SC 13D/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D/A

Under the Securities Exchange Act of 1934

(Amendment No. 3)*

Oi S.A.

(formerly known as Brasil Telecom S.A.)

(Name of Issuer)

Common Shares, no par value

(Title of Class of Securities)

670851 104**

(CUSIP Number)

Alexandre Jereissati Legey, Investor Relations Director

LF Tel S.A.,

Rua Angelina Maffei Vita, nº 200, 09th floor, CEP 01455-070

São Paulo, SP, Brazil.

Tel: +55 11 3137-6977

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

February 19, 2014

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.  ¨

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

** The CUSIP number is for the American Depositary Shares relating to the Common Shares. No CUSIP number exists for the underlying Common Shares, since such shares are not traded in the United States.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

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CUSIP No. 670851 104

1.	Name of reporting person Jereissati Telecom S.A.
2.	Check the appropriate box if a member of a group (see instructions) (a)  ¨        (b)  x
3.	SEC use only
4.	Source of funds (see instructions)     SC
5.	Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)  ¨
6.	Citizenship or place of organization     Federative Republic of Brazil
Number of shares beneficially owned by each reporting person with		7.	Sole voting power     0
		8.	Shared voting power     290,549,788
		9.	Sole dispositive power     0
		10.	Shared dispositive power     290,549,788
11.	Aggregate amount beneficially owned by each reporting person     290,549,788
12.	Check if the aggregate amount in Row (11) excludes certain shares (see instructions)  ¨
13.	Percent of class represented by amount in Row (11)     56.4%
14.	Type of reporting person (see instructions)     CO; HC

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CUSIP No. 670851 104

1.	Name of reporting person EDSP75 Participações S.A.
2.	Check the appropriate box if a member of a group (see instructions) (a)  ¨        (b)  x
3.	SEC use only
4.	Source of funds (see instructions)     SC
5.	Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)  ¨
6.	Citizenship or place of organization     Federative Republic of Brazil
Number of shares beneficially owned by each reporting person with		7.	Sole voting power     0
		8.	Shared voting power     290,549,788
		9.	Sole dispositive power     0
		10.	Shared dispositive power     290,549,788
11.	Aggregate amount beneficially owned by each reporting person     290,549,788
12.	Check if the aggregate amount in Row (11) excludes certain shares (see instructions)  ¨
13.	Percent of class represented by amount in Row (11)     56.4%
14.	Type of reporting person (see instructions)     CO; HC

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CUSIP No. 670851 104

1.	Name of reporting person LF Tel S.A.
2.	Check the appropriate box if a member of a group (see instructions) (a)  ¨        (b)  x
3.	SEC use only
4.	Source of funds (see instructions)     SC
5.	Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)  ¨
6.	Citizenship or place of organization     Federative Republic of Brazil
Number of shares beneficially owned by each reporting person with		7.	Sole voting power     0
		8.	Shared voting power     290,549,788
		9.	Sole dispositive power     0
		10.	Shared dispositive power     290,549,788
11.	Aggregate amount beneficially owned by each reporting person     290,549,788
12.	Check if the aggregate amount in Row (11) excludes certain shares (see instructions)  ¨
13.	Percent of class represented by amount in Row (11)     56.4%
14.	Type of reporting person (see instructions)     CO; HC

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Preliminary Statement

This Amendment No. 3 to Schedule 13D (this “Amendment”) filed by Jereissati Telecom S.A. (“Jereissati Telecom”), EDSP75 Participações S.A. (“EDSP75”) and LF Tel S.A. (“LF Tel”) (collectively, the “Reporting Persons”) amends the Statement on Schedule 13D filed with the Securities and Exchange Commission on February 29, 2012 (the “Initial 13D”) by the Reporting Persons, as amended by Amendment No. 1 to Schedule 13D (“Amendment No. 1”) filed with the Securities and Exchange Commission on May 2, 2012 by the Reporting Persons, and as amended by Amendment No. 2 to Schedule 13D (“Amendment No. 2,” the Initial 13D as amended by Amendment No. 1, Amendment No. 2 and as further amended by this Amendment, this “Statement”) filed with the Securities and Exchange Commission on October 8, 2013 by the Reporting Persons, by furnishing the information set forth below. Except as otherwise specified in this Amendment, all previous Items are unchanged. Capitalized terms used herein which are not defined herein have the meanings given to them in the Initial 13D, Amendment No. 1 and Amendment No. 2.

The Reporting Persons are filing this Amendment to revise information previously reported in light of the proposed business combination of Oi S.A. (“Oi S.A.”), Portugal Telecom SGPS, S.A. (“Portugal Telecom”), Telemar Participações S.A. (“TmarPart”), AG Telecom Participações S.A. (“AG Telecom”), PASA Participações S.A. (“PASA”), LF Tel, EDSP75 and Bratel Brasil S.A. (“Bratel”) announced on October 2, 2013 (the “Business Combination”). On October 1, 2013, LF Tel and EDSP75 entered into a Memorandum of Understanding (the “MOU”) with Oi S.A., Portugal Telecom, AG Telecom, PASA, Bratel, Avistar, SGPS, S.A. (“BES”) and Nivalis Holding B.V. (“Ongoing”) with respect to the Business Combination. Pursuant to the MOU, among other things, (1) Oi S.A. is expected to become a wholly owned subsidiary of TmarPart, and (2) Portugal Telecom is expected to merge with and into TmarPart with TmarPart as the surviving entity.

On February 19, 2014, amendments to the Shareholders’ Agreements of AG Telecom, LF Tel, and TmarPart, executed or amended on January 25, 2011 were signed, establishing the commitment of the shareholders of TmarPart to exercise their voting rights in TmarPart, and also for their representatives on the Boards of Directors of Oi S.A. and TmarPart to exercise their rights to vote, in order to approve the Business Combination as well as agreements to terminate the agreements upon the completion of the Business Combination. In addition, Portugal Telecom, Caravelas Fundo de Investimento em Ações (“Caravelas”), an investment vehicle managed by Banco BTG Pactual S.A., Bratel, TmarPart, Andrade Gutierrez S.A. (“AGSA”) and Jereissati Telecom entered into a Temporary Voting Agreement to take all the actions required for among other things, the effective completion of the merger of shares.

See Items 4, 6 and 7 below. All references to “Holding Company” in the Statement are hereby replaced with TmarPart.

ITEM 1. SECURITY AND ISSUER

This Amendment relates to the common shares, no par value (the “Common Shares”), of Oi S.A., a corporation (sociedade anônima) organized under the laws of the Federative Republic of Brazil (“Brazil”), which has its principal executive offices located at Rua do Lavradio, No. 71, 2nd floor – Centro, 20230-070 Rio de Janeiro, RJ, Brazil (the “Issuer”).

ITEM 2. IDENTITY AND BACKGROUND

Item 2 is hereby amended and restated in its entirety as follows:

This Amendment is being filed jointly on behalf of each of the Reporting Persons. The agreement among the Reporting Persons to file this Amendment jointly in accordance with Rule 13d-1(k) of the Securities Exchange Act of 1934 is included as Exhibit 99.1.

Jereissati Telecom is a corporation (sociedade anônima) organized under the laws of Brazil principally engaged, through its subsidiaries, in managing the telecommunications business of the Jereissati Group. The Jereissati Group partially owns and manages 15 shopping malls in the Southern and Southeastern regions of Brazil. The principal office of Jereissati Telecom is located at Rua Angelina Maffei Vita, nº 200, 09th floor, CEP 01455-070, in the city of São Paulo, state of São Paulo, Brazil.

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EDSP75 is a corporation (sociedade anônima) organized under the laws of Brazil principally engaged, through its subsidiaries, in managing the telecommunications business of the Jereissati Group. The principal office of EDSP75 is located at Rua Angelina Maffei Vita, nº 200, 09th floor, CEP 01455-070, in the city of São Paulo, state of São Paulo, Brazil.

LF Tel is a corporation (sociedade anônima) organized under the laws of Brazil principally engaged, through its subsidiaries, in managing the telecommunications business of the Jereissati Group. The principal office of LF Tel is located at Rua Angelina Maffei Vita, nº 200, 09th floor, CEP 01455-070, in the city of São Paulo, state of São Paulo, Brazil.

The name, present principal occupation or employment (and the name, principal business and address of any corporation or other organization in which such employment is conducted) and citizenship of each director and executive officer, as applicable, of each Reporting Person is provided in Exhibit 99.2, which is incorporated by reference herein.

During the last five years, none of the Reporting Persons nor, to the knowledge of the Reporting Persons, any of the persons listed in Exhibit 99.2 has (i) been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction such that, as a result of such proceeding, such person was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activity subject to, federal or state securities laws or finding any violation with respect to such laws.

ITEM 4. PURPOSE OF TRANSACTION

The reference to “TmarPart or new entity to be organized for that purpose (in either case, the “Holding Company”)” under Item 4 is hereby replaced with “TmarPart,” as it has now been determined that TmarPart will be the surviving entity in the Business Combination.

ITEM 5. INTEREST IN SECURITIES OF THE ISSUER

Item 5 is hereby amended and restated in its entirety as follows:

As of February 19, 2014, the total number of issued and outstanding Common Shares is 514,757,934, excluding 84,250,695 Common Shares held in treasury, and TmarPart beneficially owns, and has the sole power to vote and dispose of, 290,549,788 Common Shares, representing 56.4% of the issued and outstanding Common Shares.

(a) & (b) LF Tel:

As of February 19, 2014, LF Tel owns 614,798,542 common shares of TmarPart, representing 19.4% of the issued and outstanding common shares of TmarPart. However, pursuant to the shareholders’ agreements described in Item 6 of this Statement, LF Tel may be deemed to beneficially own all of the Common Shares beneficially owned by TmarPart. LF Tel disclaims beneficial ownership of such Common Shares, other than with respect to its proportionate interest in these shares.

Other than as set forth in the table below, as of February 19, 2014, none of the directors and executive officers of LF Tel beneficially owns any Common Shares. LF Tel disclaims beneficial ownership of such securities of the Issuer beneficially owned by such directors and executive officers.

LF Tel directors and executive officers:	Number of Common Shares held
Carlos Francisco Ribeiro Jereissati, Chairman of the Board of Directors	2
Pedro Jereissati, Chief Executive Officer and Director	7
Carlos Jereissati, Director	2
Sidnei Nunes, Director	3
Aparecido Carlos Correia Galdino, Director	3
Alexandre Jereissati Legey, Chief Financial Officer and Investor Relations Officer	1,747
Fernando Magalhães Portella, Vice President	2

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EDSP75:

As of February 19, 2014, EDSP75 does not directly own any Common Shares and owns all of the common shares of LF Tel. As discussed above, LF Tel may be deemed to beneficially own all of the Common Shares beneficially owned by TmarPart. EDSP75 disclaims beneficial ownership of such Common Shares, other than with respect to its proportionate interest in these shares.

EDSP75 does not have a board of directors or other similar body. Other than as set forth in the table below, as of February 19, 2014, none of the executive officers of EDSP75 beneficially owns any Common Shares. EDSP75 disclaims beneficial ownership of such securities of the Issuer beneficially owned by such executive officers.

EDSP75 executive officers:	Number of Common Shares held
Pedro Jereissati, Chief Executive Officer	7
Alexandre Jereissati Legey, Vice President	1,747
Shakhaf Wine, Vice President	1

Jereissati Telecom:

As of February 19, 2014, Jereissati Telecom does not directly own any Common Shares, owns 65.0% of the outstanding common shares of EDSP75, which owns all of the common shares of LF Tel. As discussed above, LF Tel may be deemed to beneficially own all of the Common Shares beneficially owned by TmarPart. Jereissati Telecom disclaims beneficial ownership of such Common Shares, other than with respect to its proportionate interest in these shares.

Other than as set forth in the table below, as of February 19, 2014, none of the directors and executive officers of Jereissati Telecom beneficially owns any Common Shares. Jereissati Telecom disclaims beneficial ownership of such securities of the Issuer beneficially owned by such directors and executive officers.

Jereissati Telecom directors and executive officers:	Number of Common Shares held
Carlos Francisco Ribeiro Jereissati, Chairman of the Board of Directors	2
Pedro Jereissati, Chief Executive Officer	7
Aparecido Carlos Correia Galdino, Director	3
Fernando Magalhães Portella, Vice President and Director	2
Alexandre Jereissati Legey, Managing Officer and Investor Relations Officer	1,747
Sidnei Nunes, Managing Officer	3

In addition, pursuant to the shareholders’ agreements described in Item 6 of this Statement, the Reporting Persons may be deemed to be members of a group, with AG Telecom, Andrade Gutierrez

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S.A. (“AGSA”), PASA, Portugal Telecom and Bratel (collectively, the “Potential Group Members”), which shares the power to vote and the power to dispose of the Common Shares beneficially owned by TmarPart. Each of the Reporting Persons disclaims membership in any such group. Pursuant to the EDSP75 Shareholders’ Agreement described in Item 6 of this Statement, Jereissati Telecom may be deemed to be a member of a group, with Bratel, which shares the power to vote and the power to dispose of the Common Shares beneficially owned by LF Tel. Jereissati Telecom disclaims membership in any such group.

The following information with respect to the Potential Group Members is based solely on information provided by TmarPart.

AGSA is the successor by merger to AGT. AGSA is a holding corporation (sociedade anônima) organized under the laws of Brazil principally engaged in managing the businesses of the Andrade Gutierrez Group. The Andrade Gutierrez Group is focused on three core businesses: (1) engineering and construction work in Brazil and abroad; (2) public concessions in Brazil; and (3) telecommunications in Brazil. The principal office of AGT is located at Av. do Contorno nº 8.123, Cidade Jardim, Belo Horizonte, MG, CEP 30110-937, Brazil.

PASA is a corporation (sociedade anônima) organized under the laws of Brazil principally engaged, through its subsidiaries, in managing the telecommunications business of the Andrade Gutierrez Group. The principal office of PASA is located at Av. do Contorno nº 8.123, Cidade Jardim, em Belo Horizonte, MG, CEP 30110-937, Brazil.

AG Telecom is a corporation (sociedade anônima) organized under the laws of Brazil principally engaged, through its subsidiaries, in managing the telecommunications business of the Andrade Gutierrez Group. The principal office of AG Telecom is located at Praia de Botafogo nº 300, sala 401 (parte), Botafogo, CEP 22250-040, Rio de Janeiro, RJ, Brazil.

Portugal Telecom is a limited liability holding company organized under the laws of the Portuguese Republic principally engaged, through its subsidiaries, in providing telecommunications services. The principal executive offices of Portugal Telecom are located at Avenida Fontes Pereira de Melo, 40, 1069-300 Lisboa, Portugal.

Bratel Brasil is a corporation organized under the laws of the Federative Republic of Brazil principally engaged, through its subsidiaries, in managing the investments of Portugal Telecom, directly and indirectly, in the Issuer. The principal executive offices of Bratel Brasil are located at Rua Cubatao, 320, 4th floor, São Paulo, Brazil.

To the knowledge of the Reporting Persons, based solely on information provided by TmarPart, during the last five years, none of the Potential Group Members has (i) been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction such that, as a result of such proceeding, such person was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activity subject to, federal or state securities laws or finding any violation with respect to such laws.

(c) The information set forth in Item 2 is hereby incorporated herein by reference.

Except as set forth in this Statement, none of the Reporting Persons nor, to the Reporting Persons best knowledge, any of the persons listed in Exhibit 99.2 hereto, has engaged in any transaction during the past 60 days in any Common Shares.

(d) No other person is known to have the right to receive or the power to direct the receipt of dividends from, or any proceeds from the sale of, the Common Shares beneficially owned by the Reporting Persons.

(e) Not applicable.

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ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER

Item 6 is hereby amended by adding the following paragraphs at the end thereof:

Amendments to Shareholders’ Agreements

As part of the reorganization of TmarPart, the Global Shareholders’ Agreement, the Control Group Shareholders’ Agreement, the PASA Shareholders’ Agreement and the EDSP75 Shareholders’ Agreement were amended on February 19, 2014 by the shareholders parties thereto to provide that the parties agree to exercise their voting rights to approve each step of the Business Combination.

The amendments to the shareholders’ agreements provide that, if the Oi Capital Increase occurs and any of the subsequent steps of the Business Combination, including the Merger of Shares, does not occur by December 31, 2014, the shareholders will use their best efforts to implement the Merger of Shares and the Portugal Telecom Merger (both as described in Item 4).

In case the Business Combination is not completed by December 31, 2014, (1) any of the shareholders parties to the PASA Shareholders’ Agreement and the EDSP75 Shareholders’ Agreement may send a notification of non-occurrence of the reorganization and require the adoption of the necessary measures in order for Bratel, PTB2 S.A. (“PTB2”), AG and Jereissati Telecom to receive shares of capital stock of Oi S.A. held by AG Telecom and LF Tel, in proportion to their respective direct and indirect capital interest in those entities, and (2) the qualified quorums provided in the Global Shareholders’ Agreement will be adjusted considering the percentage interests held by BNDESPAR, PREVI, PETROS and FUNCEF on December 31, 2014, in order to ensure that the voting rights of such shareholders are equal to those on February 19, 2014, and provided they have not reduced their respective capital interests before December 31, 2014 through sale of shares to third parties that are not original signatories of the Global Shareholders’ Agreement or their related parties. An amendment to the Global Shareholders’ Agreement would be executed on December 31, 2014 in order to reflect such adjustments.

Agreements to Terminate the Shareholders’ Agreements

On February 19, 2014, together with the amendments described above, the parties to each of the shareholders’ agreements described above entered into agreements to terminate each such shareholders’ agreement, subject to the satisfaction of the following conditions precedent in connection with the several steps of the Business Combination: (1) the incorporation of PASA into Bratel, for the PASA Shareholders’ Agreement, (2) the incorporation of EDSP75 into Bratel, for the EDSP75 Shareholders’ Agreement, and (3) the effective completion of the Merger of Shares (as described in Item 4) and the Portugal Telecom Merger (as described in Item 4), for the Global Shareholders’ Agreement and the Control Group Shareholders’ Agreement.

Temporary Voting Agreement of the Shareholders of Oi S.A. and TmarPart

On February 19, 2014, Portugal Telecom executed a temporary voting agreement with Caravelas, Bratel Brasil, TmarPart, AGSA, Jereissati Telecom S.A. (“Jereissati”) and, as intervening party, Oi S.A., for the purpose of approving, among other things, the Merger of Shares and the Portugal Telecom Merger (both as described in Item 4).

The parties thereto agreed to (1) call a meeting of Oi S.A. shareholders to engage the valuation bank and to approve the corresponding valuation reports, (2) vote in favor of the Merger of Shares and (3) vote in favor of the Portugal Telecom Merger.

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The temporary voting agreement will remain in effect until the earlier of the Portugal Telecom Merger and December 31, 2014.

ITEM 7. MATERIALS TO BE FILED AS EXHIBITS

Exhibit 99.1	Joint Filing Agreement, dated February 27, 2012 (incorporated by reference to Exhibit 99.1 of the Schedule 13D filed with the Securities and Exchange Commission on February 29, 2012 by Jereissati Telecom S.A., EDSP75 Participações S.A. and LF Tel S.A.).
Exhibit 99.2	Directors and Executive Officers of the Reporting Persons.
Exhibit 99.3	Shareholders’ Agreement of Telemar Participações S.A., dated as of April 25, 2008, among AG Telecom Participações S.A., LF Tel S.A., Fundação Atlântico de Seguridade Social, Asseca Participações S.A. and, as intervening parties, Telemar Participações S.A. and Andrade Gutierrez Investimentos em Telecomunicações S.A. (English translation) (incorporated by reference to Exhibit 99.4 to Schedule 13D of Brasil Telecom S.A. filed on November 27, 2009).
Exhibit 99.4	Amendment to the Shareholders Agreement of Telemar Participações S.A., dated as of January 25, 2011, among AG Telecom Participações S.A., Luxemburgo Participações S.A., LF Tel S.A., Fundação Atlântico de Seguridade Social, and, as intervening party, Telemar Participações S.A. (English translation) (incorporated by reference to Exhibit 3.02 to Form 20-F of Brasil Telecom S.A. filed on May 2, 2011).
Exhibit 99.5	Second Amendment to the Shareholders Agreement of Telemar Participações S.A., dated as of February 19, 2014, among AG Telecom Participações S.A., LF Tel S.A., Fundação Atlântico de Seguridade Social, and, as intervening party, Telemar Participações S.A. (English translation).
Exhibit 99.6	Termination of the Shareholders Agreement of Telemar Participações S.A., dated as of February 19, 2014, among AG Telecom Participações S.A., LF Tel S.A., Fundação Atlântico de Seguridade Social, and, as intervening party, Telemar Participações S.A. (English translation).
Exhibit 99.7	Private Shareholders Agreement of Telemar Participações S.A., dated as of April 25, 2008, among AG Telecom Participações S.A., LF Tel S.A., Asseca Participações S.A., BNDES Participações S.A.—BNDESPAR, Fiago Participações S.A., Fundação Atlântico de Seguridade Social and, as intervening parties, Telemar Participações S.A., Caixa de Previdência dos Funcionários do Banco do Brasil—PREVI, Fundação Petrobras de Seguridade Social—PETROS, Fundação dos Economiários Federais—FUNCEF and Andrade Gutierrez Investimentos em Telecomunicações S.A. (English translation) (incorporated by reference to Exhibit 99.3 to Schedule 13D of Brasil Telecom S.A. filed on November 27, 2009).
Exhibit 99.8	Amendment to the Shareholders Agreement of Telemar Participações S.A., dated as of January 25, 2011, among AG Telecom Participações S.A., Luxemburgo Participações S.A., BNDES Participações S.A.—BNDESPar, Caixa de Previdência dos Funcionários do Banco do Brasil—PREVI, Fundação Atlântico de Seguridade Social, Fundação dos Economiários Federais—FUNCEF, Fundação Petrobras de Seguridade Social—PETROS, LF Tel S.A., Bratel Brasil S.A. and, as intervening parties, Telemar Participações S.A. and Portugal Telecom, SGPS S.A. (English translation) (incorporated by reference to Exhibit 3.04 to Form 20-F of Brasil Telecom S.A. filed on May 2, 2011).
Exhibit 99.9	Second Amendment to the Shareholders Agreement of Telemar Participações S.A., dated as of February 19, 2014, among AG Telecom Participações S.A., BNDES Participações S.A.—BNDESPar, Caixa de Previdência dos Funcionários do Banco do Brasil—PREVI, Fundação Atlântico de Seguridade Social, Fundação dos Economiários Federais—FUNCEF, Fundação Petrobras de Seguridade Social—PETROS, LF Tel S.A., Bratel Brasil S.A. and, as intervening parties, Telemar Participações S.A. and Portugal Telecom, SGPS S.A. (English translation).
Exhibit 99.10	Termination of the Shareholders Agreement of Telemar Participações S.A., dated as of February 19, 2014, among AG Telecom Participações S.A., BNDES Participações S.A.—BNDESPar, Caixa de Previdência dos Funcionários do Banco do Brasil—PREVI, Fundação Atlântico de Seguridade Social, Fundação dos Economiários Federais—FUNCEF, Fundação Petrobras de Seguridade Social—PETROS, LF Tel S.A., Bratel Brasil S.A. and, as intervening parties, Telemar Participações S.A. and Portugal Telecom, SGPS S.A. (English translation).

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Exhibit 99.11	Shareholders Agreement of PASA Participações S.A., dated as of January 25, 2011, between Andrade Gutierrez Telecomunicações Ltda., Bratel Brasil S.A. and, as intervening parties, PASA Participações S.A., AG Telecom Participações S.A., Luxemburgo Participações S.A., La Fonte Telecom S.A., EDSP75 Participações S.A., LF Tel S.A. and Portugal Telecom, SGPS, S.A. (English translation) (incorporated by reference to Exhibit 3.05 to Form 20-F of Oi S.A. filed on April 27, 2012).
Exhibit 99.12	1st Amendment to the Shareholders Agreement of PASA Participações S.A., dated as of February 19, 2014, between Andrade Gutierrez S.A. and Bratel Brasil S.A. and, as intervening parties, PASA Participações S.A., AG Telecom Participações S.A., Jereissati Telecom S.A., EDSP75 Participações S.A., LF Tel S.A., Portugal Telecom, SGPS, S.A., Sayed RJ Participações S.A., Venus RJ Participações S.A. and PTB2 S.A. (English translation).
Exhibit 99.13	Termination of the Shareholders Agreement of PASA Participações S.A., dated as of February 19, 2014, between Andrade Gutierrez S.A. and Bratel Brasil S.A. and, as intervening parties, PASA Participações S.A., AG Telecom Participações S.A., Jereissati Telecom S.A., EDSP75 Participações S.A., LF Tel S.A. and Portugal Telecom, SGPS, S.A. (English translation).
Exhibit 99.14	Shareholders Agreement of EDSP75 Participações S.A., dated as of January 25, 2011, between Jereissati Telecom (formerly known as La Fonte Telecom S.A.), Bratel Brasil S.A. and, as intervening parties, EDSP75 Participações S.A., LF Tel S.A., PASA Participações S.A., Andrade Gutierrez Telecomunicações Ltda., AG Telecom Participações S.A., Luxemburgo Participações S.A., and Portugal Telecom, SGPS, S.A. (English translation) (incorporated by reference to Exhibit 3.06 to Form 20-F of Oi S.A. filed on April 27, 2012).
Exhibit 99.15	1st Amendment to the Shareholders Agreement of EDSP75 Participações S.A., dated as of February 19, 2014, between Jereissati Telecom S.A. and Bratel Brasil S.A. and, as intervening parties, EDSP75 Participações S.A., LF Tel S.A., Andrade Gutierrez S.A., PASA Participações S.A., AG Telecom Participações S.A., Portugal Telecom, SGPS, S.A., Sayed RJ Participações S.A., Venus RJ Participações S.A. and PTB2 S.A. (English translation).
Exhibit 99.16	Termination of the Shareholders Agreement of EDSP75 Participações S.A., dated as of February 19, 2014, between Jereissati Telecom S.A. and Bratel Brasil S.A. and, as intervening parties, EDSP75 Participações S.A., LF Tel S.A., Andrade Gutierrez S.A., PASA Participações S.A., AG Telecom Participações S.A. and Portugal Telecom, SGPS, S.A., (English translation).
Exhibit 99.17	Memorandum of Understanding, dated as of October 1, 2013, among Oi S.A., Portugal Telecom SGPS, S.A., AG Telecom Participações S.A., LF Tel. S.A., PASA Participações S.A., EDSP75 Participações S.A., Bratel Brasil S.A., Avistar, SGPS, S.A. and Nivalis Holding B.V. (English translation) (incorporated by reference to Exhibit 99.9 of the Schedule 13D filed with the Securities and Exchange Comission on October 8, 2013 by Jereissati Telecom S.A., EDSP75 Participações S.A. and LF Tel S.A.).
Exhibit 99.18	Temporary Voting Agreement of the Shareholders of Oi S.A. and Telemar Participações S.A., dated as of February 19, 2014, among Portugal Telecom, SGPS S.A., Caravelas Fundo de Investimento Em Ações, Bratel Brasil S.A., Telemar Participações S.A., Andrade Gutierrez S.A., Jereissati Telecom S.A. and, as intervening party, Oi S.A. (English translation).

11

After reasonable inquiry and to the best of my knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.

Dated: February 27, 2014

Jereissati Telecom S.A.
By:	/s/ Fernando Magalhães Portella
	Name: Fernando Magalhães Portella
	Title: Executive Officer
By:	/s/ Alexandre Jereissati Legey
	Name: Alexandre Jereissati Legey
	Title: Executive Officer
EDSP75 Participações S.A.
By:	/s/ Fernando Magalhães Portella
	Name: Fernando Magalhães Portella
	Title: Executive Officer
By:	/s/ Alexandre Jereissati Legey
	Name: Alexandre Jereissati Legey
	Title: Executive Officer
LF TEL S.A.
By:	/s/ Fernando Magalhães Portella
	Name: Fernando Magalhães Portella
	Title: Executive Officer
By:	/s/ Alexandre Jereissati Legey
	Name: Alexandre Jereissati Legey
	Title: Executive Officer

12

EX-99.2

EXHIBIT 99.2

DIRECTORS AND EXECUTIVE OFFICERS OF THE REPORTING PERSONS

The following information is provided for each of the directors and executive officers of the Reporting Persons:

• Name

• Present principal occupation or employment and the name, principal business and address of any corporation or other organization in which such employment is conducted.

Directors and Executive Officers of Jereissati Telecom S.A.

All of the following persons are citizens of the Federative Republic of Brazil.

Name	Business address	Present principal occupation or employment and the name of any corporation or other organization in which such employment is conducted
Carlos Francisco Ribeiro Jereissati	Rua Angelina Maffei Vita, 200 (9th floor), Jardim Paulistano, 01489-900, São Paulo, SP, Brazil	Chairman of the Board of Directors of Jereissati Participações S.A., Jereissati Telecom S.A., LF Tel S.A., Iguatemi Empresas de Shopping Centers S.A. and Grande Moinho Cearense S.A. Member of the Board of Directors of Telemar Participações S.A. Alternate Member of the Board of Directors of Oi S.A. Chief Executive Officer of JPSul Participações e Representações Comerciais S.A. and Jereissati Sul Participações S.A.
Carlos Jereissati	Rua Angelina Maffei Vita, 200 (9th floor), Jardim Paulistano, 01489-900, São Paulo, SP, Brazil	Member of the Board of Directors of Jereissati Participações S.A., Jereissati Telecom S.A. and LF Tel S.A. Alternate Member of Board of Directors of Telemar Participações S.A., Oi S.A., Contax Participações S.A. and CTX Participações S.A. Chief Executive Officer and Member of the Board of Iguatemi Empresa de Shopping Centers S.A. Member of the Board of Directors and Executive Officer of Grande Moinho Cearense S.A.
Fernando Magalhães Portella	Rua Angelina Maffei Vita, 200 (9th floor), Jardim Paulistano, 01489-900, São Paulo, SP, Brazil	Chief Executive Officer and Member of the Board of Directors of Jereissati Participacões S.A. Member of the Board of Directors and Vice President of Jereissati Telecom S.A. Vice President of Sayed RJ Participações S.A. Vice President of LF Tel S.A. Alternate Member of Board of Directors of Telemar Participações S.A. Member of the Board of Directors of Oi S.A. and CTX Participações S.A. Member of the Board of Directors of Jereissati Telecom S.A., LF Tel S.A. and Grande Moinho Cearense S.A.

Aparecido Carlos Correia Galdino	Rua Angelina Maffei Vita, 200 9th floor), Jardim Paulistano, 01489-900, São Paulo, SP, Brazil	Member of the Board of Directors of Jereissati Telecom S.A., LF Tel S.A. and Grande Moinho Cearense S.A. Managing Officer and Investor Relations Officer of Jereissati Participações S.A. Member of the Fiscal Council of Telemar Participações S.A., Iguatemi Empresa de Shopping Centers S.A. and Contax Participações S.A.
Antonio Carlos Lima Rios	Rua G, 38 – Conjunto ACM, 44056-028, Feira de Santana, Bahia, BA, Brazil	Member of the Board of Directors of Jereissati Telecom S.A. Member of the Board of Directors of Tupy Fundições S.A.
Thomas Cornelius Azevedo Reichenheim	Rua Tucumã, 611, 9th floor, 01455-010, São Paulo, SP, Brazil (residence)	Partner Owner of Carisma Comercial Ltda., and T.R Portfolios Ltda. Member of the Board of Directors of Jereissati Telecom S.A.
Pedro Jereissati	Rua Angelina Maffei Vita, 200 (9th floor), Jardim Paulistano, 01489-900, São Paulo, SP, Brazil	Chief Executive Officer of Jereissati Telecom S.A. Chief Executive Officer of Sayed RJ Participações S.A. Chief Executive Officer of EDSP75 Participações S.A. Chief Executive Officer and Director of LF Tel S.A. Chief Executive Officer and Investor Relations Officer and Director of Telemar Participações S.A. Member of the Board of Directors of Oi S.A. Chief Executive Officer and Investor Relations Officer and Director of CTX Participações S.A. Member of the Board of Directors and Vice President of Grande Moinho Cearense S.A. Member of the Board of Directors of Iguatemi Empresa de Shopping Centers S.A. and Contax Participações S.A.
Alexandre Jereissati Legey	Rua Angelina Maffei Vita, 200 (9th floor), Jardim Paulistano, 01489-900, São Paulo, SP, Brazil	Managing Officer and Investor Relations Officer of Jereissati Telecom S.A. Vice President of Sayed RJ Participações S.A. Vice President of EDSP75 Participações S.A. Chief Financial Officer and Investor Relations Officer of LF Tel S.A. Alternate Member of Board of Directors of Telemar Participações S.A. and CTX Participações S.A. Executive Officer of Valverde Participações S.A. Member of the Board of Directors of Oi S.A. Executive Officer of Grande Moinho Cearense S.A. Member of the Board of Directors of Contax Participações S.A.

2

Sidnei Nunes Rua Angelina Maffei Vita, 200 (9^th floor), Jardim Paulistano, 01489-900, São Paulo, SP, Brazil Managing Officer of Jereissati Participações S.A., Jereissati Telecom S.A. and LF Tel S.A. Member of the Board of Directors of LF Tel S.A. Member of the Board of Directors of Iguatemi Empresa de Shopping Centers S.A., and Grande Moinho Cearense S.A.

3

Executive Officers of EDSP75 Participações S.A.

All of the following persons are citizens of the Federative Republic of Brazil.

Name	Business address	Present principal occupation or employment and the name of any corporation or other organization in which such employment is conducted
Pedro Jereissati	Rua Angelina Maffei Vita, 200 (9th floor), Jardim Paulistano, 01489-900, São Paulo, SP, Brazil	Chief Executive Officer of Jereissati Telecom S.A. Chief Executive Officer of Sayed RJ Participações S.A. Chief Executive Officer of EDSP75 Participações S.A. Chief Executive Officer and Director of LF Tel S.A. Chief Executive Officer and Investor Relations Officer and Director of Telemar Participações S.A. Member of the Board of Directors of Oi S.A. Chief Executive Officer and Investor Relations Officer and Director of CTX Participações S.A. Member of the Board of Directors and Vice President of Grande Moinho Cearense S.A. Member of the Board of Directors of Iguatemi Empresa de Shopping Centers S.A. and Contax Participações S.A.
Alexandre Jereissati Legey	Rua Angelina Maffei Vita, 200 (9th floor), Jardim Paulistano, 01489-900, São Paulo, SP, Brazil	Managing Officer and Investor Relations Officer of Jereissati Telecom S.A. Vice President of Sayed RJ Participações S.A. Vice President of EDSP75 Participações S.A. Chief Financial Officer and Investor Relations Officer of LF Tel S.A. Alternate Member of Board of Directors of Telemar Participações S.A. and CTX Participações S.A. Executive Officer of Valverde Participações S.A. Member of the Board of Directors of Oi S.A. Executive Officer of Grande Moinho Cearense S.A. Member of the Board of Directors of Contax Participações S.A.
Shakhaf Wine	Rua Borges de Medeiros, 633, room 301, Lagoa, 22430-041, Rio de Janeiro, RJ, Brazil	Executive Director of Portugal Telecom, SGPS, S.A. Member of the Board of Directors and Chairman and Chief Executive Officer of Portugal Telecom Brasil S.A. Chief Executive Officer of Bratel Brasil S.A. Vice President of PASA Participações S.A., EDSP75 Participações S.A. and AG Telecom Participações S.A. Member of Board of Directors of Telemar Participações S.A., Oi S.A. and Contax Participações S.A.

4

Directors and Executive Officers of LF Tel S.A.

All of the following persons are citizens of the Federative Republic of Brazil.

Name	Business address	Present principal occupation or employment and the name of any corporation or other organization in which such employment is conducted
Carlos Francisco Ribeiro Jereissati	Rua Angelina Maffei Vita, 200 (9th floor), Jardim Paulistano, 01489-900, São Paulo, SP, Brazil	Chairman of the Board of Directors of Jereissati Participações S.A., Jereissati Telecom S.A., LF Tel S.A., Iguatemi Empresas de Shopping Centers S.A. and Grande Moinho Cearense S.A. Member of the Board of Directors of Telemar Participações S.A. Alternate Member of the Board of Directors of Oi S.A. Chief Executive Officer of JPSul Participações e Representações Comerciais S.A. and Jereissati Sul Participações S.A.
Pedro Jereissati	Rua Angelina Maffei Vita, 200 (9th floor), Jardim Paulistano, 01489-900, São Paulo, SP, Brazil	Chief Executive Officer of Jereissati Telecom S.A. Chief Executive Officer of Sayed RJ Participações S.A. Chief Executive Officer of EDSP75 Participações S.A. Chief Executive Officer and Director of LF Tel S.A. Chief Executive Officer and Investor Relations Officer and Director of Telemar Participações S.A. Member of the Board of Directors of Oi S.A. Chief Executive Officer and Investor Relations Officer and Director of CTX Participações S.A. Member of the Board of Directors and Vice President of Grande Moinho Cearense S.A. Member of the Board of Directors of Iguatemi Empresa de Shopping Centers S.A. and Contax Participações S.A.
Carlos Jereissati	Rua Angelina Maffei Vita, 200 (9th floor), Jardim Paulistano, 01489-900, São Paulo, SP, Brazil	Member of the Board of Directors of Jereissati Participações S.A., Jereissati Telecom S.A. and LF Tel S.A. Alternate Member of Board of Directors of Telemar Participações S.A., Oi S.A., Contax Participações S.A. and CTX Participações S.A. Chief Executive Officer and Member of the Board of Iguatemi Empresa de Shopping Centers S.A. Member of the Board of Directors and Executive Officer of Grande Moinho Cearense S.A.

5

Sidnei Nunes	Rua Angelina Maffei Vita, 200 (9th floor), Jardim Paulistano, 01489-900, São Paulo, SP, Brazil	Managing Officer of Jereissati Participações S.A., Jereissati Telecom S.A. and LF Tel S.A. Member of the Board of Directors of LF Tel S.A. Member of the Board of Directors of Iguatemi Empresa de Shopping Centers S.A., and Grande Moinho Cearense S.A.
Aparecido Carlos Correia Galdino	Rua Angelina Maffei Vita, 200 9th floor), Jardim Paulistano, 01489-900, São Paulo, SP, Brazil	Member of the Board of Directors of Jereissati Telecom S.A., LF Tel S.A. and Grande Moinho Cearense S.A. Managing Officer and Investor Relations Officer of Jereissati Participações S.A. Member of the Fiscal Council of Telemar Participações S.A., Iguatemi Empresa de Shopping Centers S.A. and Contax Participações S.A.
Alexandre Jereissati Legey	Rua Angelina Maffei Vita, 200 (9th floor), Jardim Paulistano, 01489-900, São Paulo, SP, Brazil	Managing Officer and Investor Relations Officer of Jereissati Telecom S.A. Vice President of Sayed RJ Participações S.A. Vice President of EDSP75 Participações S.A. Chief Financial Officer and Investor Relations Officer of LF Tel S.A. Alternate Member of Board of Directors of Telemar Participações S.A. and CTX Participações S.A. Executive Officer of Valverde Participações S.A. Member of the Board of Directors of Oi S.A. Executive Officer of Grande Moinho Cearense S.A. Member of the Board of Directors of Contax Participações S.A.
Fernando Magalhães Portella	Rua Angelina Maffei Vita, 200 (9th floor), Jardim Paulistano, 01489-900, São Paulo, SP, Brazil	Chief Executive Officer and Member of the Board of Directors of Jereissati Participacões S.A. Member of the Board of Directors and Vice President of Jereissati Telecom S.A. Vice President of Sayed RJ Participações S.A. Vice President of LF Tel S.A. Alternate Member of Board of Directors of Telemar Participações S.A. Member of the Board of Directors of Oi S.A. and CTX Participações S.A. Member of the Board of Directors of Jereissati Telecom S.A., LF Tel S.A. and Grande Moinho Cearense S.A.

6

EX-99.5

Exhibit 99.5

This document is a free translation only. Due to the complexities of language

translation, translations are not always precise. The original document was

prepared in Portuguese and in case of any divergence, discrepancy or difference

between this version and the Portuguese version, the Portuguese version shall

prevail. The Portuguese version is the only valid and complete version and shall

prevail for any and all purposes. There is no assurance as to the accuracy, reliability

or completeness of the translation. Any person reading this translation and relying

on it should do so at his or her own risk.

2ND AMENDMENT TO THE SHAREHOLDERS AGREEMENT

OF TELEMAR PARTICIPAÇÕES S.A.

BETWEEN

AG TELECOM PARTICIPAÇÕES S.A.

LF TEL S.A.

FUNDAÇÃO ATLÂNTICO DE SEGURIDADE SOCIAL

AND, AS INTERVENING PARTY,

TELEMAR PARTICIPAÇÕES S.A.

EXECUTED ON FEBRUARY 19, 2014.

2ND AMENDMENT TO THE SHAREHOLDERS AGREEMENT

OF TELEMAR PARTICIPAÇÕES S.A.

By this instrument:

1. AG TELECOM PARTICIPAÇÕES S.A., a share corporation with head offices in the city of Rio de Janeiro, State of Rio de Janeiro, at Praia de Botafogo no. 300, suite 401-part, enrolled as taxpayer at CNPJ/MF under no. 03.260.334/0001-92, herein represented in accordance with its By-Laws, hereinafter referred to as “AG TELECOM” ;

2. LF TEL S.A., a share corporation with head offices in the city of Sao Paulo, State of Sao Paulo, at Rua Angelina Maffei Vita no. 200, 9^th floor, enrolled as taxpayer at CNPJ/MF under no. 02.390.206/0001-09, herein represented in accordance with its By-Laws, hereinafter referred to as “LF TEL”; and

3. FUNDAÇÃO ATLÂNTICO DE SEGURIDADE SOCIAL, a legal entity of private law, with head offices at Rua Lauro Muller 116, 29^th floor, suite 2901, City and State of Rio de Janeiro, enrolled as taxpayer at CNPJ/MF under No. 07.110.214/0001-60, herein represented in accordance with its By-Laws, hereinafter referred to “FATL”, with AG TELECOM, LF TEL and FATL hereinafter referred to jointly and indistinguishably as the “Shareholders”;

And, as “First Intervening Party”,

4. TELEMAR PARTICIPAÇÕES S.A., a share corporation with head offices at Praia de Botafogo No. 300, 11^th floor, suite 1101 (part), City and State of Rio de Janeiro, enrolled as taxpayer at CNPJ/MF under No. 02.107.946/0001-87, herein represented in accordance with its By-Laws, hereinafter referred to as “Telemar Participações” or the “Company”;

WHEREAS:

I. AG TELECOM, LF TEL and FATL are shareholders of the Company;

II. The Company is the controlling shareholder of Oi S.A., a share corporation, with head offices in the City and State of Rio de Janeiro, at Rua do Lavradio No. 71, 2^nd floor, Centro, enrolled as taxpayer under CNPJ/MF No. 76.535.64/0001-43 (“Oi”);

III. On April 25, 2008, the Shareholders executed a shareholders agreement regulating certain aspects of their relationship as shareholders of the Company, which was subsequently amended on January 25, 2011 (the “AG/LF/FATL Shareholders Agreement”);

IV. AG TELECOM, LF TEL and FATL are also parties to a shareholders agreement with BRATEL BRASIL S.A. (“BRATEL BRASIL”), BNDES PARTICIPAÇÕES S.A. – BNDESPAR (“BNDESPAR”), CAIXA DE PREVIDENCIA DOS FUNCIONARIOS DO BANCO DO BRASIL – PREVI (“PREVI”), FUNDACAO DOS ECONOMIARIOS FEDERAIS – FUNCEF (“FUNCEF”) and FUNDACAO PETROBRAS DE SEGURIDADE SOCIAL – PETROS (“PETROS”), executed on April 25, 2008 and amended on January 25, 2011, also regulating rights and obligations as shareholders of the Company (the “General Shareholders Agreement”);

V. On this date, prior meetings were held of the shareholders parties to the AG/LF/FATL Shareholders Agreement and of the General Shareholders Agreement, approving, by unanimous vote, the consummation of a transaction that will result in the merging of the activities and businesses of PORTUGAL TELECOM, SGPS S.A., a publicly held corporation, with head offices at Av. Fontes Pereira de Melo no. 40, in the city of Lisbon, Portugal, Legal Entity Registration No. 503 215 058 (“Portugal Telecom SGPS”) and Oi, into a single company, Telemar Participações (which shall be referred to as “CorpCo”), the shareholding base of which shall be held by the shareholders of Portugal Telecom SGPS, Telemar Participações and Oi, whose capital shall be divided into one class of common shares, which shall be traded on the BM&FBOVESPA SA – Stock, Commodities and Futures Exchange (“BM&FBovespa”), NYSE Euronext Lisbon and the NYSE, and, which, shall adhere to the rules of corporate governance of the Novo Mercado section of the BM&FBOVESPA (the “Transaction”);

VI. The consummation of the Transaction is conditioned upon certain steps contemplated in the prior meetings being implemented after the necessary authorizations are obtained, including corporate and regulatory approvals;

VII. The Shareholders mutually agree to make each one of the steps of the Transaction applicable to each other considering that each one of these steps plays a fundamental role and together are important in order for Telemar Participações to achieve the main objectives of the Transaction. The Transaction was structured in this manner since it is the only way to ensure (i) the merger of the activities of Oi with those of Portugal Telecom SGPS; (ii) the strengthening of the capital structure of the surviving company, with the increase of the capital in cash; (iii) the simplifying of Oi’s corporate chain and of its shareholding structure, with the extinction of the holdings that participate in the control; (iv) the transfer of all the tax benefits held by the holdings that participate, directly or indirectly, in the control of Oi, without any cost to the minority shareholders; (v) the diffusion of the shareholder base, with tremendous increase in share liquidity; (vi) the migration to the Novo Mercado segment of BM&FBovespa. All these acts will allow Oi and CorpCo to be in condition to fully attain their potential and ready to deal with the enormous challenges faced in their industry, from technological, competition and investment standpoints;

VIII. The Transaction includes the following events: (i) a capital increase in Oi, by public subscription, with an offering of common and preferred shares, which shall be paid partly in cash and partly in assets represented by the contribution of equity interests owned by Portugal Telecom SGPS in companies that hold all of its operating assets, except for the ownership interest held directly or indirectly in Oi and Contax Participações S.A., and the liabilities of Portugal Telecom SGPS at the date of contribution (the “Capital Increase of Oi”), (ii) the merger of shares of Oi and the Company, which shall be referred to as “Corpco” with the conversion of Oi into a wholly owned subsidiary of Corpco (the “Merger of Oi Shares by Corpco”); and (iii) the merger of Portugal Telecom SGPS into Corpco, as a result of which Portugal Telecom SGPS will cease to exist (the “Merger of Portugal Telecom into Corpco”);

IX. The Transaction also includes a corporate restructuring in the chain of control of Oi (the “Restructuring of Telemar Participações”), encompassing different corporate steps as follows: (i) the merger of AG TELECOM into its controlling shareholder Pasa Participações S.A. (the “Merger of AG TELECOM into PASA”), as a result of which AG TELECOM will cease to exist; (ii) the merger of LF TEL into its controlling shareholder EDSP 75 Participações S.A. (“EDSP 75”) (the “Merger of LF TEL into EDSP 75”), as a result of which LF TEL will cease to exist; (iii) the merger of PASA into BRATEL BRASIL (the “Merger of PASA into BRATEL BRASIL”), as a result of which PASA will cease to exist; (iv) the merger of EDSP 75 into BRATEL BRASIL (the “Merger of EDSP 75 into BRATEL BRASIL”), as a result of which EDSP 75 will cease to exist; (v) the partial split-up of the Company, covering the investment in Oi proportional to the equity holdings of BRATEL BRASIL in the Company, with the spun off assets being absorbed by BRATEL BRASIL (the “Partial Split-Up of TELEMAR PARTICIPAÇÕES”); (vi) the partial split- up of BRATEL BRASIL with the transfer of its remaining ownership interest in the Company to Marnaz Holdings S.A. (the “Partial Split-Up of BRATEL BRASIL”); (vii) the merger of BRATEL BRASIL into Oi (the “Merger of BRATEL BRASIL into Oi”), as a result of which BRATEL BRASIL will cease to exist; (viii) the merger of Venus RJ Participações S.A. into Telemar Participações (the “Merger of VENUS into Telemar Participações”), as a result of which Venus RJ Participações S.A. will cease to exist; (ix) the merger of Sayed RJ Participações S.A. into Telemar Participações (the “Merger of SAYED into Telemar Participações”), as a result of which Sayed will cease to exist(x) the merger of PTB2 S.A. into Telemar Participações (the “Merger of PTB2”), as a result of which PTB2 S.A. will cease to exist; and (xi) merger of Marnaz Holdings S.A. into the Telemar Participações (the “Merger of Marnaz”), as a result of which Marnaz Holdings S.A. will cease to exist;

X. The implementation of the Restructuring of Telemar Participações is conditioned upon the Capital Increase of Oi being effected, observing the conditions approved in the prior meetings, the settlement of the entire indebtedness of AG TELECOM, LF TEL and the Company, the Merger of Oi Shares by CorpCo and other conditions precedent that shall be established in the respective agreements to be executed for each one of said transactions;

XI. The Shareholders wish to amend the AG/LF/FATL Shareholders Agreement so as to include special provisions related to the Transaction;

XII. Further, on the date hereof, parties will execute amendments to the General Shareholders Agreement, executed on April 25, 2008 and subsequently amended on January 25, 2011, the PASA Shareholders Agreement, dated January 25, 2011, and the EDSP75 Shareholders Agreement executed on January 25, 2011 (hereinafter referred to as the “Amendments to the Shareholders Agreements”), containing provisions similar to those herein established.

THE PARTIES have agreed to enter into this 2^nd Amendment to the Shareholders Agreement of Telemar Participações S.A. dated April 25, 2008 and amended on January 25, 2011 (“the 2^nd Amendment”), which shall be governed by the following terms and conditions:

CLAUSE ONE – INCLUSION OF CLAUSE XVII

1.1. The Parties resolve to include Clause XVII in the AG/LF/FATL Shareholders Agreement, establishing special provisions related to the Transaction, worded as follows:

“CLAUSE XVII

SPECIAL PROVISIONS RELATED TO THE TRANSACTION OF MERGING THE ACTIVITES OF OI AND OF PORTUGAL TELECOM SGPS

17.1 The Shareholders undertake the firm, irrevocable and irreversible commitment of exercising their respective voting rights in the Company, as well as having their representatives in the Board of Directors of the Company and of the Relevant Subsidiaries, that will be considered a Relevant Controlled Company for all purposes of this General Shareholders Agreement, irrespective of the ownership percentage that the Company has in the capital stock of Oi, exercise their respective voting rights, so as to approve the Transaction that will unify the activities and businesses carried out by Oi and by Portugal Telecom SGPS, particularly in Brazil, Portugal and Africa, in the exact terms set for the Previous Meeting and the Preliminary General Meeting held on this date February 19, 2014.

17.1.1 Until the consummation of the Transaction, and irrespective of the shareholding percentage that each Shareholder has in the Company throughout the steps of the Transaction, for purposes of the exercise of the voting rights provided in the AG/LF/FATL Shareholders Agreement and in the General Shareholders Agreement, each one of the Shareholders shall be ascribed the number of votes it held on the date of execution of this 2^nd Amendment, observing the special quorums provided in the General Shareholders Agreement in accordance with the shareholding percentage held by each one of the Shareholders on the date hereof.

17.2 In the event judicial, administrative or arbitration decisions are rendered, even if provisional, which prevent the implementation of any of the steps of the Transaction, or in any other manner affect or restrict the effects thereof, the Shareholders undertake the firm, irrevocable and irreversible commitment of exercising their respective voting rights so as to have the Company and/or the Relevant Subsidiaries adopt all measures necessary for implementing the Transaction, assisting in an active, efficient and timely manner so that the Company, and/or Relevant Subsidiaries eliminate, as soon as possible, the effects of said judicial, administrative or arbitration measure(s).

17.3 The Shareholders also undertake the firm, irrevocable and irreversible commitment of exercising their respective voting rights in the Company, as well as having their representatives in the Board of Directors of the Company and of the Relevant Subsidiaries exercise their respective voting rights, so as to maintain the normal course of business of the Company and of the Relevant Subsidiaries , refrain from taking any measure or performing any act that could impair or otherwise adversely affect the consummation of the Transaction.

17.4 The Shareholders acknowledge and agree that all steps of the Restructuring of Telemar Participações as described in the Recital IX of the 2^nd Amendment to Telemar Participações Shareholders Agreement, and the Merger of Oi Shares by Corpco are tied to each other and must be implemented simultaneously. Accordingly, the Shareholders agree that the implementation and efficiency of each one of the steps of the Restructuring of Telemar Participações and the Merger of Oi Shares by Corpco are conditioned to the actual approval and implementation of one another.

17.5 Should the Capital Increase of Oi be effected and any of the subsequent steps of the Transaction, i.e. the Restructuring of Telemar Participações and the Merger of Oi Shares by Corpco, not be concluded by December 31, 2104 (the “Cut-off Date”), the Shareholders shall use their best efforts to implement the restructuring of Telemar Participações and of Oi to achieve the same objectives of the Transaction, although they will be released from the obligation of implementing the Restructuring of Telemar Participações, the Merger of Oi Shares by Corpco and the Merger of Portugal Telecom into Corpco, as approved in the Preliminary General Meeting held on February 19, 2014.

17.6 The Shareholders and the Company declare they are aware of the contents of the Temporary Voting Agreement of the Shareholders of Oi S.A. and of Telemar Participações S.A. (to be referred to as “ CorpCo”) signed between Caravelas Fundo de Investimento em Ações, Portugal Telecom SGPS S.A., Bratel Brasil S.A., Telemar Participações S.A., Andrade Gutierrez S.A. and Jereissati Telecom S.A., with the effectiveness conditioned to the implementation of the Capital Increase of Oi and, such document being filed at the head offices of Oi and recorded in the respective share ownership registries.”.

CLAUSE TWO – GENERAL PROVISIONS

2.1 Terms beginning with capital letter and not expressly defined in this 2nd Amendment shall have the meaning ascribed to them in the AG/LF/FATL Shareholders Agreement.

2.2 All other terms and conditions of the AG/LF/FATL Shareholders Agreement remain in force and are hereby ratified by the Shareholders.

2.3 This 2^nd Amendment shall be irrevocable and irreversible for the undersigned parties and their respective successors under any title.

IN WITNESS WHEREOF, the Parties have executed this instrument in 4 (four) counterparts of equal form and content in the presence of the 2 (two) undersigned witness.

Rio de Janeiro, February 19, 2014.

AG TELECOM PARTICIPAÇÕES S.A.

/s/ Rafael Cardoso Cordeiro	/s/ Renato Torres de Faria
Name: Rafael Cardoso Cordeiro	Name: Renato Torres de Faria
Title:   Agent – Power of Attorney	Title:   Agent – Power of Attorney

Page of signatures of the 2nd Amendment to the Shareholders Agreement of Telemar Participações S.A., executed between AG Telecom Participações S.A., LF Tel S.A., Fundação Atlântico de Seguridade Social and Telemar Participações S.A. on February 19, 2014.

LF TEL S.A.

/s/ Fernando Magalhães Portella	/s/ Alexandre Jereissati Legey
Name: Fernando Magalhães Portella	Name: Alexandre Jereissati Legey
Title:   Executive Officer	Title:   Executive Officer

FUNDAÇÃO ATLÂNTICO DE SEGURIDADE SOCIAL

/s/ Fernando Antonio Pimentel Melo	/s/ Marcio de Araújo Faria
Name: Fernando Antonio Pimentel Melo	Name: Marcio de Araújo Faria
Title:   Chief Executive Officer	Title:   Executive Officer

TELEMAR PARTICIPAÇÕES S.A.

/s/ José Augusto da Gama Figueira	/s/ Armando Gelhardo Nunes Guerra Junior
Name: José Augusto da Gama Figueira	Name: Armando Gelhardo Nunes Guerra Junior
Title:   Agent – Power of Attorney	Title:   Executive Officer

Witnesses:
1.	2.
Name:	Name:
CPF/MF:	CPF/MF:
RG:	RG:

EX-99.6

Exhibit 99.6

This document is a free translation only. Due to the complexities of language translation,

translations are not always precise. The original document was prepared in Portuguese and in

case of any divergence, discrepancy or difference between this version and the Portuguese

version, the Portuguese version shall prevail. The Portuguese version is the only valid and

complete version and shall prevail for any and all purposes. There is no assurance as to the

accuracy, reliability or completeness of the translation. Any person reading this translation and

relying on it should do so at his or her own risk.

TERMINATION OF THE TELEMAR PARTICIPAÇÕES S.A. SHAREHOLDERS AGREEMENT

BETWEEN

AG TELECOM PARTICIPAÇÕES S.A.

LF TEL S.A.

FUNDAÇÃO ATLÂNTICO DE SEGURIDADE SOCIAL

AND, AS INTERVENING PARTY,

TELEMAR PARTICIPAÇÕES S.A.

EXECUTED ON FEBRUARY 19, 2014

TERMINATION OF THE TELEMAR PARTICIPAÇÕES S.A. SHAREHOLDERS AGREEMENT,

EXECUTED ON APRIL 25, 2008 AND AMENDED ON JANUARY 25, 2011.

By this instrument:

1. AG TELECOM PARTICIPAÇÕES S.A., a share corporation with head offices in the City of Rio de Janeiro, State of Rio de Janeiro, at Praia de Botafogo No. 300, suite 401-part, enrolled as taxpayer at CNPJ/MF under No. 03.260.334/0001-92, herein represented in accordance with its By-Laws, hereinafter referred to as “AG TELECOM”;

2. LF TEL S.A., a share corporation with head offices in the city of Sao Paulo, State of Sao Paulo, at Rua Angelina Maffei Vita no. 200, 9^th floor, enrolled as taxpayer at CNPJ/MF under No. 02.390.206/0001-09, herein represented in accordance with its By-Laws, hereinafter referred to as “LF TEL”; and

3. FUNDAÇÃO ATLÂNTICO DE SEGURIDADE SOCIAL, a private pension entity, with head offices in the City of Rio de Janeiro, State of Rio de Janeiro, at Rua Lauro Muller 116, 29^th floor (part), enrolled as taxpayer at CNPJ/MF under No. 07.110.214/0001-60, herein represented in accordance with its By-Laws, hereinafter referred to simply as “FATL”, with AG TELECOM, LF TEL and FATL being hereinafter referred to jointly and indistinguishably as the “Shareholders”;

And, as “Intervening-Consenting Party”,

4. TELEMAR PARTICIPAÇÕES S.A., a publicly held company with head offices at Praia de Botafogo 300, 11th floor, suite 1101 (part), Botafogo, Rio de Janeiro, RJ, enrolled as taxpayer at CNPJ/MF under No. 02.107.946/0001-87, herein represented in accordance with its By-Laws, hereinafter referred to simply as the “Company” or “Telemar Participações”,

WHEREAS:

I. AG TELECOM, LF TEL and FATL are shareholders of the Company;

II. The Company is the controlling shareholder of Oi S.A., a share corporation with head offices in the City and State of Rio de Janeiro, at Rua do Lavradio No. 71, 2nd floor, Centro, enrolled as taxpayer at CNPJ/MF under No. 76.535.764/0001-43 (“Oi”);

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III. On April 25, 2008, the Shareholders executed a shareholders agreement regulating rights and obligations as shareholders of the Company, later amended on January 25, 2011 (the “AG/LF/FATL Shareholders Agreement”);

IV. AG TELECOM, LF TEL and FATL are, further, signatories of a shareholders agreement with BRATEL BRASIL S.A. (“BRATEL BRASIL”), BNDES PARTICIPAÇÕES S.A.—BNDESPAR (“BNDESPAR”), CAIXA DE PREVIDÊNCIA DOS FUNCIONÁRIOS DO BANCO DO BRASIL—PREVI (“PREVI”), FUNDAÇÃO DOS ECONOMIÁRIOS FEDERAIS—FUNCEF (“FUNCEF”) and FUNDAÇÃO PETROBRAS DE SEGURIDADE SOCIAL—PETROS (“PETROS”), executed on April 25, 2008 and amended on January 25, 2011, also regulating rights and obligations as shareholders of the Company (the “General Shareholders Agreement”);

V. On this date, prior meetings were held of the Shareholders parties to the AG/LF/FATL Shareholders Agreement and the General Shareholders Agreement, unanimously approving the consummation of a transaction that will result in the merging of the activities and businesses of PORTUGAL TELECOM, SGPS S.A., a publicly held company with headquarters at Avenida Fontes Pereira de Melo No. 40, in the city of Lisbon, Portugal, Legal Entity Registration No. 503 215 058 (“Portugal Telecom SGPS”) and Oi, into a single company, Telemar Participações (which shall be referred to as “CorpCo”), the shareholding base of which shall be held by the shareholders of Portugal Telecom SGPS, Telemar Participações and Oi, whose capital shall be divided into one class of common shares, which shall be traded on the BM&FBOVESPA SA – Stock, Commodities and Futures Exchange (“BM&FBovespa”), NYSE Euronext Lisbon and the NYSE, and, which, shall adhere to the rules of corporate governance of the Novo Mercado section of the BM&FBOVESPA (the “Transaction”);

VI. The consummation of the Transaction is conditioned upon certain steps contemplated in the prior meetings being implemented after the necessary authorizations are obtained, including corporate and regulatory approvals;

VII. The Shareholders mutually agree to make each one of the steps of the Transaction applicable to each other considering that each one of these steps plays a fundamental role and together are important in order for Telemar Participações to achieve the main objectives of the Transaction. The Transaction was structured in this manner as it is the only way to ensure (i) the merger of the activities of Oi with those of Portugal Telecom SGPS; (ii) the strengthening of the capital structure of the surviving company, with the increase of the capital in cash; (iii) the simplifying of Oi’s corporate chain and of its shareholding structure, with the extinction of the holdings that participate in the control; (iv) the transfer of all the tax benefits held by the holdings that participate, directly or indirectly, in the control of Oi, without any cost to the minority shareholders; (v) the

3

diffusion of the shareholder base, with tremendous increase in share liquidity; (vi) the migration to the Novo Mercado segment of BM&FBovespa. All these acts will allow OI and CorpCo to be in condition to fully attain their potential and be ready to deal with the enormous challenges faced in their industry, from technological, competition and investment standpoints;

VIII. The Transaction includes the following events: (i) a capital increase in Oi, by public subscription, with an offering of common and preferred shares, which shall be paid partly in cash and partly in assets represented by the contribution of equity interests owned by Portugal Telecom SGPS in companies that hold all of its operating assets, except for the ownership interest held directly or indirectly in Oi and Contax Participações S.A., and the liabilities of Portugal Telecom SGPS at the date of contribution (the “Capital Increase of Oi”), (ii) the merger of shares of Oi and the Company, which shall be referred to as “Corpco” with the conversion of Oi into a wholly owned subsidiary of Corpco (the “Merger of Oi Shares by Corpco”); and (iii) the merger of Portugal Telecom SGPS into Corpco, as a result of which Portugal Telecom SGPS will cease to exist (the “Merger of Portugal Telecom into Corpco”);

IX. The Transaction also includes a corporate restructuring in the chain of control of Oi (the “Restructuring of Telemar Participações”), encompassing different corporate steps as follows: (i) the merger of AG TELECOM into its controlling shareholder Pasa Participações S.A. (“PASA”) (the “Merger of AG TELECOM into PASA”), as a result of which AG TELECOM will cease to exist; (ii) the merger of LF TEL into its controlling shareholder EDSP 75 Participações S.A. (“EDSP 75”) (the “Merger of LF TEL into EDSP 75”), as a result of which LF TEL will cease to exist; (iii) the merger of PASA into BRATEL BRASIL (the “Merger of PASA into BRATEL BRASIL”), as a result of which PASA will cease to exist; (iv) the merger of EDSP 75 into BRATEL BRASIL (the “Merger of EDSP 75 into BRATEL BRASIL”), as a result of which EDSP 75 will cease to exist; (v) the partial split-up of the Company, covering the investment in Oi proportional to the equity holdings of BRATEL BRASIL in the Company, with the spun-off assets being merged by BRATEL BRASIL (the “Partial Split-Up of TELEMAR PARTICIPAÇÕES”); (vi) the partial split-up of BRATEL BRASIL with the transfer of its remaining ownership interest in the Company to Marnaz Holdings S.A. (the “Partial Split-Up of BRATEL BRASIL”); (vii) the merger of BRATEL BRASIL into Oi (the “Merger of BRATEL BRASIL into Oi”), as a result of which BRATEL BRASIL will cease to exist; (viii) the merger of Venus RJ Participações S.A. into Telemar Participações (the “Merger of VENUS into Telemar Participações”), as a result of which Venus RJ Participações S.A. will cease to exist; (ix) the merger of Sayed RJ Participações S.A. into Telemar Participações (the “Merger of SAYED into Telemar Participações”), as a result of which Sayed RJ Participações S.A. will cease to exist; (x) the merger of PTB2 S.A. into Telemar Participações (the “Merger of PTB2”), as a result of which PTB2 S.A. will cease to exist; and (xi) the merger of Marnaz Holdings S.A. into the Company (the “Merger of Marnaz”), as a result of which Marnaz Holdings S.A. will cease to exist;

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X. The implementation of the Restructuring of Telemar Participações is conditioned upon the Capital Increase of Oi being effected, observing the conditions approved in the prior meetings, the settlement of the entire indebtedness of AG TELECOM, LF TEL and the Company, the Merger of the Oi Shares by CorpCo and other conditions precedent that shall be established in the respective agreements to be executed for each one of said transactions;

XI. The Shareholders wish to terminate the AG/LF/FATL Shareholders Agreement, under the condition precedent of the Merger of the Oi Shares by Corpco and the approval at the Extraordinary General Shareholders Meeting of Corpco of the Merger of Portugal Telecom into Corpco, which terms shall be provided in their respective agreements to be executed for each one such transaction, as decided in the prior meetings;

XII. Further, on that same date, parties will execute the termination of the General Shareholders Agreement, dated April 25, 2008, later amended on January 25, 2011, the PASA shareholders agreement, dated January 25, 2011, the EDSP 75 shareholders agreement, dated January 25, 2011 and the “Private Instrument of Agreement of Block Shareholders”, signed between BNDESPAR, PREVI, PETROS and FUNCEF on January 25, 2011, all with their effectiveness subject to the steps of the Transaction being implemented.

The PARTIES have agreed to execute this Termination of the Telemar Participações S.A. Shareholders Agreement dated April 25, 2008 and amended on January 25, 2011 (the “Termination”) which shall be governed by the following terms and conditions:

CLAUSE ONE – TERMINATION OF THE AG/LF/FATL SHAREHOLDERS AGREEMENT

1.1. Upon implementation of the conditions provided in Clause Two below, the Shareholders agree that the AG/LF/FATL Shareholders Agreement shall be automatically terminated in full right and, consequently, all rights, obligations and provisions therein contained, whether principal or accessory, related to Telemar Participações and its directly and indirectly controlled companies, whether with regard to the exercise of voting rights or any and all commitments undertaken by the Shareholders thereunder, shall no longer produce effects.

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CLAUSE TWO – EFFICACY

2.1. This Termination is signed under the condition precedent set forth in Article 125 et seq. of the Civil Code and shall only be effective following the actual implementation of the Merger of the Oi Shares by Corpco and the approval at an Extraordinary General Shareholders Meeting of Corpco of the Merger of Portugal Telecom into Corpco.

CLAUSE THREE – RELEASE

3.1. Upon the termination of the AG/LF/FATL Shareholders Agreement becoming effective, subject to the provisions of the preceding clauses, the Shareholders acknowledge that they shall have no further claim against one another, at any time and/or for any reason, whether in court or out, as well as against their controlling shareholders and their directors, the Company and its administrators and their respective successors, whether as shareholders, administrators of the companies directly or indirectly involved in the Transaction or in any other capacity, reciprocally granting each other the most comprehensive, full, general and irrevocable release on their own behalf and that of their respective successors, regarding any and all rights and obligations based on the AG/LF/FATL Shareholders Agreement.

CLAUSE FOUR – GENERAL PROVISIONS

4.1. The terms and conditions of this Termination shall irrevocably and irreversibly benefit and bind the signatories and their respective successors of any kind.

4.2. Any forbearance by any Party of inaccurate or untimely compliance or noncompliance with the obligations of another Party shall only be valid as an isolated occurrence and shall not constitute waiver or novation of any kind.

4.3. In the event that any clause or provision of this Termination becomes ineffective, unenforceable or invalid, such fact shall not affect the enforceability or validity of the other clauses and provisions, which shall remain in full force and effect. In such an event, the Parties shall negotiate in good faith in order to substitute the ineffective clause or provision, such that the objectives and principles established in this instrument be maintained.

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CLAUSE FIVE – CONFLICT RESOLUTION

5.1. The Parties shall use their best efforts to resolve amicably and by consensus any disagreements or conflicts arising from the interpretation and/or implementation of the provisions of this instrument. The Parties hereto undertake to act as follows:

(i) if the Parties do not reach an amicable and consensual solution regarding any disagreements or conflicts arising from the interpretation and/or implementation of this Termination, following discussions over a period of 10 (ten) Business Days, the conflict or the dispute shall be submitted to an Arbitration Panel, within a period of 10 (ten) Business Days from the notification of one Party to any of the others in this regard, pursuant to Law No. 9,307, of September 23, 1996 and the Regulations of the Brazilian Center for Mediation and Arbitration (the “Regulations”);

(ii) the arbitration shall be conducted pursuant to the rules of the Regulations, and the Brazilian Center for Mediation and Arbitration shall be responsible for administering the arbitration procedure;

(iii) the Arbitration Panel shall be comprised of 3 (three) arbitrators, one of whom shall be appointed by the plaintiff Party (or Parties), another by the defendant Party (or Parties), and the third, who shall act as chairman of the Arbitration Panel, by the arbitrators appointed by the Parties. The choice of the third arbitrator shall be made within 10 (ten) days of the appointment of the second arbitrator. In the event one of the parties does not appoint an arbitrator or in the event the appointed arbitrators do not reach a consensus concerning the third arbitrator, it shall be incumbent on the President of the Brazilian Center for Mediation and Arbitration to appoint him or her within a period of 10 (ten) days from the date on which the disagreements or omission occurred;

(iv) the place of arbitration shall be the City of Rio de Janeiro, in the State of Rio de Janeiro, and the language of arbitration shall be Portuguese;

(v) the arbitrators shall make decisions in accordance with the laws of Brazil;

(vi) the arbitral decision shall be considered final and definitive and shall bind the Parties, who expressly waive any type of judicial appeal against the arbitral award;

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(vii) the Parties shall be able to appeal to the Courts only in the specific cases listed below, and such act shall not be considered a waiver of arbitration as the only means of resolving controversies chosen by the Parties: (i) to ensure that arbitration be established; (ii) to obtain court orders for the protection of rights prior to the constitution of the Arbitration Panel; and (iii) to enforce any decision of the Arbitration Panel;

(viii) responsibility for payment of the costs of arbitration shall be determined pursuant to the Regulations.

5.2. This Termination shall be governed and interpreted pursuant to the laws of the Federative Republic of Brazil.

5.3. The Parties select the courts of the Capital of the State of Estado do Rio de Janeiro as solely and exclusively competent to examine and judge issues arising from this Termination, as provided in Clause 5.1 (vii) hereof, and for issues that by force of law cannot be submitted to arbitration, waiving any other, no matter how privileged it may be.

IN WITNESS WHEREOF, the Parties have executed this instrument in 4 (four) counterparts of equal form and content in the presence of the 2 (two) undersigned witness.

Rio de Janeiro, February 19, 2014.

AG TELECOM PARTICIPAÇÕES S.A.

/s/ Rafael Cardoso Cordeiro	/s/ Renato Torres de Faria
Name: Rafael Cardoso Cordeiro	Name: Renato Torres de Faria
Title:   Agent – Power of Attorney	Title:   Agent – Power of Attorney

LF TEL S.A.

/s/ Fernando Magalhães Portella	/s/ Alexandre Jereissati Legey
Name: Fernando Magalhães Portella	Name: Alexandre Jereissati Legey
Title:   Executive Officer	Title:   Executive Officer

8

Page of signatures of the Termination of the Shareholders Agreement of Telemar Participações S.A., executed between AG Telecom Participações S.A., LF Tel S.A., Fundação Atlântico de Seguridade Social, and Telemar Participações S.A. on February 19, 2014.

FUNDAÇÃO ATLÂNTICO DE SEGURIDADE SOCIAL

/s/ Fernando Antonio Pimentel Melo	/s/ Marcio de Araújo Faria
Name: Fernando Antonio Pimentel Melo	Name: Marcio de Araújo Faria
Title:   Chief Executive Officer	Title:   Executive Officer

TELEMAR PARTICIPAÇÕES S.A.

/s/ José Augusto da Gama Figueira	/s/ Armando Galhardo Nunes Guerra Junior
Name: José Augusto da Gama Figueira	Name: Armando Galhardo Nunes Guerra Junior
Title:  Agent – Power of Attorney	Title:   Executive Officer

Witnesses:
1.	2.
Name:	Name:
CPF/MF:	CPF/MF:
RG:	RG:

9

EX-99.9

Exhibit 99.9

This document is a free translation only. Due to the complexities of language

translation, translations are not always precise. The original document was

prepared in Portuguese and in case of any divergence, discrepancy or difference

between this version and the Portuguese version, the Portuguese version shall

prevail. The Portuguese version is the only valid and complete version and shall

prevail for any and all purposes. There is no assurance as to the accuracy, reliability

or completeness of the translation. Any person reading this translation and relying

on it should do so at his or her own risk.

2ND AMENDMENT TO THE SHAREHOLDERS AGREEMENT

OF TELEMAR PARTICIPAÇÕES S.A.

BETWEEN

AG TELECOM PARTICIPAÇÕES S.A.

BNDES PARTICIPAÇÕES S.A. – BNDESPAR

CAIXA DE PREVIDÊNCIA DOS FUNCIONÁRIOS DO BANCO DO BRASIL – PREVI

FUNDAÇÃO ATLÂNTICO DE SEGURIDADE SOCIAL

FUNDAÇÃO DOS ECONOMIÁRIOS FEDERAIS – FUNCEF

FUNDAÇÃO PETROBRAS DE SEGURIDADE SOCIAL – PETROS

LF TEL S.A.

BRATEL BRASIL S.A.

AND, AS INTERVENING PARTIES,

TELEMAR PARTICIPAÇÕES S.A.

PORTUGAL TELECOM, SGPS S.A.

EXECUTED ON FEBRUARY 19, 2014.

2^ND AMENDMENT TO THE TELEMAR PARTICIPAÇÕES S.A.

SHAREHOLDERS AGREEMENT,

EXECUTED ON APRIL 25, 2008 AND AMENDED ON JANUARY 25, 2011

By this instrument:

1. AG TELECOM PARTICIPAÇÕES S.A., a share corporation with head offices in the city of Rio de Janeiro, State of Rio de Janeiro, at Praia de Botafogo no. 300, suite 401-part, enrolled as taxpayer at CNPJ/MF under no. 03.260.334/0001-92, herein represented in accordance with its By-Laws, hereinafter referred to as “AG TELECOM”;

2. BNDES PARTICIPAÇÕES S.A. – BNDESPAR, a corporation constituted as a wholly owned subsidiary of the public federal company Banco Nacional de Desenvolvimento Econômico e Social – BNDES, with head offices in the Brasilia, Federal District, at Setor Comercial Sul – SCS, Centro Empresarial Parque Cidade, Quadra 09, Torre C, 12^th Floor, and an office for services and fiscal domicile at Avenida República do Chile No. 100—part, City and State of Rio de Janeiro, enrolled as taxpayer at CNPJ/MF under No. 00.383.281/0001-09, herein represented in accordance with its By-Laws, hereinafter referred to as “BNDESPAR”;

3. CAIXA DE PREVIDÊNCIA DOS FUNCIONÁRIOS DO BANCO DO BRASIL – PREVI, a private pension entity, with head offices in the City and State of Rio de Janeiro, at Praia de Botafogo No. 501, 3^rd and 4^th floors, enrolled as taxpayer at CNPJ/MF under No. 33.754.482/0001-24, herein represented in accordance with its By-Laws, hereinafter referred to as “PREVI”;

4. FUNDAÇÃO ATLÂNTICO DE SEGURIDADE SOCIAL, a legal entity of private law, with head offices at Rua Lauro Muller 116, 29^th floor, suite 2901, City and State of Rio de Janeiro, enrolled as taxpayer at CNPJ/MF under No. 07.110.214/0001-60, herein represented in accordance with its By-Laws, hereinafter referred to as “FATL”;

5. FUNDAÇÃO DOS ECONOMIÁRIOS FEDERAIS – FUNCEF, a private pension entity, with head offices in the City of Brasilia, Federal District, at SCN Q. 2, Bloco A, 13^th floor, Edifício Corporate Financial Center, enrolled as taxpayer at CNPJ/MF under No. 00.436.923/0001-90, herein represented in accordance with its By-Laws, hereinafter referred to as “FUNCEF”;

6. FUNDAÇÃO PETROBRAS DE SEGURIDADE SOCIAL – PETROS, a private pension entity, with head offices in the City and State of Rio de Janeiro, at Rua do Ouvidor No. 98, enrolled as taxpayer at CNPJ/MF under No. 34.053.942/0001-50, herein represented in accordance with its By-Laws, hereinafter referred to a “PETROS”;

2

7. LF TEL S.A., a share corporation with head offices in the city of Sao Paulo, State of Sao Paulo, at Rua Angelina Maffei Vita no. 200, 9^th floor, enrolled as taxpayer at CNPJ/MF under no. 02.390.206/0001-09, herein represented in accordance with its By-Laws, hereinafter referred to as “LF TEL” and

8. BRATEL BRASIL S.A., a share corporation with head offices in the city of Sao Paulo, State of Sao Paulo, at Rua Cubatão, No. 320, 4^th floor, suite 03, Vila Mariana, enrolled as taxpayer at CNPJ/MF under No. 12.956.126/0001-13, herein represented in accordance with its By-Laws by its legal representatives, undersigned, hereinafter referred to as “BRATEL BRASIL”;

individually also referred to as a “Party” or “Shareholder” and collectively referred to as the “Parties” or “Shareholders”, and, further,

as “Intervening Parties”,

9. TELEMAR PARTICIPAÇÕES S.A., a share corporation with head offices at Praia de Botafogo No. 300, 11^th floor, suite 1101 (part), City and State of Rio de Janeiro, enrolled as taxpayer at CNPJ/MF under No. 02.107.946/0001-87, herein represented in accordance with its By-Laws, hereinafter referred to as “Telemar Participações” or the “Company”; and

10. PORTUGAL TELECOM, SGPS S.A., a share corporation with head offices at Av. Fontes Pereira de Melo n.° 40, Lisbon, Portugal, Legal Entity Registration N.º 503 215 058, herein represented in accordance with its By-Laws, hereinafter referred to as “Portugal Telecom SGPS”;

WHEREAS:

I. The Shareholders are the owners of shares representing all of the capital stock of the Company;

II. The Company is the controlling shareholder of Oi S.A., a share corporation, with head offices in the City and State of Rio de Janeiro, at Rua do Lavradio No. 71, 2^nd floor, Centro, enrolled as taxpayer under CNPJ/MF No. 76.535.64/0001-43 (“Oi”);

III. On April 25, 2008, the Shareholders executed a shareholders agreement regulating certain aspects of their relationship as shareholders of the Company, subsequently amended on January 25, 2011 (the “General Shareholders Agreement”);

3

IV. On this date, prior meetings of the Shareholders were held approving, by unanimous vote, the consummation of a transaction that will result in the merging of the activities and businesses of PORTUGAL TELECOM SGPS and Oi, into a single company, Telemar Participações (which shall be referred to as “CorpCo”), the shareholding base of which shall be held by the shareholders of Portugal Telecom SGPS, Telemar Participações and Oi, whose capital shall be divided into one class of common shares, which shall be traded on the BM&FBOVESPA SA – Stock, Commodities and Futures Exchange (“BM&FBovespa”), NYSE Euronext Lisbon and the NYSE, and, which shall adhere to the rules of corporate governance of the Novo Mercado section of the BM&FBOVESPA (the “Transaction”);

V. The consummation of the Transaction is conditioned upon certain steps contemplated in the prior meetings being implemented after the necessary authorizations are obtained, including corporate and regulatory approvals;

VI. The Shareholders mutually agree to make each one of the steps of the Transaction applicable to each other considering that each one of these steps plays a fundamental role and together are important in order for Telemar Participações to achieve the main objectives of the Transaction. The Transaction was structured in this manner since it is the only way to ensure (i) the merger of the activities of Oi with those of Portugal Telecom SGPS; (ii) the strengthening of the capital structure of the surviving company, with the increase of the capital in cash; (iii) the simplifying of Oi’s corporate chain and of its shareholding structure, with the extinction of the holdings that participate in the control; (iv) the transfer of all the tax benefits held by the holdings that participate, directly or indirectly, in the control of Oi, without any cost to the minority shareholders; (v) the diffusion of the shareholder base, with tremendous increase in share liquidity; (vi) the migration to the Novo Mercado segment of BM&FBovespa. All these acts will allow Oi and CorpCo to be in condition to fully attain their potential and ready to deal with the enormous challenges faced in their industry, from technological, competition and investment standpoints;

VII. The Transaction includes the following events: (i) a capital increase in Oi, by public subscription, with an offering of common and preferred shares, which shall be paid partly in cash and partly in assets represented by the contribution of equity interests owned by Portugal Telecom SGPS in companies that hold all of its operating assets, except for the ownership interest held directly or indirectly in Oi and Contax Participações S.A., and the liabilities of Portugal Telecom SGPS at the date of contribution (the “Capital Increase of Oi”), (ii) the merger of shares of Oi and the Company, which shall be referred to as “Corpco” with the conversion of Oi into a wholly owned subsidiary of Corpco (the “Merger of Oi Shares by Corpco”); and (iii) the merger of Portugal Telecom SGPS into Corpco, as a result of which Portugal Telecom SGPS will cease to exist (the “Merger of Portugal Telecom into Corpco”);

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VIII. The Transaction also includes a corporate restructuring in the chain of control of Oi (the “Restructuring of Telemar Participações”), encompassing different corporate steps as follows: (i) the merger of AG TELECOM into its controlling shareholder Pasa Participações S.A. (“PASA”) (the “Merger of AG TELECOM into PASA”), as a result of which AG TELECOM will cease to exist; (ii) the merger of LF TEL into its controlling shareholder EDSP 75 Participações S.A. (“EDSP 75”) (the “Merger of LF TEL into EDSP 75”), as a result of which LF TEL will cease to exist; (iii) the merger of PASA into BRATEL BRASIL (the “Merger of PASA into BRATEL BRASIL”), as a result of which PASA will cease to exist; (iv) the merger of EDSP 75 into BRATEL BRASIL (the “Merger of EDSP 75 into BRATEL BRASIL”), as a result of which EDSP 75 will cease to exist; (v) the partial split-up of the Company, covering the investment in Oi proportional to the equity holdings of BRATEL BRASIL in the Company, with the spun off assets being absorbed by BRATEL BRASIL (the “Partial Split-Up of TELEMAR PARTICIPAÇÕES”); (vi) the partial split-up of BRATEL BRASIL with the transfer of its remaining ownership interest in the Company to Marnaz Holdings S.A. (the “Partial Split-Up of BRATEL BRASIL”); (vii) the merger of BRATEL BRASIL into Oi (the “Merger of BRATEL BRASIL into Oi”), as a result of which BRATEL BRASIL will cease to exist; (viii) the merger of Venus RJ Participações S.A into Telemar Participações (the “Merger of VENUS into Telemar Participações”), as a result of which Venus RJ Participações S.A. will cease to exist; (ix) the merger of Sayed Participações S.A. into Telemar Participações (the “Merger of SAYED into Telemar Participações”), as a result of which Sayed Participações S.A. will cease to exist; (x) the merger of PTB2 S.A. into Telemar Participações (the “Merger of PTB2”), as a result of which PTB2 S.A. will cease to exist; and (xi) merger of Marnaz Holdings S.A. into the Company (the “Merger of Marnaz”), as a result of which Marnaz Holdings S.A. will cease to exist;

IX. The implementation of the Restructuring of Telemar Participações is conditioned upon the Capital Increase of Oi being effected, observing the conditions approved in the prior meetings, the settlement of the entire indebtedness of AG TELECOM, LF TEL and the Company, the Merger of Oi Shares by CorpCo and other conditions precedent that shall be established in the respective agreements to be executed for each one of said transactions;

X. The Shareholders wish to amend the General Shareholders Agreement so as to include special provisions related to the Transaction;

XI. Further, on the date hereof, parties will execute amendments to the Shareholders Agreement of the Company, executed between AG TELECOM, LF TEL and FATL on April 25, 2008 and subsequently amended on January 25, 2011, to the PASA Shareholders Agreement, dated January 25, 2011 and to the EDSP75 Shareholders Agreement executed on January 25, 2011 (hereinafter referred to as the “Amendments to the Shareholders Agreements”), containing provisions similar to those herein established.

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THE PARTIES have agreed to enter into this 2^nd Amendment to the Shareholders Agreement of Telemar Participações S.A. dated April 25, 2008 and amended on January 25, 2011 (the “2^nd Amendment”), which shall be governed by the following terms and conditions:

CLAUSE ONE – INCLUSION OF CLAUSE XXV

1.1. The Parties resolve to include Clause XXV in the General Shareholders Agreement, establishing special provisions related to the Transaction, worded as follows:

“CLAUSE XXV

SPECIAL PROVISIONS RELATED TO THE TRANSACTION OF MERGING THE ACTIVITIES OF OI AND OF PORTUGAL TELECOM SGPS

25.1 The Shareholders undertake the firm, irrevocable and irreversible commitment of exercising their respective voting rights in the Company, as well as having their representatives in the Board of Directors of the Company and of the Relevant Subsidiaries and of Oi – who shall be considered a Relevant Subsidiary for all purposes of the General Shareholders Agreement, irrespective of the ownership percentage that the Company has in the capital stock of Oi— exercise their respective voting rights, so as to approve the Transaction that will unify the activities and businesses carried out by Oi and by Portugal Telecom SGPS, particularly in Brazil, Portugal and Africa, in the exact terms set forth at the Preliminary General Meeting held on this date of February 19, 2014.

25.1.1 Until the consummation of the Transaction, and irrespective of the shareholding percentage that each Shareholder has in the Company throughout the steps of the Transaction, for purposes of the exercise of the voting rights provided in the General Shareholders Agreement, each one of the Shareholders shall be ascribed the number of votes it held on the date of execution of this 2^nd Amendment, observing the special quorums provided in the General Shareholders Agreement in accordance with the shareholding percentage held by each one of the Shareholders on the date hereof.

25.2 In the event judicial, administrative or arbitration decisions are rendered, even if provisional, which prevent the implementation of any of the steps of the Transaction, or in any other manner affect or restrict the effects thereof, the Shareholders undertake the firm, irrevocable and irreversible commitment of exercising their respective voting rights so as to have the Company and/or the Relevant Subsidiaries adopt all measures necessary for implementing the Transaction, assisting in an active, efficient and timely manner so that the Company and/or Relevant Subsidiaries eliminate, as soon as possible, the effects of said judicial, administrative or arbitration measure(s).

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25.3 The Shareholders also undertake the firm, irrevocable and irreversible commitment of exercising their respective voting rights in the Company, as well as having their representatives in the Board of Directors of the Company and of the Relevant Subsidiaries exercise their respective voting rights, so as to maintain the normal course of business of the Company and of the Relevant Subsidiaries, refrain from taking any measure or performing any act that could impair or otherwise adversely affect the consummation of the Transaction.

25.4 The Shareholders acknowledge and agree that all steps of the Restructuring of Telemar Participações as described in the Recital VIII of the 2^nd Amendment to Telemar Participações Shareholders Agreement, and the Merger of Oi Shares by Corpco are tied to each other and must be implemented simultaneously. Accordingly, the Shareholders agree that the implementation and efficiency of each one of the steps of the Restructuring of Telemar Participações and the Merger of Oi Shares by Corpco are conditioned to the actual approval and implementation of one another.

25.5 Should the Capital Increase of Oi be effected and any of the subsequent steps of the Transaction, i.e. the Restructuring of Telemar Participações and the Merger of Oi Shares by Corpco, not be concluded by December 31, 2104 (the “Cut-off Date”), the Shareholders shall use their best efforts to implement the restructuring of Telemar Participações and of Oi to achieve the same objectives of the Transaction, although they will be released from the obligation of implementing the Restructuring of Telemar Participações, the Merger of Oi Shares by Corpco and the Merger of Portugal Telecom into Corpco, as approved in the Preliminary General Meeting held on February 19, 2014.

25.6 Upon occurrence of the event provided in Clause 25.5, the special quorums provided in the General Shareholders Agreement shall be adjusted to take into account the shareholding percentage the Shareholders BNDESPAR, PREVI, PETROS and FUNCEF had on the Cut-Off Date, so that such Shareholders have the same political rights as they had on the date of execution of this 2^nd Amendment, provided that they have not reduced their respective ownership interests by the Cut-Off Date, as a result of selling their Affected Shares to third parties who are not original parties to the General Shareholders Agreement, or their Related Parties, with the Shareholders undertaking at the outset to sign an amendment to the General Shareholders Agreement on the Cut-Off Date so as to reflect the provisions of this Clause 25.6. For the avoidance of doubt, there will be no adjustment to the percentages of the special quorums of the General Shareholders Meeting as a result of sales or reduction of the equity interest of the Shareholders BNDESPAR, PREVI, PETROS and FUNCEF carried out or having taken place after the Cut-Off Date.

25.7 The Shareholders and the Company declare they are aware of the contents of the Temporary Voting Agreement of the Shareholders of Oi S.A. and of Telemar Participações S.A. (to be referred to as “ CorpCo”) signed between Caravelas Fundo de Investimento em Ações, Portugal Telecom SGPS S.A., Bratel Brasil S.A., Telemar Participações S.A., Andrade Gutierrez S.A. and Jereissati Telecom S.A., with the effectiveness conditioned to the implementation of the Capital Increase of Oi and, such document being filed at the head offices of Oi and recorded in the respective share ownership registries”.

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CLAUSE TWO – GENERAL PROVISIONS

2.1 Terms beginning with capital letter and not expressly defined in this 2nd Amendment shall have the meaning ascribed to them in the General Shareholders Agreement.

2.2 All other terms and conditions of the General Shareholders Agreement remain in force and are hereby ratified by the Shareholders.

2.3 This 2^nd Amendment shall be irrevocable and irreversible for the undersigned parties and their respective successors under any title.

IN WITNESS WHEREOF, the Parties have executed this instrument in 10 (ten) counterparts of equal form and content in the presence of the 2 (two) undersigned witness.

The pages of this instrument were initialed by Vinicius Machado Silva, attorney for the BNDES System, with authorization from the legal representatives, undersigned.

Rio de Janeiro, February 19, 2014.

AG TELECOM PARTICIPAÇÕES S.A.

/s/ Rafael Cardoso Cordeiro	/s/ Renato Torres de Faria
Name: Rafael Cardoso Cordeiro	Name: Renato Torres de Faria
Title:   Agent – Power of Attorney	Title:   Agent – Power of Attorney

8

Page of signatures of the 2nd Amendment to the Shareholders Agreement of Telemar Participações S.A., executed between BNDES Participações S.A. – BNDESPAR, Caixa de Previdência dos Funcionários do Banco do Brasil – PREVI, AG Telecom Participações S.A., LF Tel S.A., Fundação Atlântico de Seguridade Social, Fundação dos Economiários Federais – FUNCEF, Fundação Petrobras de Seguridade Social – PETROS, Bratel Brasil S.A., Telemar Participações S.A. and Portugal Telecom, SGPS S.A. on February 19, 2014.

BNDES PARTICIPAÇÕES S.A. – BNDESPAR

/s/ Caio Marcelo de Medeiros Melo
Name: Caio Marcelo de Medeiros Melo	Name:
Title: Agent – Power of Attorney	Title:

CAIXA DE PREVIDÊNCIA DOS FUNCIONÁRIOS DO BANCO DO BRASIL – PREVI

/s/ Marco Geovanne Tobias de Silva
Name: Marco Geovanne Tobias de Silva	Name:
Title: Executive Officer	Title:

FUNDAÇÃO ATLÂNTICO DE SEGURIDADE SOCIAL

/s/ Fernando Antonio Pimentel Melo	/s/ Marcio de Araújo Faria
Name: Fernando Antonio Pimentel Melo	Name: Marcio de Araújo Faria
Title: Chief Executive Officer	Title: Executive Officer

FUNDAÇÃO DOS ECONOMIÁRIOS FEDERAIS – FUNCEF

/s/ Carlos Augusto Borges	/s/ Emerson Tetsuo Miyazaki
Name: Carlos Augusto Borges	Name: Emerson Tetsuo Miyazaki
Title: Executive Officer	Title: Agent – Power of Attorney

FUNDAÇÃO PETROBRAS DE SEGURIDADE SOCIAL – PETROS

/s/ Carlos Fernando Costa
Name: Carlos Fernando Costa	Name:
Title: Executive Officer	Title:

9

Page of signatures of the 2nd Amendment to the Shareholders Agreement of Telemar Participações S.A., executed between BNDES Participações S.A. – BNDESPAR, Caixa de Previdência dos Funcionários do Banco do Brasil – PREVI, AG Telecom Participações S.A., LF Tel S.A., Fundação Atlântico de Seguridade Social, Fundação dos Economiários Federais – FUNCEF, Fundação Petrobras de Seguridade Social – PETROS, Bratel Brasil S.A., Telemar Participações S.A. and Portugal Telecom, SGPS S.A. on February 19, 2014.

BRATEL BRASIL S.A.

/s/ Shakhaf Wine	/s/ Pedro Guimarães e Melo De Oliveira Guterres
Name: Shakhaf Wine	Name: Pedro Guimarães e Melo De Oliveira Guterres
Title:   Executive Officer	Title:   Executive Officer

LF TEL S.A.

/s/ Fernando Magalhães Portella	/s/ Alexandre Jereissati Legey
Name: Fernando Magalhães Portella	Name: Alexandre Jereissati Legey
Title:   Executive Officer	Title:   Executive Officer

PORTUGAL TELECOM, SGPS S.A.

/s/ Shakhaf Wine
Name: Shakhaf Wine	Name:
Title:   Agent – Power of Attorney	Title:

TELEMAR PARTICIPAÇÕES S.A.

/s/ José Augusto da Gama Figueira	/s/ Armando Galhardo Nunes Guerra Junior
Name: José Augusto da Gama Figueira	Name: Armando Galhardo Nunes Guerra Junior
Title:   Agent – Power of Attorney	Title:   Executive Officer

Witnesses:
1.	2.
Name:	Name:
CPF/MF:	CPF/MF:
RG:	RG:

10

EX-99.10

Exhibit 99.10

This document is a free translation only. Due to the complexities of language translation,

translations are not always precise. The original document was prepared in Portuguese and

in case of any divergence, discrepancy or difference between this version and the Portuguese version, the

Portuguese version shall prevail. The Portuguese version is the only

valid and complete version and shall prevail for any and all purposes. There is no assurance

as to the accuracy, reliability or completeness of the translation. Any person reading this

translation and relying on it should do so at his or her own risk.

TERMINATION OF THE TELEMAR PARTICIPAÇÕES S.A. SHAREHOLDERS AGREEMENT

BETWEEN

AG TELECOM PARTICIPAÇÕES S.A.

BNDES PARTICIPAÇÕES S.A. – BNDESPAR

CAIXA DE PREVIDÊNCIA DOS FUNCIONÁRIOS DO BANCO DO BRASIL – PREVI

FUNDAÇÃO ATLÂNTICO DE SEGURIDADE SOCIAL

FUNDAÇÃO DOS ECONOMIÁRIOS FEDERAIS – FUNCEF

FUNDAÇÃO PETROBRAS DE SEGURIDADE SOCIAL – PETROS

LF TEL S.A.

BRATEL BRASIL S.A.

AND, AS INTERVENING PARTIES,

TELEMAR PARTICIPAÇÕES S.A.

PORTUGAL TELECOM, SGPS S.A.

EXECUTED ON FEBRUARY 19, 2014

TERMINATION OF THE TELEMAR PARTICIPAÇÕES S.A. SHAREHOLDERS AGREEMENT

EXECUTED ON APRIL 25, 2008 AND AMENDED ON JANUARY 25, 2011.

By this instrument:

1. AG TELECOM PARTICIPAÇÕES S.A., a share corporation with head offices in the City of Rio de Janeiro, State of Rio de Janeiro, at Praia de Botafogo No. 300, suite 401 part, enrolled as taxpayer at CNPJ/MF under No. 03.260.334/0001-92, herein represented in accordance with its By-Laws, hereinafter referred to as “AG TELECOM”;

2. BNDES PARTICIPAÇÕES S.A. – BNDESPAR, a corporation constituted as a wholly owned subsidiary of the public federal company Banco Nacional de Desenvolvimento Econômico e Social – BNDES, with head offices in the Brasilia, Federal District, at Setor Comercial Sul – SCS, Centro Empresarial Parque Cidade, Quadra 09, Torre C, 12^th Floor, and an office for services and fiscal domicile at Avenida República do Chile No. 100—part, City and State of Rio de Janeiro, enrolled as taxpayer at CNPJ/MF under No. 00.383.281/0001-09, herein represented in accordance with its By-Laws, hereinafter referred to as “BNDESPAR”;

3. CAIXA DE PREVIDÊNCIA DOS FUNCIONÁRIOS DO BANCO DO BRASIL – PREVI, a private pension entity, with head offices in the City and State of Rio de Janeiro, at Praia de Botafogo No. 501, 3^rd and 4^th floors, enrolled as taxpayer at CNPJ/MF under No. 33.754.482/0001-24, herein represented in accordance with its By-Laws, hereinafter referred to as “PREVI”;

4. FUNDAÇÃO ATLÂNTICO DE SEGURIDADE SOCIAL, a legal entity of private law, with head offices at Rua Lauro Muller 116, 29^th floor, suite 2901, City and State of Rio de Janeiro, enrolled as taxpayer at CNPJ/MF under No. 07.110.214/0001-60, herein represented in accordance with its By-Laws, hereinafter referred to as “FATL”;

5. FUNDAÇÃO DOS ECONOMIÁRIOS FEDERAIS – FUNCEF, a private pension entity, with head offices in the City of Brasilia, Federal District, at SCN Q. 2, Bloco A, 13^th floor, Edifício Corporate Financial Center, enrolled as taxpayer at CNPJ/MF under No. 00.436.923/0001-90, herein represented in accordance with its By-Laws, hereinafter referred to as “FUNCEF”;

6. FUNDAÇÃO PETROBRAS DE SEGURIDADE SOCIAL – PETROS, a private pension entity, with head offices in the City and State of Rio de Janeiro, at Rua do Ouvidor No. 98, enrolled as taxpayer at CNPJ/MF under No. 34.053.942/0001-50, herein represented in accordance with its By-Laws, hereinafter referred to a “PETROS”;

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7. LF TEL S.A., a share corporation with head offices in the city of Sao Paulo, State of Sao Paulo, at Rua Angelina Maffei Vita No. 200, 9^th floor, enrolled as taxpayer at CNPJ/MF under No. 02.390.206/0001-09, herein represented in accordance with its By-Laws, hereinafter referred to as “LF TEL”; and

8. BRATEL BRASIL S.A., a share corporation with head offices in the city of Sao Paulo, State of Sao Paulo, at Rua Cubatão, No. 320, 4^th floor, suite 03, Vila Mariana, enrolled as taxpayer at CNPJ/MF under No. 12.956.126/0001-13, herein represented in accordance with its By-Laws by its legal representatives, undersigned, hereinafter referred to as “BRATEL BRASIL”;

individually also referred to as a “Party” or “Shareholder” and collectively referred to as the “Parties” or “Shareholders”, and, further,

as “Intervening Parties”,

9. TELEMAR PARTICIPAÇÕES S.A., a share corporation with head offices at Praia de Botafogo No. 300, 11^th floor, suite 1101 (part), City and State of Rio de Janeiro, enrolled as taxpayer at CNPJ/MF under No. 02.107.946/0001-87, herein represented in accordance with its By-Laws, hereinafter referred to as “Telemar Participações” or the “Company”; and

10. PORTUGAL TELECOM, SGPS S.A., a publicly traded corporation, with head offices at Av. Fontes Pereira de Melo No. 40, in the City of Lisbon, Portugal, Legal Entity Registration No. 503 215 058, herein represented in accordance with its By-Laws, hereinafter referred to as “Portugal Telecom SGPS”;

WHEREAS:

I. The Shareholders are owners of shares representing the total capital stock of the Company;

II. The Company is the controlling shareholder of Oi S.A., a share corporation with head offices in the City and State of Rio de Janeiro, at Rua do Lavradio No. 71, 2^nd floor, Centro, enrolled as taxpayer at CNPJ/MF under No. 76.535.764/0001-43 (“Oi”);

III. On April 25, 2008, the Shareholders executed a shareholders agreement regulating rights and obligations in their capacity of shareholders of the Company, subsequently amended on January 25, 2011 (the “General Shareholder Agreement”);

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IV. On this date, prior meetings of the Shareholders were held, unanimously approving the consummation of a transaction that will result in the merging of the activities and businesses of PORTUGAL TELECOM, SGPS and Oi, into a single company, Telemar Participações (which shall be referred to as “CorpCo”), the shareholding base of which shall be held by the shareholders of Portugal Telecom SGPS, Telemar Participações and Oi, whose capital shall be divided into one class of common shares, which shall be traded on the BM&FBOVESPA SA – Stock, Commodities and Futures Exchange (“BM&FBovespa”), NYSE Euronext Lisbon and the NYSE, and, which, shall adhere to the rules of corporate governance of the Novo Mercado section of the BM&FBOVESPA (the “Transaction”);

V. The consummation of the Transaction is conditioned to certain steps provided in the prior meetings being implemented after the necessary authorizations are obtained, including corporate and regulatory approvals;

VI. The Shareholders mutually agree to make each one of the steps of the Transaction applicable to each other considering that each one of these steps plays a fundamental role and together are important in order for Telemar Participações to achieve the main objectives of the Transaction. The Transaction was structured in this manner as it is the only way to ensure (i) the merger of the activities of Oi with those of Portugal Telecom SGPS; (ii) the strengthening of the capital structure of the surviving company, with the increase of the capital in cash; (iii) the simplifying of Oi’s corporate chain and of its shareholding structure, with the extinction of the holdings that participate in the control; (iv) the transfer of all the tax benefits held by the holdings that participate, directly or indirectly, in the control of Oi, without any cost to the minority shareholders; (v) the diffusion of the shareholder base, with tremendous increase in share liquidity; (vi) the migration to the Novo Mercado section of the BM&FBovespa. All these acts will allow OI and CorpCo to be in condition to fully attain their potential and be ready to deal with the enormous challenges faced in their industry, from technological, competition and investment standpoints;

VII. The Transaction includes the following events: (i) a capital increase in Oi, by public subscription, with an offering of common and preferred shares, which shall be paid partly in cash and partly in assets represented by the contribution of equity interests owned by Portugal Telecom SGPS in companies that hold all of their operating assets, except for the ownership interest held directly or indirectly in Oi and Contax Participações S.A., and the liabilities of Portugal Telecom SGPS at the date of contribution (the “Capital Increase of Oi”), (ii) the merger of shares of Oi and the Company, which shall be referred to as “Corpco” with the conversion of Oi into a wholly owned subsidiary of Corpco (the “Merger of Oi Shares by Corpco”); and (iii) the merger of Portugal Telecom SGPS into Corpco, as a result of which Portugal Telecom SGPS will cease to exist (the “Merger of Portugal Telecom into Corpco”);

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VIII. The Transaction also includes a corporate restructuring in the chain of control of Oi (the “Restructuring of Telemar Participações”), encompassing different corporate steps as follows: (i) the merger of AG TELECOM into its controlling shareholder Pasa Participações S.A. (“PASA”) (the “Merger of AG TELECOM into PASA”), as a result of which AG TELECOM will cease to exist; (ii) the merger of LF TEL into its controlling shareholder EDSP 75 (the “Merger of LF TEL into EDSP 75”), as a result of which LF TEL will cease to exist; (iii) the merger of PASA into BRATEL BRASIL (the “Merger of PASA into BRATEL BRASIL”), as a result of which PASA will cease to exist; (iv) the merger of EDSP 75 into BRATEL BRASIL (the “Merger of EDSP 75 into BRATEL BRASIL”), as a result of which EDSP 75 will cease to exist; (v) the partial split-up of the Company, covering the investment in Oi proportional to the equity holdings of BRATEL BRASIL in the Company, with the merger of the assets spun off by BRATEL BRASIL (the “Partial Split-Up of TELEMAR PARTICIPAÇÕES”); (vi) the partial split-up of BRATEL BRASIL with the transfer of its remaining ownership interest in the Company to Marnaz Holdings S.A. (the “Partial Split-Up of Bratel Brasil”); (vii) the merger of BRATEL BRASIL into Oi (the “Merger of BRATEL BRASIL into Oi”), as a result of which BRATEL BRASIL will cease to exist; (viii) the merger of Venus RJ Participações S.A. into Telemar Participações (the “Merger of VENUS into Telemar Participações”), as a result of which Venus RJ Participações S.A. will cease to exist; (ix) the merger of Sayed RJ Participações S.A. into Telemar Participações (the “Merger of SAYED into Telemar Participações”), as a result of which Sayed RJ Participações S.A. will cease to exist; (x) the merger of PTB2 S.A. into Telemar Participações (the “Merger of PTB2”), as a result of which PTB2 S.A. will cease to exist; and (xi) merger of Marnaz Holdings S.A. into the Company (the “Merger of Marnaz”), as a result of which Marnaz Holdings S.A. will cease to exist;

IX. The implementation of the Restructuring of Telemar Participações is conditioned upon the Capital Increase of Oi being effected, observing the conditions approved in the prior meetings, the settlement of the entire indebtedness of AG TELECOM, LF TEL and the Company, the Merger of the Oi Shares by CorpCo and other conditions precedent that shall be established in the respective agreements to be executed for each one of said transactions, as decided in the prior meetings of the Shareholders;

X. The Shareholders wish to terminate the General Shareholders Agreement under the condition precedent of the Merger of Oi Shares by Corpco and the approval at the Extraordinary General Shareholders Meeting of Corpco of the Merger of Portugal Telecom by Corpco, which exact terms and conditions shall be provided in their respective agreements to be executed on this date;

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XI. Further, on the same date, parties will execute the termination of the Company Shareholders Agreement between AG TELECOM, LF TEL and FATL, executed on April 25, 2008, subsequently amended on January 25, 2011, the PASA Shareholders Agreement, executed on January 25, 2011, EDSP 75 Shareholders Agreement, executed on January 25, 2011, and the “Private Instrument of Agreement among Block Member Shareholders”, executed between BNDESPAR, PREVI, PETROS and FUNCEF on January 25, 2011, all with their effectiveness subject to the steps of the Transaction being implemented.

The PARTIES have agreed to execute this Termination of the Telemar Participações S.A. Shareholders Agreement executed on April 25, 2008 and amended on January 25, 2011 (the “Termination”), which shall be governed by the following terms and conditions:

CLAUSE ONE – TERMINATION OF THE GENERAL SHAREHOLDERS AGREEMENT

1.1. Upon implementation of the conditions provided in Clause Two below, the Shareholders agree that the General Shareholders Agreement shall be automatically terminated in full right and, consequently, all rights, obligations and provisions therein contained, whether principal or accessory, related to Telemar Participações and its direct and indirectly controlled companies, whether with regard to the exercise of voting rights, to the restrictions imposed on transfers and acquisitions of shares and the subscription rights or any and all commitments undertaken by the Shareholders and also by the Intervening Parties in the referred instrument, shall no longer produce effects.

CLAUSE TWO – EFFICACY

2.1. This Termination is signed under the condition precedent set forth in Article 125 et seq. of the Civil Code and shall only be effective following the actual Merger of Oi Shares by Corpco and the approval at a Corpco Extraordinary General Shareholders Meeting, of the Merger of Portugal Telecom into Corpco.

CLAUSE THREE – RELEASE

3.1. Upon the termination of the General Shareholders Agreement becoming effective, subject to the provisions of the preceding clauses, the Shareholders acknowledge that they shall have no further claim against one another, at any time and/or for any reason, whether in court or out, as well as against their controlling shareholders and their directors, the Company and its administrators and their respective successors, whether as shareholders, administrators of the companies directly or indirectly involved in the Transaction or in any other capacity, reciprocally granting each other the most comprehensive, full, general and irrevocable release on their own behalf and that of their respective successors, regarding any and all rights and obligations based on the General Shareholders Agreement.

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CLAUSE FOUR – GENERAL PROVISIONS

4.1. The terms and conditions of this Termination shall irrevocably and irreversibly benefit and bind the signatories and their respective successors of any kind.

4.2. Any forbearance by any Party of inaccurate, untimely compliance or noncompliance with the obligations by another Party shall only be valid as an isolated occurrence and shall not constitute waiver or novation of any kind.

4.3. In the event that any clause or provision of this Termination becomes ineffective, unenforceable or invalid, such fact shall not affect the enforceability or validity of the other clauses and provisions, which shall remain in full force and effect. In such an event, the Parties shall negotiate in good faith in order to substitute the ineffective clause or provision, such that the objectives and principles established in this instrument be maintained.

CLAUSE FIVE – CONFLICT RESOLUTION

5.1. The Parties shall use their best efforts to resolve amicably and by consensus any disagreements or conflicts arising from the interpretation and/or implementation of the provisions of this instrument. The Parties hereto undertake to act as follows:

(i) if the Parties do not reach an amicable and consensual solution regarding any disagreements or conflicts arising from the interpretation and/or implementation of this Termination, following discussions over a period of 10 (ten) Business Days, the conflict or the controversy shall be submitted to an Arbitration Panel, within a period of 10 (ten) Business Days from the notification of one Party to any of the others in this regard, pursuant to Law No. 9,307, of September 23, 1996 and the Regulations of the Brazilian Center for Mediation and Arbitration (the “Regulations”);

(ii) the arbitration shall be conducted pursuant to the rules of the Regulations, and the Brazilian Center for Mediation and Arbitration shall be responsible for administering the arbitration procedure;

7

(iii) the Arbitration Panel shall be composed of 3 (three) arbitrators, one of whom shall be appointed by the plaintiff Party (or Parties), another by the defendant Party (or Parties), and the third, who shall act as chairman of the Arbitration Panel, by the arbitrators appointed by the Parties. The choice of the third arbitrator shall be made within 10 (ten) days of the appointment of the second arbitrator. In the event one of the parties does not appoint an arbitrator or in the event the appointed arbitrators do not reach a consensus concerning the third arbitrator, it shall be incumbent on the President of the Brazilian Center for Mediation and Arbitration to appoint him or her within a period of 10 (ten) days from the date on which the disagreements or omission occurred;

(iv) the place of arbitration shall be the City of Rio de Janeiro, in the State of Rio de Janeiro, and the language of arbitration shall be Portuguese;

(v) the arbitrators shall make decisions in accordance with the laws of Brazil;

(vi) the arbitral decision shall be considered final and definitive and shall bind the Parties, who expressly waive any type of judicial appeal against the arbitral award;

(vii) the Parties shall be able to appeal to the Courts only in the specific cases listed below, and such act shall not be considered a waiver of arbitration as the only means of resolving controversies chosen by the Parties: (i) to ensure that arbitration be established; (ii) to obtain court orders for the protection of rights prior to the constitution of the Arbitration Panel; and (iii) to enforce any decision of the Arbitration Panel;

(viii) responsibility for payment of the costs of arbitration shall be determined pursuant to the Regulations.

5.2. This Termination shall be governed and interpreted pursuant to the laws of the Federative Republic of Brazil.

5.3. The Parties select the courts of the Capital of the State of Estado do Rio de Janeiro as solely and exclusively competent to examine and judge issues arising from this Termination, as provided in Clause 5.1 (vii) hereof, and for issues that by force of law cannot be submitted to arbitration, waiving any other, no matter how privileged it may be.

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IN WITNESS WHEREOF, the Parties have executed this instrument in 10 (ten) counterparts of equal form and content in the presence of the 2 (two) undersigned witness.

The pages of this instrument were initialed by Vinicius Machado Silva, attorney for the BNDES System, with authorization from the legal representatives, undersigned.

Rio de Janeiro, February 19, 2014.

AG TELECOM PARTICIPAÇÕES S.A.

/s/ Rafael Cardoso Cordeiro	/s/ Renato Torres de Faria
Name: Rafael Cardoso Cordeiro	Name: Renato Torres de Faria
Title: Agent – Power of Attorney	Title: Agent – Power of Attorney

BNDES PARTICIPAÇÕES S.A. – BNDESPAR

/s/ Caio Marcelo de Mederios Meio
Name: Caio Marcelo de Mederios Mero	Name:
Title: Agent – Power of Attorney	Title:

CAIXA DE PREVIDÊNCIA DOS FUNCIONÁRIOS DO BANCO DO BRASIL – PREVI

/s/ Marco Geovanne Tobias da Silva
Name: Marco Geovanne Tobias da Silva	Name:
Title: Executive Officer	Title:

FUNDAÇÃO ATLÂNTICO DE SEGURIDADE SOCIAL

/s/ Fernando Antonio Pimentel Melo	/s/ Marcio de Araújo Faria
Name: Fernando Antonio Pimentel Melo	Name: Marcio de Araújo Faria
Title: Chief Executive Officer	Title: Executive Order

9

Signature page of the Termination of the Telemar Participações S.A. Shareholders Agreement, executed between BNDES Participações S.A. – BNDESPAR, Caixa de Previdência dos Funcionários do Banco do Brasil – PREVI, AG Telecom Participações S.A., LF Tel S.A., Fundação Atlântico de Seguridade Social, Fundação dos Economiários Federais – FUNCEF, Fundação Petrobras de Seguridade Social – PETROS, Bratel Brasil S.A., Telemar Participações S.A. and Portugal Telecom, SGPS S.A. on February 19, 2014.

FUNDAÇÃO DOS ECONOMIÁRIOS FEDERAIS – FUNCEF

/s/ Carlos Augusto Borges	/s/ Emerson Tetsuo Miyazaki
Name: Carlos Augusto Borges	Name: Emerson Tetsuo Miyazaki
Title:   Executive Officer	Title:   Agent – Power of Attorney

FUNDAÇÃO PETROBRAS DE SEGURIDADE SOCIAL – PETROS

/s/ Carlos Fernando Costa
Name: Carlos Fernando Costa	Name:
Title:   Executive Officer	Title:

BRATEL BRASIL S.A.

/s/ Shakhaf Wine	/s/ Pedro Guimarães e Melo De Oliveira Guterres
Name: Shakhaf Wine	Name: Pedro Guimarães e Melo De Oliveira Guterres
Title:   Executive Officer	Title:   Executive Officer

LF TEL S.A.

/s/ Fernando Magalhães Portella	/s/ Alexandre Jereissati Legey
Name: Fernando Magalhães Portella	Name: Alexandre Jereissati Legey
Title:   Executive Officer	Title:   Executive Order

PORTUGAL TELECOM, SGPS S.A.

/s/ Shakhaf Wine
Name: Shakhaf Wine	Name:
Title:   Agent – Power of Attorney	Title:

10

Signature page of the Termination of the Telemar Participações S.A. Shareholders Agreement, executed between BNDES Participações S.A. – BNDESPAR, Caixa de Previdência dos Funcionários do Banco do Brasil – PREVI, AG Telecom Participações S.A., LF Tel S.A., Fundação Atlântico de Seguridade Social, Fundação dos Economiários Federais – FUNCEF, Fundação Petrobras de Seguridade Social – PETROS, Bratel Brasil S.A., Telemar Participações S.A. and Portugal Telecom, SGPS S.A. on February 19, 2014.

TELEMAR PARTICIPAÇÕES S.A.

/s/ José Augusto da Gama Figueira	/s/ Armando Galhardo Nunes Guerra Junior
Name: José Augusto da Gama Figueira	Name: Armando Galhardo Nunes Guerra Junior
Title:   Agent – Power of Attorney	Title:   Executive Officer

Witnesses:

1.	2.
Name:	Name:
CPF/MF:	CPF/MF:
RG:	RG:

EX-99.12

Exhibit 99.12

This document is a free translation only. Due to the complexities of language

translation, translations are not always precise. The original document was

prepared in Portuguese and in case of any divergence, discrepancy or difference

between this version and the Portuguese version, the Portuguese version shall

prevail. The Portuguese version is the only valid and complete version and shall

prevail for any and all purposes. There is no assurance as to the accuracy, reliability

or completeness of the translation. Any person reading this translation and relying

on it should do so at his or her own risk.

1^ST AMENDMENT TO THE SHAREHOLDERS AGREEMENT

OF PASA PARTICIPAÇÕES S.A.

BETWEEN

ANDRADE GUTIERREZ S.A.

AND

BRATEL BRASIL S.A.

AND, AS INTERVENING PARTIES,

PASA PARTICIPAÇÕES S.A.

AG TELECOM PARTICIPAÇÕES S.A.

JEREISSATI TELECOM S.A.

EDSP75 PARTICIPAÇÕES S.A.

LF TEL S.A.

PORTUGAL TELECOM, SGPS S.A.

SAYED RJ PARTICIPAÇÕES S.A.

VENUS RJ PARTICIPAÇÕES S.A.

PTB2 S.A.

EXECUTED ON FEBRUARY 19, 2014.

1^ST AMENDMENT TO THE SHAREHOLDERS AGREEMENT

OF PASA PARTICIPAÇÕES S.A. EXECUTED ON JANUARY 25, 2011

By this instrument:

1. ANDRADE GUTIERREZ S.A. (successor to ANDRADE GUTIERREZ TELECOMUNICACOES LTDA.), a share corporation with head offices in the city of Belo Horizonte, State of Minas Gerais, at Av. do Contorno no. 8.123, Cidade Jardim, enrolled as taxpayer at CNPJ/MF under no. 17.262.197/ooo1-30, herein represented in accordance with this By-Laws, hereinafter referred to as “AG S.A.”; and

2. BRATEL BRASIL S.A., a share corporation with head offices in the city of Sao Paulo, State of Sao Paulo, at Rua Cubatao no. 320, 4^th floor, suite 03, Vila Mariana, enrolled as taxpayer at CNPJ/MF under no. 12.956.126/0001-13, herein represented in accordance with its By-Laws by its undersigned legal representatives, hereinafter referred to as “BRATEL BRASIL”, with AG S.A. and BRATEL BRASIL hereinafter jointly and indistinguishably called the “Shareholders”;

And, as “First Intervening Parties”,

3. PASA PARTICIPAÇÕES S.A., a share corporation with head offices in the city of Belo Horizonte, State of Minas Gerais, at Av. do Contorno no. 8123, Cidade Jardim, enrolled as taxpayer at CNPJ/MF under no. 11.221.565/0001-15, herein represented in accordance with its By-Laws, hereinafter referred to as the “Company”; and

4. AG TELECOM PARTICIPAÇÕES S.A., a share corporation with head offices in the city of Rio de Janeiro, State of Rio de Janeiro, at Praia de Botafogo no. 300, suite 401-part, enrolled as taxpayer at CNPJ/MF under no. 03.260.334/0001-92, herein represented in accordance with its By-Laws, hereinafter referred to as “AG TELECOM” ;

And, as “Second Intervening Parties”,

5. JEREISSATI TELECOM S.A., a share corporation with head offices in the city of Sao Paulo, State of Sao Paulo, at Rua Angelina Maffei Vita no. 200, 9^th floor, enrolled as taxpayer at CNPJ/MF under no. 53.790.218/0001-53, herein represented in accordance with its By-Laws, hereinafter referred to as “JEREISSATI TELECOM”;

2

6. EDSP75 PARTICIPAÇÕES S.A., a share corporation with head offices in the city of Sao Paulo, State of Sao Paulo, at Av. Dr. Chucri Zaidan no. 920, 16^th floor, Vila Cordeiro, enrolled as taxpayer at CNPJ/MF under no. 09.626.007/0001-98, herein represented in accordance with its By-Laws, hereinafter referred to as “EDSP 75”;

7. LF TEL S.A., a share corporation with head offices in the city of Sao Paulo, State of Sao Paulo, at Rua Angelina Maffei Vita no. 200, 9^th floor, enrolled as taxpayer at CNPJ/MF under no. 02.390.206/0001-09, herein represented in accordance with its By-Laws, hereinafter referred to as “LF TEL”;

8. PORTUGAL TELECOM, SGPS S.A., a publicly held company with head offices at Av. Fontes Pereira de Melo no. 40, in the City of Lisbon, Portugal, legal Entity Registration Number 503 215 058, herein represented in accordance with its By-Laws, hereinafter referred to as “Portugal Telecom SGPS”;

9. SAYED PARTICIPAÇÕES S.A., a share corporation with head offices at Avenida Afranio de Melo Franco no. 290 – suite 401 – part, Leblon, in the city of Rio de Janeiro, State of Rio de Janeiro, enrolled as taxpayer at CNPJ/MF under no. 19.073.703/0001-78, herein represented in accordance with its By-Laws, hereinafter referred to as “SAYED”;

10. VENUS RJ PARTICIPAÇÕES S.A., a share corporation with head offices at Praia de Botafogo no. 300, 4^th floor, suite 401– part, in the city of Rio de Janeiro, State of Rio de Janeiro, enrolled as taxpayer at CNPJ/MF under no. 13.892.147/0001-85, herein represented in accordance with its By-Laws, hereinafter referred to as “VENUS”; and

11. PTB2 S.A., a share corporation with head offices in the city of Rio de Janeiro, State of Rio de Janeiro, at Avenida Borges de Medeiros 633, suite 301, Leblon, Rio de Janeiro, CEP 22430-041, enrolled as taxpayer at CNPJ/MF under no. 11.196.690/0001-12, herein represented in accordance with its By-Laws, hereinafter referred to as “ PTB2”;

WHEREAS:

I. AG S.A. and BRATEL BRASIL are the sole shareholders of the Company;

II. The Company has equity interest representing all of the capital stock of AG TELECOM;

III. AG TELECOM, in turn, is a shareholder in Telemar Participações S.A., a share corporation with head offices in the City and State of Rio de Janeiro, at Praia de Botafogo no. 300, 11^th floor, suite 1101 (part), enrolled as taxpayer at CNPJ/MF under no. 02.107.946/0001-87 (“Telemar Participações”) , which is the controlling shareholder of Oi S.A., a share corporation with head offices in the City and State of Rio de Janeiro, at Rua do Lavradio no 71, 2^nd floor, Centro, registered at CNPJ/MF under no. 76.535.764/0001-43 (“Oi”);

3

IV. BRATEL BRASIL, in addition to holding interest in the Company, also has a direct ownership in Telemar Participações;

V. On January 25, 2011, the Shareholders executed a shareholders agreement regulating certain aspects of their relationship as shareholders of the Company, as well as the content of the vote to be taken with regard to certain matters that require special quorum at Telemar Participações (the “AG Shareholders Agreement “);

VI. AG TELECOM signed with LF TEL and FUNDACAO ATLANTICO DE SEGURIDADE SOCIAL (“FATL”) a shareholders agreement regulating rights and obligations as shareholders of Telemar Participações (the “AG/LF/FATL Shareholders Agreement”) executed on April 25, 2008 and amended on January 25, 2011;

VII. AG TELECOM and BRATEL BRASIL are also parties to the shareholders agreement with LF TEL, FATL, BNDES PARTICIPAÇÕES S.A. – BNDESPAR (“BNDESPAR”), CAIXA DE PREVIDENCIA DOS FUNCIONARIOS DO BANCO DO BRASIL – PREVI (“PREVI”), FUNDACAO DOS ECONOMIARIOS FEDERAIS – FUNCEF (“FUNCEF”) and FUNDACAO PETROBRAS DE SEGURIDADE SOCIAL – PETROS (“PETROS”), executed on April 25, 2008 and amended on January 25, 2011, also regulating rights and obligations as shareholders of Telemar Participações (the “General Shareholders Agreement”);

VIII. On this date, a prior meeting was held of the Shareholders of the Company and of the shareholders signatory parties of the LF Shareholders Agreement (as defined below), as well as prior meetings of the shareholders that signed the AG/LF/FATL Shareholders Agreement and of the General Shareholders Agreement approving, by unanimous vote, the consummation of a transaction that will result in the merging of the activities and businesses of PORTUGAL TELECOM SGPS and Oi, into a single company, Telemar Participações (which shall be referred to as “CorpCo”), the shareholding base of which shall be held by the shareholders of Portugal Telecom SGPS, Telemar Participações and Oi, whose capital shall be divided into one class of common shares, which shall be traded on the BM&FBOVESPA SA – Stock, Commodities and Futures Exchange (“BM&FBovespa”), NYSE Euronext Lisbon and the NYSE, and, which, shall adhere to the rules of corporate governance of the Novo Mercado section of the BM&FBOVESPA (the “Transaction”);

IX. The consummation of the Transaction is conditioned upon certain steps contemplated in the prior meetings being implemented after the necessary authorizations are obtained, including corporate and regulatory approvals;

4

X. The Shareholders mutually agree to make each one of the steps of the Transaction applicable to each other considering that each one of these steps plays a fundamental role and together are important in order for Telemar Participações to achieve the main objectives of the Transaction. The Transaction was structured in this manner since it is the only way to ensure (i) the merger of the activities of Oi with those of Portugal Telecom SGPS; (ii) the strengthening of the capital structure of the surviving company, with the increase of the capital in cash; (iii) the simplifying of Oi’s corporate chain and of its shareholding structure, with the extinction of the holdings that participate in the control; (iv) the transfer of all the tax benefits held by the holdings that participate, directly or indirectly, in the control of Oi, without any cost to the minority shareholders; (v) the diffusion of the shareholder base, with tremendous increase in share liquidity; (vi) the migration to the Novo Mercado segment of BM&FBovespa. All these acts will allow Oi and CorpCo to be in condition to fully attain their potential and ready to deal with the enormous challenges faced in their industry, from technological, competition and investment standpoints;

XI. The Transaction includes the following events: (i) a capital increase in Oi, by public subscription, with an offering of common and preferred shares, which shall be paid partly in cash and partly in assets represented by the contribution of equity interests owned by Portugal Telecom SGPS in companies that hold all of its operating assets, except for the ownership interest held directly or indirectly in Oi and Contax Participações S.A., and the liabilities of Portugal Telecom SGPS at the date of contribution (the “Capital Increase of Oi”), (ii) the merger of shares of Oi and Telemar Participações, which shall be referred to as “Corpco” with the conversion of Oi into a wholly owned subsidiary of Corpco (the “Merger of Oi Shares by Corpco”); and (iii) the merger of Portugal Telecom SGPS into Corpco, as a result of which Portugal Telecom SGPS will cease to exist (the “Merger of Portugal Telecom into Corpco”);

XII. The Transaction also includes a corporate restructuring in the chain of control of Oi (the “Restructuring of Telemar Participações”), encompassing different corporate steps as follows: (i) the merger of AG TELECOM into the Company (“Merger of AG TELECOM into PASA”), as a result of which AG TELECOM will cease to exist; (ii) the merger of LF TEL into its controlling shareholder EDSP 75 Participações S.A. (“EDSP 75”) (the “Merger of LF TEL into EDSP 75”), as a result of which LF TEL will cease to exist; (iii) the merger of the Company into BRATEL BRASIL (the “Merger of PASA into BRATEL BRASIL”), as a result of which the Company will cease to exist; (iv) the merger of EDSP 75 into BRATEL BRASIL (the “Merger of EDSP 75 into BRATEL BRASIL”), as a result of which EDSP 75 will cease to exist; (v) the partial split-up of Telemar Participações, covering the investment in Oi proportional to the equity holdings of BRATEL BRASIL by Telemar Participações, with the spun off assets being absorbed by BRATEL BRASIL

5

(the “Partial Split-Up of TELEMAR PARTICIPAÇÕES”); (vi) the partial split-up of BRATEL BRASIL with the transfer of its remaining ownership interest in the Telemar Participações to Marnaz Holdings S.A. (the “Partial Split-Up of BRATEL BRASIL”); (vii) the merger of BRATEL BRASIL into Oi (the “Merger of BRATEL BRASIL into Oi”), as a result of which BRATEL BRASIL will cease to exist; (viii) the merger of VENUS into Telemar Participações (the “Merger of VENUS into Telemar Participações”), as a result of which VENUS will cease to exist; (ix) the merger of SAYED into Telemar Participações (the “Merger of SAYED into Telemar Participações”), as a result of which SAYED will cease to exist; (x) the merger of PTB2 S.A. into Telemar Participações (the “Merger of PTB2”), as a result of which PTB2 S.A. will cease to exist; and (xi) merger of Marnaz Holdings S.A. into the Telemar Participações (the “Merger of Marnaz”), as a result of which Marnaz Holdings S.A. will cease to exist;

XIII. The implementation of the Restructuring of Telemar Participações is conditioned upon the Capital Increase of Oi being effected, observing the conditions approved in the prior meetings, the settlement of the entire indebtedness of AG TELECOM, LF TEL and Telemar Participações, the Merger of Oi Shares by CorpCo and other conditions precedent that shall be established in the respective agreements to be executed for each one of said transactions;

XIV. The Shareholders wish to amend the AG Shareholders Agreement so as to include special provisions related to the Transaction;

XV. Further, on the date hereof, parties will execute amendments to the EDSP75 Shareholders Agreement, executed between JEREISSATI TELECOM and BRATEL BRASIL, on the same date and under the same terms as those of the AG Shareholders Agreement (the “ LF Shareholders Agreement”), the AG/LF/FATL Shareholders Agreement and the General Shareholders Agreement, executed on April 25, 2008 and amended on January 25, 2011 (hereinafter referred to as the “Amendments to the Shareholders Agreements”), containing provisions similar to those herein established.

6

THE PARTIES have agreed to enter into this 1^st Amendment to the Shareholders Agreement of Pasa Participações S.A. dated January 25, 2011 (the “1^st Amendment”), which shall be governed by the following terms and conditions:

CLAUSE ONE – INCLUSION OF CLAUSE XXVIII

1.1. The Parties resolve to include Clause XXVIII in the AG Shareholders Agreement, establishing special provisions related to the Transaction, worded as follows:

“CLAUSE XXVIII

SPECIAL PROVISIONS RELATED TO THE TRANSACTION OF MERGING THE ACTIVITIES OF OI AND OF PORTUGAL TELECOM SGPS

28.1 The Shareholders undertake the firm, irrevocable and irreversible commitment of exercising their respective voting rights in the Company, as well as having AG TELECOM exercise its respective voting rights in Telemar Participações, and have their representatives in the Board of Directors of Telemar Participações and of the Relevant Subsidiary exercise their respective voting rights, so as to approve the Transaction that will unify the activities and businesses carried out by Oi and by Portugal Telecom SGPS, particularly in Brazil, Portugal and Africa, in the exact terms set forth at the Joint Previous Meeting, of the AG/LF/FASS Previous Meeting and of the Preliminary General Meeting held on this date of February 19, 2014.

28.2 In the event judicial, administrative or arbitration decisions are rendered, even if provisional, which prevent the implementation of any of the steps of the Transaction, or in any other manner affect or restrict the effects thereof, the Shareholders undertake the firm, irrevocable and irreversible commitment of exercising their respective voting rights so as to have the Company, Telemar Participações and/or the Relevant Subsidiaries adopt all measures necessary for implementing the Transaction, assisting in an active, efficient and timely manner so that the Company, Telemar Participações and/or Relevant Subsidiaries eliminate, as soon as possible, the effects of said judicial, administrative or arbitration measure(s).

28.3 The Shareholders also undertake the firm, irrevocable and irreversible commitment of exercising their respective voting rights in the Company, as well as having AG TELECOM exercise its respective voting rights in Telemar Participações, and have their representatives in the Board of Directors of Telemar Participações and of the Relevant Subsidiaries exercise their respective voting rights, so as to maintain the normal course of business of the Company, of Telemar Participações and of the Relevant Subsidiaries, refrain from taking any measure or performing any act that could impair or otherwise adversely affect the consummation of the Transaction.

28.4 The Shareholders acknowledge and agree that all steps of the Restructuring of Telemar Participações as described in the Recital XII of the 1^st Amendment to AG Shareholders Agreement, and the Merger of Oi Shares by Corpco are tied to each other and must be implemented simultaneously. Accordingly, the Shareholders agree that the implementation and efficiency of each one of the steps of the Restructuring of Telemar Participações and the Merger of Oi Shares by Corpco are conditioned to the actual approval and implementation of one another.

28.5 Should the Capital Increase of Oi be effected and any of the subsequent steps of the Transaction, i.e. the Restructuring of Telemar Participações and the Merger of Oi Shares by Corpco, not be concluded by December 31, 2104 (the “Cut-off Date”), the Shareholders shall use their best efforts to implement the restructuring of Telemar

7

Participações and of Oi to achieve the same objectives of the Transaction, although they will be released from the obligation of implementing the Restructuring of Telemar Participações, the Merger of Oi Shares by Corpco and the Merger of Portugal Telecom into Corpco, as approved in the Preliminary General Meeting held on February 19, 2014.

28.5.1 Upon occurrence of the event provided in the head paragraph of this Clause, any of the Shareholders may request, by way of notice delivered to the other Shareholders, PASA, AG TELECOM, Venus, RJ Participações S.A. EDSP75, LF TEL and Sayed RJ Participações S.A. (the “Companies”) (a “Notice of Non-Occurrence of Restructuring”), the adoption of the necessary measures, in each one of the Companies, so that BRATEL BRASIL, PTB2, AG S.A. and JEREISSATI TELECOM receive shares of issue of Oi, all free and clear of any and all Liens, held directly by AG TELECOM and by LF TEL, in proportion to the direct and indirect equity interests of the shareholders, as indicated in Attachment 28.5.1 (the “Oi Shares”).

28.6 The Shareholders and the Company declare they are aware of the contents of the Temporary Voting Agreement of the Shareholders of Oi S.A. and of Telemar Participações S.A. (to be referred to as “ CorpCo”) signed between Caravelas Fundo de Investimento em Ações, Portugal Telecom SGPS S.A., Bratel Brasil S.A., Telemar Participações S.A., Andrade Gutierrez S.A. and Jereissati Telecom S.A., with the effectiveness conditioned to the implementation of the Capital Increase of Oi, such document being filed at the head offices of Oi and recorded in the respective share ownership registries”.

CLAUSE TWO – GENERAL PROVISIONS

2.1 Terms beginning with capital letter and not expressly defined in this 1^st Amendment shall have the meaning ascribed to them in the AG Shareholders Agreement.

2.2 All other terms and conditions of the AG Shareholders Agreement remain in force and are hereby ratified by the Shareholders.

2.3 This 1^st Amendment shall be irrevocable and irreversible for the undersigned parties and their respective successors under any title.

2.4 All the provisions of the AG Shareholders Agreement and of this 1^st Amendment shall apply in full to VENUS, such documents to be filed at its head offices, for all purposes of Article 118 of Law NO. 6,404/76.

IN WITNESS WHEREOF, the Parties have executed this instrument in 11 (eleven) counterparts of equal form and content in the presence of the 2 (two) undersigned witness.

8

Page of signatures of the 1st Amendment to the Shareholders Agreement of Pasa Participações S.A., executed between Andrade Gutierrez S.A., Bratel Brasil S.A., Pasa Participações S.A., AG Telecom Participações S.A., Jereissati Telecom S.A., LF Tel S.A., EDSP75 Participações S.A. and Portugal Telecom, SGPS S.A., Venus RJ Participações S.A., Sayed RJ Participações S.A. and PTB2 S.A. on February 19, 2014.

Rio de Janeiro, February 19, 2014.

ANDRADE GUTIERREZ S.A.

/s/ Rafael Cardoso Cordeiro	/s/ Renato Torres de Faria
Name: Rafael Cardoso Cordeiro	Name: Renato Torres de Faria
Title:   Agent – Power of Attorney	Title:   Agent – Power of Attorney

BRATEL BRASIL S.A.

/s/ Shakhaf Wine	/s/ Pedro Guimarães e Melo De Oliveira Guterres
Name: Shakhaf Wine	Name: Pedro Guimarães e Melo De Oliveira Guterres
Title:   Executive Officer	Title:   Executive Officer

PASA PARTICIPAÇÕES S.A.

/s/ Rafael Cardoso Cordeiro	/s/ Renato Torres de Faria
Name: Rafael Cardoso Cordeiro	Name: Renato Torres de Faria
Title:  Agent – Power of Attorney	Title:   Agent – Power of Attorney

AG TELECOM PARTICIPAÇÕES S.A.

/s/ Rafael Cardoso Cordeiro	/s/ Renato Torres de Faria
Name: Rafael Cardoso Cordeiro	Name: Renato Torres de Faria
Title:   Agent – Power of Attorney	Title:   Agent – Power of Attorney

9

Page of signatures of the 1st Amendment to the Shareholders Agreement of Pasa Participações S.A., executed between Andrade Gutierrez S.A., Bratel Brasil S.A., Pasa Participações S.A., AG Telecom Participações S.A., Jereissati Telecom S.A., LF Tel S.A., EDSP75 Participações S.A. and Portugal Telecom, SGPS S.A., Venus RJ Participações S.A., Sayed RJ Participações S.A. and PTB2 S.A. on February 19, 2014.

JEREISSATI TELECOM S.A.

/s/ Fernando Magalhães Portella	/s/ Alexandre Jereissati Legey
Name: Fernando Magalhães Portella	Name: Alexandre Jereissati Legey
Title:   Executive Officer	Title:   Executive Officer

EDSP75 PARTICIPAÇÕES S.A.

/s/ Fernando Magalhães Portella	/s/ Alexandre Jereissati Legey
Name: Fernando Magalhães Portella	Name: Alexandre Jereissati Legey
Title:   Executive Officer	Title:   Executive Officer

LF TEL S.A.

/s/ Fernando Magalhães Portella	/s/ Alexandre Jereissati Legey
Name: Fernando Magalhães Portella	Name: Alexandre Jereissati Legey
Title:   Executive Officer	Title:   Executive Officer

PORTUGAL TELECOM, SGPS S.A.

/s/ Shakhaf Wine
Name: Shakhaf Wine	Name:
Title: Agent – Power of Attorney	Title:

SAYED RJ PARTICIPAÇÕES S.A.

/s/ Fernando Magalhães Portella	/s/ Alexandre Jereissati Legey
Name: Fernando Magalhães Portella	Name: Alexandre Jereissati Legey
Title:   Executive Officer	Title:   Executive Officer

10

Page of signatures of the 1st Amendment to the Shareholders Agreement of Pasa Participações S.A., executed between Andrade Gutierrez S.A., Bratel Brasil S.A., Pasa Participações S.A., AG Telecom Participações S.A., Jereissati Telecom S.A., LF Tel S.A., EDSP75 Participações S.A. and Portugal Telecom, SGPS S.A., Venus RJ Participações S.A., Sayed RJ Participações S.A. and PTB2 S.A. on February 19, 2014.

VENUS RJ PARTICIPAÇÕES S.A.

/s/ Rafael Cardoso Cordeiro	/s/ Renato Torres de Faria
Name: Rafael Cardoso Cordeiro	Name: Renato Torres de Faria
Title:   Agent – Power of Attorney	Title:   Executive Officer

PTB2 S.A.

/s/ Shakhaf Wine	/s/ Pedro Guimarães e Melo De Oliveira Guterres
Name: Shakhaf Wine	Name: Pedro Guimarães e Melo De Oliveira Guterres
Title:   Executive Officer	Title:   Executive Officer

Witnesses:

1.	2.
Name:	Name:
CPF/MF:	CPF/MF:
RG:	RG:

11

1^ST AMENDMENT TO THE SHAREHOLDERS AGREEMENT

OF PASA PARTICIPAÇÕES S.A.

ATTACHMENT 28.5.1

Table of shares issued by Oi S.A. after conversion of the debentures.

Direct AG Telecom

Oi Shares held by	Common Shares		Preferred Shares		Total
AG S.A.		0		10.366.020		10,366,020
Bratel + PT		0		59,335,966		59,335,966
Subtotal		0		69,701,986		69,701,986

Direct LF Tel

Oi Share held by	Common Shares		Preferred Shares		Total
Jereissati Telecom		0		10,365,956		10,365,956
Bratel + PT		0		59,335,599		59,335,599
Subtotal		0		69,701,555		69,701,555

12

EX-99.13

Exhibit 99.13

This document is a free translation only. Due to the complexities of language translation,

translations are not always precise. The original document was prepared in Portuguese and

in case of any divergence, discrepancy or difference between this version and the

Portuguese version, the Portuguese version shall prevail. The Portuguese version is the only

valid and complete version and shall prevail for any and all purposes. There is no assurance

as to the accuracy, reliability or completeness of the translation. Any person reading this

translation and relying on it should do so at his or her own risk.

TERMINATION OF THE PASA PARTICIPAÇÕES S.A. SHAREHOLDERS AGREEMENT

BETWEEN

ANDRADE GUTIERREZ S.A.

AND

BRATEL BRASIL S.A.

AND, AS INTERVENING PARTIES,

PASA PARTICIPAÇÕES S.A.

AG TELECOM PARTICIPAÇÕES S.A.

JEREISSATI TELECOM S.A.

EDSP75 PARTICIPAÇÕES S.A.

LF TEL S.A.

PORTUGAL TELECOM, SGPS S.A.

EXECUTED ON FEBRUARY 19, 2014

TERMINATION OF THE PASA PARTICIPAÇÕES S.A. SHAREHOLDERS AGREEMENT,

EXECUTED ON JANUARY 25, 2011

By this instrument:

1. ANDRADE GUTIERREZ S.A. (successor of ANDRADE GUTIERREZ TELECOMUNICAÇÕES LTDA.), a share corporation with head offices in the city of Belo Horizonte, State of Minas Gerais, at Av. do Contorno No. 8.123, Cidade Jardim, enrolled as taxpayer at CNPJ/MF under No. 17.262.197/0001-30, herein represented in accordance with its By-Laws, hereinafter referred to as “AG S.A.”;

2. BRATEL BRASIL S.A., a share corporation with head offices in the city of Sao Paulo, State of Sao Paulo, at Rua Cubatão, No. 320, 4th floor, suite 03, Vila Mariana, enrolled as taxpayer at CNPJ/MF under No. 12.956.126/0001-13, herein represented in accordance with its By-Laws by its legal representatives, undersigned, hereinafter referred to as “BRATEL BRASIL”, with AG S.A. and BRATEL BRASIL hereinafter referred to collectively and indistinguishably as the “Shareholders”;

And, as “First Intervening Parties”,

3. PASA PARTICIPAÇÕES S.A., a share corporation with head offices in the city of Belo Horizonte, State of Minas Gerais, at Av. do Contorno No. 8123, Cidade Jardim, enrolled as taxpayer at CNPJ/MF under No. 11.221.565/0001-15, herein represented in accordance with its By-Laws, hereinafter referred to as the “Company”; and

4. AG TELECOM PARTICIPAÇÕES S.A., a share corporation with head offices in the city of Rio de Janeiro, State of Rio de Janeiro, at Praia de Botafogo No. 300, suite 401 part, enrolled as taxpayer at CNPJ/MF under No. 03.260.334/0001-92, herein represented in accordance with its By-Laws, hereinafter referred to as “AG TELECOM”;

As “Second Intervening Parties”,

5. JEREISSATI TELECOM S.A., a share corporation with head offices in the city of Sao Paulo, State of Sao Paulo, at Rua Angelina Maffei Vita No. 200, 9^th floor, enrolled as taxpayer at CNPJ/MF under No. 53.790.218/0001-53, herein represented in accordance with its By-Laws, hereinafter referred to as “JEREISSATI TELECOM”;

6. EDSP75 PARTICIPAÇÕES S.A., a share corporation with head offices in the city of Sao Paulo, State of Sao Paulo, at Av. Dr. Chucri Zaidan No. 920, 16^th floor, Vila Cordeiro, enrolled as taxpayer at CNPJ/MF under No. 09.626.007/0001-98, herein represented in accordance with its By-Laws, hereinafter referred to as “EDSP 75”;

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7. LF TEL S.A., a share corporation with head offices in the city of Sao Paulo, State of Sao Paulo, at Rua Angelina Maffei Vita No. 200, 9^th floor, enrolled as taxpayer at CNPJ/MF under No. 02.390.206/0001-09, herein represented in accordance with its By-Laws, hereinafter referred to as “LF TEL”, and

8. PORTUGAL TELECOM, SGPS S.A., a publicly traded corporation, with head offices at Av. Fontes Pereira de Melo No. 40, in the city of Lisbon, Portugal, Legal Entity Registration No. 503 215 058, herein represented in accordance with its By-Laws, hereinafter referred to as “Portugal Telecom SGPS”,

WHEREAS:

I. AG S.A. and BRATEL BRASIL are the sole Shareholders of the Company;

II. The Company has ownership interest representing the entire capital stock of AG TELECOM;

III. AG TELECOM, in its turn, is a shareholder of Telemar Participações S.A., a share Corporation with head offices in the city and State of Rio de Janeiro, at Praia de Botafogo No. 300, 11^th floor, suite 1101 (part), enrolled as taxpayer at CNPJ/MF under No. 02.107.946/0001-87 (“Telemar Participações”), which is the controlling shareholder of Oi S.A., a share Corporation with head offices in the city and State of Rio de Janeiro, at Rua do Lavradio No. 71, 2^nd floor, Centro, enrolled as taxpayer at CNPJ/MF under No. 76.535.764/0001-43 (“Oi”);

IV. BRATEL BRASIL, besides having an equity interest in the Company, also directly has an equity interest in Telemar Participações;

V. On January 25, 2011, the Shareholders executed a shareholders agreement regulating certain aspects of their relationships with Company shareholders, as well as the content of the vote to be taken regarding certain matters subject to a special quorum at Telemar Participações (the “AG Shareholders Agreement”);

VI. AG TELECOM is a signatory to the shareholders agreement with LF TEL and FUNDAÇÃO ATLÂNTICO DE SEGURIDADE SOCIAL (“FATL”) regulating rights and obligations in their capacity as shareholders of Telemar Participações (the “AG/LF/FATL Shareholders Agreement”) executed on April 25, 2008 and amended on January 25, 2011;

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VII. AG TELECOM and BRATEL BRASIL are, further, signatories of the shareholders agreement with LF TEL, FATL, BNDES PARTICIPAÇÕES S.A.—BNDESPAR (“BNDESPAR”), CAIXA DE PREVIDÊNCIA DOS FUNCIONÁRIOS DO BANCO DO BRASIL—PREVI (“PREVI”), FUNDAÇÃO DOS ECONOMIÁRIOS FEDERAIS—FUNCEF (“FUNCEF”) and FUNDAÇÃO PETROBRAS DE SEGURIDADE SOCIAL—PETROS (“PETROS”), executed on April 25, 2008 and amended on January 25, 2011, also regulating rights and obligations in the capacity of shareholders of Telemar Participações (the “General Shareholders Agreement”);

VIII. On this date, prior meetings of the signatory shareholders of the AG Shareholders Agreement, the AG/LF/FATL Shareholders Agreement and the General Shareholders Agreement were held, unanimously approving the consummation of a transaction that will result in the merging of the activities and businesses of PORTUGAL TELECOM, SGPS and Oi, into a single company, Telemar Participações (which shall be referred to as “CorpCo”), the shareholding base of which shall be held by the shareholders of Portugal Telecom SGPS, Telemar Participações and Oi, whose capital shall be divided into one class of common shares, which shall be traded on the BM&FBOVESPA SA – Stock, Commodities and Futures Exchange (“BM&FBovespa”), NYSE Euronext Lisbon and the NYSE, and, which, shall adhere to the rules of corporate governance of the Novo Mercado section of the BM&FBOVESPA (the “Transaction”);

IX. The consummation of the Transaction is conditioned to certain steps provided in the prior meetings being implemented after the necessary authorizations are obtained, including corporate and regulatory approvals;

X. The Shareholders mutually agree to make each one of the steps of the Transaction applicable to each other considering that each one of these steps plays a fundamental role and together are important in order for Telemar Participações to achieve the main objectives of the Transaction. The Transaction was structured in this manner as it is the only way to ensure (i) the merger of the activities of Oi with those of Portugal Telecom SGPS; (ii) the strengthening of the capital structure of the surviving company, with the increase of the capital in cash; (iii) the simplifying of Oi’s corporate chain and of its shareholding structure, with the extinction of the holdings that participate in the control; (iv) the transfer of all the tax benefits held by the holdings that participate, directly or indirectly, in the control of Oi, without any cost to the minority shareholders; (v) the diffusion of the shareholder base, with tremendous increase in share liquidity; (vi) the migration to the Novo Mercado section of the BM&FBovespa. All these acts will allow Oi and CorpCo to be in condition to fully attain their potential and being ready to deal with the enormous challenges faced in their industry, from technological, competition and investment standpoints;

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XI. The Transaction includes the following events: (i) a capital increase in Oi, by public subscription, with an offering of common and preferred shares, which shall be paid partly in cash and partly in assets represented by the contribution of equity interests owned by Portugal Telecom SGPS in companies that hold all of their operating assets, except for the ownership interest held directly or indirectly in Oi and Contax Participações S.A., and the liabilities of Portugal Telecom SGPS at the date of contribution (the “Capital Increase of Oi”), (ii) the merger of shares of Oi and Telemar Participações, which shall be referred to as “Corpco” with the conversion of Oi into a wholly owned subsidiary of Corpco (the “Merger of Oi Shares by Corpco”); and (iii) the merger of Portugal Telecom SGPS into Corpco, as a result of which Portugal Telecom SGPS will cease to exist (the “Merger of Portugal Telecom into Corpco”);

XII. The Transaction also includes a corporate restructuring in the chain of control of Oi (the “Restructuring of Telemar Participações”), encompassing different corporate steps as follows: (i) the merger of AG TELECOM into the Company (the “Merger of AG TELECOM into PASA”), as a result of which AG TELECOM will cease to exist; (ii) the merger of LF TEL into its controlling shareholder EDSP 75 (the “Merger of LF TEL into EDSP 75”), as a result of which LF TEL will cease to exist; (iii) the merger of the Company into BRATEL BRASIL (the “Merger of PASA into BRATEL BRASIL”), as a result of which the Company will cease to exist; (iv) the merger of EDSP 75 into BRATEL BRASIL (the “Merger of EDSP 75 into BRATEL BRASIL”), as a result of which EDSP 75 will cease to exist; (v) the partial split-up of Telemar Participações, covering the investment in Oi proportional to the equity holdings of BRATEL BRASIL in Telemar Participações, with the merger of the assets spun off by BRATEL BRASIL (the “Partial Split-Up of TELEMAR PARTICIPAÇÕES”); (vi) the partial split-up of BRATEL BRASIL with the transfer of its remaining ownership interest in Telemar Participações to Marnaz Holdings S.A. (the “Partial Split-Up of Bratel Brasil”); (vii) the merger of BRATEL BRASIL into Oi (the “Merger of BRATEL BRASIL into Oi”), as a result of which BRATEL BRASIL will cease to exist; (viii) the merger of Venus RJ Participações S.A. into Telemar Participações (the “Merger of VENUS into Telemar Participações”), as a result of which Venus RJ Participações S.A. will cease to exist; (ix) the merger of Sayed RJ Participações S.A. into Telemar Participações (the “Merger of SAYED into Telemar Participações”), as a result of which Sayed RJ Participações S.A. will cease to exist; (x) the merger of PTB2 S.A. into Telemar Participações (the “Merger of PTB2”), as a result of which PTB2 S.A. will cease to exist; and (xi) the merger of Marnaz Holdings S.A. into Telemar Participações (the “Merger of Marnaz”), as a result of which Marnaz Holdings S.A. will cease to exist;

XIII. The implementation of the Restructuring of Telemar Participações is conditioned upon the Capital Increase of Oi being effected, observing the conditions approved in the prior meetings, the settlement of the entire indebtedness of AG TELECOM, LF TEL and Telemar Participações, the Merger of the Oi Shares by CorpCo and other conditions precedent that shall be established in the respective agreements to be executed for each one of said transactions;

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XIV. The Shareholders wish to terminate the AG Shareholders Agreement, under the condition precedent of the Merger of PASA into BRATEL BRASIL;

XV. Further, on the same date, the termination of the AG/LF/FATL Shareholders Agreement, the General Shareholders Agreement, the EDSP75 Shareholders Agreement executed between JEREISSATI TELECOM and BRATEL BRASIL will be executed under the same terms as the AG Shareholder Agreement, and the Private Instrument of Agreement of Block Shareholders, signed among BNDESPAR, PREVI, PETROS and FUNCEF on January 25, 2011, all with their effectiveness subject to the steps of the Transaction being implemented.

The PARTIES have agreed to execute this Termination of the Shareholders Agreement of Pasa Participações S.A., executed on January 25, 2011 (the “Termination”), which shall be governed by the following terms and conditions:

CLAUSE ONE – TERMINATION OF THE AG SHAREHOLDERS AGREEMENT

1.1. Upon implementation of the conditions provided in Clause Two below, the Shareholders agree that the AG Shareholders Agreement shall be automatically terminated in full right and, consequently, all rights, obligations and provisions therein contained, whether principal or accessory, related to the Company itself, to Telemar Participações and its direct and indirect controlled companies, whether with regard to the exercise of voting rights, to the restrictions imposed on transfers and acquisitions of shares and the subscription rights or any and all commitments undertaken by the Shareholders and also the Intervening Parties in the referred instrument, shall no longer produce effects.

CLAUSE TWO – EFFICACY

2.1. This Termination is signed under the condition precedent set forth in Article 125 et seq. of the Civil Code and shall only be effective following the implementation of the Merger of the Company into BRATEL BRASIL.

CLAUSE THREE – RELEASE

3.1. Upon the termination of the AG Shareholders Agreement becoming effective, subject to the provisions of the preceding clauses, the Shareholders and Intervening Parties recognize that they shall have no further claim against one another, at any time and/or for any reason, whether in court or out, as well as against their controlling shareholders and their directors, the Company and its administrators and their respective successors, whether as shareholders, administrators of

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the companies directly or indirectly involved in the Transaction or in any other capacity, reciprocally granting each other the most comprehensive, full, general and irrevocable release on their own behalf and that of their respective successors, especially, but not limited to, the exercise of voting rights, the approval of the management accounts, financial statements and balance sheets of the Company and the companies involved directly or indirectly in the Transaction, and other resolutions, and, also, the fulfillment of their respective obligations under the law, the bylaws of the companies involved in the Transaction or shareholder agreements.

CLAUSE FOUR – GENERAL PROVISIONS

4.1. The terms and conditions of this Termination shall irrevocably and irreversibly benefit and bind the signatories and their respective successors of any kind.

4.2. Any forbearance by any Party of inaccurate, untimely compliance or noncompliance with the obligations of another Party shall only be valid as an isolated occurrence and shall not constitute waiver or novation of any kind.

4.3. In the event that any clause or provision of this Termination becomes ineffective, unenforceable or invalid, such fact shall not affect the enforceability or validity of the other clauses and provisions, which shall remain in full force and effect. In such an event, the Parties shall negotiate in good faith in order to substitute the ineffective clause or provision, such that the objectives and principles established in this instrument be maintained.

CLAUSE FIVE – CONFLICT RESOLUTION

5.1. The Parties shall use their best efforts to resolve amicably and by consensus any disagreements or conflicts arising from the interpretation and/or implementation of the provisions of this instrument. The Parties hereto undertake to act as follows:

(i) if the Parties do not reach an amicable and consensual solution regarding any disagreements or conflicts arising from the interpretation and/or implementation of this Termination, following discussions over a period of 10 (ten) Business Days, the conflict or the controversy shall be submitted to an Arbitration Panel, within a period of 10 (ten) Business Days from the notification of one Party to any of the others in this regard, pursuant to Law No. 9.307, of September 23, 1996 and the Regulations of the Brazilian Center for Mediation and Arbitration (the “Regulations”);

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(ii) the arbitration shall be conducted pursuant to the rules of the Regulations, and the Brazilian Center for Mediation and Arbitration shall be responsible for administering the arbitration procedure;

(iii) the Arbitration Panel shall be composed of 3 (three) arbitrators, one of whom shall be appointed by the plaintiff Party (or Parties), another by the defendant Party (or Parties), and the third, who shall act as chairman of the Arbitration Panel, by the arbitrators appointed by the Parties. The choice of the third arbitrator shall be made within 10 (ten) days of the appointment of the second arbitrator. In the event one of the parties does not appoint an arbitrator or in the event the appointed arbitrators do not reach a consensus concerning the third arbitrator, it shall be incumbent on the President of the Brazilian Center for Mediation and Arbitration to appoint him or her within a period of 10 (ten) days from the date on which the disagreements or omission occurred;

(iv) the place of arbitration shall be the city of Rio de Janeiro, in the State of Rio de Janeiro, and the language of arbitration shall be Portuguese;

(v) the arbitrators shall make decisions in accordance with the laws of Brazil;

(vi) the arbitral decision shall be considered final and definitive and shall bind the Parties, who expressly renounce any type of judicial appeal against the arbitral award;

(vii) the Parties shall be able to appeal to the Courts only in the specific cases listed below, and such act shall not be considered a waiver of arbitration as the only means of resolving controversies chosen by the Parties: (i) to ensure that arbitration be established; (ii) to obtain court orders for the protection of rights prior to the constitution of the Arbitration Panel; and (iii) to enforce any decision of the Arbitration Panel;

(viii) responsibility for payment of the costs of arbitration shall be determined pursuant to the Regulations.

5.2. This Termination shall be governed and interpreted pursuant to the laws of the Federative Republic of Brazil.

5.3. The Parties select the courts of the Capital of the State of Estado do Rio de Janeiro as solely and exclusively competent to examine and judge issues arising from this Termination, as provided in Clause 5.1 (vii) hereof, and for issues that by force of law cannot be submitted to arbitration, waiving any other, no matter how privileged it may be.

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Signature page of the Termination of the Pasa Participações S.A. Shareholders Agreement, executed between Andrade Gutierrez S.A., Bratel Brasil S.A., Pasa Participações S.A., AG Telecom Participações S.A., Jereissati Telecom S.A., LF Tel S.A., EDSP75 Participações S.A. and Portugal Telecom, SGPS S.A. on February 19, 2014.

IN WITNESS WHEREOF, the Parties have executed this instrument in 8 (eight) counterparts of equal form and content in the presence of the 2 (two) undersigned witness.

Rio de Janeiro, February 19, 2014.

ANDRADE GUTIERREZ S.A.

/s/ Rafael Cardoso Cordeiro	/s/ Renato Torres de Faria
Name: Rafael Cardoso Cordeiro	Name: Renato Torres de Faria
Title:  Agent – Power of Attorney	Title:   Executive Officer

BRATEL BRASIL S.A.

/s/ Shakhaf Wine	/s/ Pedro Guimarães e Melo De Oliveira Guterres
Name: Shakhaf Wine	Name: Pedro Guimarães e Melo De Oliveira Guterres
Title:   Agent – Power of Attorney	Title:   Executive Officer

PASA PARTICIPAÇÕES S.A.

/s/ Rafael Cardoso Cordeiro	/s/ Renato Torres de Faria
Name: Rafael Cardoso Cordeiro	Name: Renato Torres de Faria
Title:   Agent – Power of Attorney	Title:   Executive Officer

AG TELECOM PARTICIPAÇÕES S.A.

/s/ Rafael Cardoso Cordeiro	/s/ Renato Torres de Faria
Name: Rafael Cardoso Cordeiro	Name: Renato Torres de Faria
Title:   Agent – Power of Attorney	Title:   Executive Officer

JEREISSATI TELECOM S.A.

/s/ Fernando Magalhães Portella	/s/ Alexandre Jereissati Legey
Name: Fernando Magalhães Portella	Name: Alexandre Jereissati Legey
Title:   Executive Officer	Title:   Executive Officer

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Signature page of the Termination of the Pasa Participações S.A. Shareholders Agreement, executed between Andrade Gutierrez S.A., Bratel Brasil S.A., Pasa Participações S.A., AG Telecom Participações S.A., Jereissati Telecom S.A., LF Tel S.A., EDSP75 Participações S.A. and Portugal Telecom, SGPS S.A. on February 19, 2014.

EDSP75 PARTICIPAÇÕES S.A.

/s/ Fernando Magalhães Portella	/s/ Alexandre Jereissati Legey
Name: Fernando Magalhães Portella	Name: Alexandre Jereissati Legey
Title: Executive Officer	Title: Executive Officer

LF TEL S.A.

/s/ Fernando Magalhães Portella	/s/ Alexandre Jereissati Legey
Name: Fernando Magalhães Portella	Name: Alexandre Jereissati Legey
Title: Executive Officer	Title: Executive Officer

PORTUGAL TELECOM, SGPS S.A.

/s/ Shakhaf Wine
Name: Shakhaf Wine	Name:
Title: Agent – Power of Attorney	Title:

Witnesses:

1.	2.
Name:	Name:
CPF/MF:	CPF/MF:
RG:	RG:

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EX-99.15

Exhibit 99.15

This document is a free translation only. Due to the complexities of language

translation, translations are not always precise. The original document was

prepared in Portuguese and in case of any divergence, discrepancy or difference

between this version and the Portuguese version, the Portuguese version shall

prevail. The Portuguese version is the only valid and complete version and shall

prevail for any and all purposes. There is no assurance as to the accuracy, reliability

or completeness of the translation. Any person reading this translation and relying

on it should do so at his or her own risk.

1^ST AMENDMENT TO THE SHAREHOLDERS AGREEMENT

OF EDSP75 PARTICIPAÇÕES S.A.

BETWEEN

JEREISSATI TELECOM S.A.

AND

BRATEL BRASIL S.A.

AND, AS INTERVENING PARTIES,

EDSP75 PARTICIPAÇÕES S.A.

LF TEL S.A.

ANDRADE GUTIERREZ S.A.

PASA PARTICIPAÇÕES S.A.

AG TELECOM PARTICIPAÇÕES S.A.

PORTUGAL TELECOM, SGPS S.A.

SAYED RJ PARTICIPAÇÕES S.A.

VENUS RJ PARTICIPAÇÕES S.A.

PTB2 S.A.

EXECUTED ON FEBRUARY 19, 2014.

1^ST AMENDMENT TO THE SHAREHOLDERS AGREEMENT

OF EDSP75 PARTICIPAÇÕES S.A. EXECUTED ON 25 JANUARY 2011

By this instrument:

1. JEREISSATI TELECOM S.A., a share corporation with head offices in the city of Sao Paulo, State of Sao Paulo, at Rua Angelina Maffei Vita no. 200, 9^th floor, enrolled as taxpayer at CNPJ/MF under no. 53.790.218/0001-53, herein represented in accordance with its By-Laws, hereinafter referred to as “JEREISSATI TELECOM”; and

2. BRATEL BRASIL S.A., a share corporation with head offices in the city of Sao Paulo, State of Sao Paulo, at Rua Cubatao no. 320, 4^th floor, suite 03, Vila Mariana, enrolled as taxpayer at CNPJ/MF under no. 12.956.126/0001-13, herein represented in accordance with its By-Laws by its undersigned legal representatives, hereinafter referred to as “BRATEL BRASIL”, with JEREISSATI TELECOM and BRATEL BRASIL hereinafter jointly and indistinguishably called the “Shareholders”;

And, as “First Intervening Parties”,

3. EDSP75 PARTICIPAÇÕES S.A., a share corporation with head offices in the city of Sao Paulo, State of Sao Paulo, at Av. Dr. Chucri Zaidan no. 920, 16^th floor, Vila Cordeiro, enrolled as taxpayer at CNPJ/MF under no. 09.626.007/0001-98, herein represented in accordance with its By-Laws, hereinafter referred to as the “Company”; and

4. LF TEL S.A., a share corporation with head offices in the city of Sao Paulo, State of Sao Paulo, at Rua Angelina Maffei Vita no. 200, 9^th floor, enrolled as taxpayer at CNPJ/MF under no. 02.390.206/0001-09, herein represented in accordance with its By-Laws, hereinafter referred to as “LF TEL”

And, as “Second Intervening Parties”

5. ANDRADE GUTIERREZ S.A. (successor of ANDRADE GUTIERREZ TELECOMUNICAÇÕES LTDA.), a share corporation with head offices in the city of Belo Horizonte, State of Minas Gerais, at Av. do Contorno No. 8.123, Cidade Jardim, enrolled as taxpayer at CNPJ/MF under No. 17.262.197/0001-30, herein represented in accordance with its By-Laws, hereinafter referred to as “AG S.A.”;

6. PASA PARTICIPAÇÕES S.A., a share corporation with head offices in the city of Belo Horizonte, State of Minas Gerais, at Av. do Contorno no. 8123, Cidade Jardim, enrolled as taxpayer at CNPJ/MF under no. 11.221.565/0001-15, herein represented in accordance with its By-Laws, hereinafter referred to as “PASA”;

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7. AG TELECOM PARTICIPAÇÕES S.A., a share corporation with head offices in the city of Rio de Janeiro, State of Rio de Janeiro, at Praia de Botafogo no. 300, suite 401-part, enrolled as taxpayer at CNPJ/MF under no. 03.260.334/0001-92, herein represented in accordance with its By-Laws, hereinafter referred to as “AG TELECOM”;

8. PORTUGAL TELECOM, SGPS S.A., a publicly held company with head offices at Av. Fontes Pereira de Melo no. 40, in the City of Lisbon, Portugal, legal Entity Registration Number 503 215 058, herein represented in accordance with its By-Laws, hereinafter referred to as “Portugal Telecom SGPS”;

9. SAYED PARTICIPAÇÕES S.A., a share corporation with head offices at Avenida Afranio de Melo Franco no. 290 – suite 401 – part, Leblon, in the city of Rio de Janeiro, State of Rio de Janeiro, enrolled as taxpayer at CNPJ/MF under no. 19.073.703/0001-78, herein represented in accordance with its By-Laws, hereinafter referred to as “SAYED”;

10. VENUS RJ PARTICIPAÇÕES S.A., a share corporation with head offices at Praia de Botafogo no. 300, 4^th floor, suite 401– part, in the city of Rio de Janeiro, State of Rio de Janeiro, enrolled as taxpayer at CNPJ/MF under no. 13.892.147/0001-85, herein represented in accordance with its By-Laws, hereinafter referred to as “VENUS”; and

11. PTB2 S.A., a share corporation with head offices in the city of Rio de Janeiro, State of Rio de Janeiro, at Avenida Borges de Medeiros 633, suite 301, Leblon, Rio de Janeiro, CEP 22430-041, enrolled as taxpayer at CNPJ/MF under no. 11.196.690/0001-12, herein represented in accordance with its By-Laws, hereinafter referred to as “PTB2”;

WHEREAS:

I. JEREISSATI TELECOM and BRATEL BRASIL are the sole shareholders of the Company;

II. The Company has equity interest representing all of the capital stock of LF TEL;

III. LF TEL, in turn, is a shareholder in Telemar Participações S.A., a share corporation with head offices in the City and State of Rio de Janeiro, at Praia de Botafogo no. 300, 11^th floor, suite 1101 (part), enrolled as taxpayer at CNPJ/MF under no. 02.107.946/0001-87 (“Telemar Participações”) , which is the controlling shareholder of Oi S.A., a share corporation with head offices in the City and State of Rio de Janeiro, at Rua do Lavradio no 71, 2^nd floor, Centro, registered at CNPJ/MF under no. 76.535.764/0001-43 (“Oi”);

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IV. BRATEL BRASIL, in addition to holding interest in the Company, also has a direct ownership in Telemar Participações;

V. On January 25, 2011, the Shareholders executed a shareholders agreement regulating certain aspects of their relationship as shareholders of the Company, as well as the content of the vote to be taken with regard to certain matters that require special quorum at Telemar Participações (the “LF Shareholders Agreement”);

VI. LF TEL signed with AG TELECOM and FUNDACAO ATLANTICO DE SEGURIDADE SOCIAL (“FATL”) a certain shareholders agreement regulating rights and obligations as shareholders of Telemar Participações (the “AG/LF/FATL Shareholders Agreement”) executed on April 25, 2008 and amended on January 25, 2011;

VII. LF TEL and BRATEL BRASIL are also parties to the shareholders agreement with AG TELECOM, FATL, BNDES PARTICIPAÇÕES S.A. – BNDESPAR (“BNDESPAR”), CAIXA DE PREVIDENCIA DOS FUNCIONARIOS DO BANCO DO BRASIL – PREVI (“PREVI”), FUNDACAO DOS ECONOMIARIOS FEDERAIS – FUNCEF (“FUNCEF”) and FUNDACAO PETROBRAS DE SEGURIDADE SOCIAL – PETROS (“PETROS”), executed on April 25, 2008 and amended on January 25, 2011, also regulating rights and obligations as shareholders of Telemar Participações (the “General Shareholders Agreement”);

VIII. On this date, a prior meeting was held of the Shareholders of the Company and of the shareholders signatory parties of the LF Shareholders Agreement (as defined below), as well as prior meetings of the shareholders that signed the AG/LF/FATL Shareholders Agreement and of the General Shareholders Agreement approving, by unanimous vote, the consummation of a transaction that will result in the merging of the activities and businesses of PORTUGAL TELECOM SGPS and Oi, into a single company, Telemar Participações (which shall be referred to as “CorpCo”), the shareholding base of which shall be held by the shareholders of Portugal Telecom SGPS, Telemar Participações and Oi, whose capital shall be divided into one class of common shares, which shall be traded on the BM&FBOVESPA SA – Stock, Commodities and Futures Exchange (“BM&FBovespa”), NYSE Euronext Lisbon and the NYSE, and, which, shall adhere to the rules of corporate governance of the Novo Mercado section of the BM&FBOVESPA (the “Transaction”);

IX. The consummation of the Transaction is conditioned upon certain steps contemplated in the prior meetings being implemented after the necessary authorizations are obtained, including corporate and regulatory approvals, and also includes a corporate restructuring in Oi’s chain of control;

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X. The Shareholders mutually agree to make each one of the steps of the Transaction applicable to each other considering that each one of these steps plays a fundamental role and together are important in order for Telemar Participações to achieve the main objectives of the Transaction. The Transaction was structured in this manner since it is the only way to ensure (i) the merger of the activities of Oi with those of Portugal Telecom SGPS; (ii) the strengthening of the capital structure of the surviving company, with the increase of the capital in cash; (iii) the simplifying of Oi’s corporate chain and of its shareholding structure, with the extinction of the shareholder base that participate in the control; (iv) the transfer of all the tax benefits held by the holdings that participate, directly or indirectly, in the control of Oi, without any cost to the minority shareholders; (v) the diffusion of the holdings, with tremendous increase in share liquidity; (vi) the migration to the Novo Mercado segment of BM&FBovespa. All these acts will allow Oi and CorpCo to be in condition to fully attain their potential and ready to deal with the enormous challenges faced in their industry, from technological, competition and investment standpoints;

XI. The Transaction includes the following events: (i) a capital increase in Oi, by public subscription, with an offering of common and preferred shares, which shall be paid partly in cash and partly in assets represented by the contribution of equity interests owned by Portugal Telecom SGPS in companies that hold all of its operating assets, except for the ownership interest held directly or indirectly in Oi and Contax Participações S.A., and the liabilities of Portugal Telecom SGPS at the date of contribution (the “Capital Increase of Oi”), (ii) the merger of shares of Oi and Telemar Participações, which shall be referred to as “Corpco” with the conversion of Oi into a wholly owned subsidiary of Corpco (the “Merger of Oi Shares by Corpco”); and (iii) the merger of Portugal Telecom SGPS into Corpco, as a result of which Portugal Telecom SGPS will cease to exist (the “Merger of Portugal Telecom into Corpco”);

XII. The Transaction also includes a corporate restructuring in the chain of control of Oi (the “Restructuring of Telemar Participações”), encompassing different corporate steps as follows: (i) the merger of LF TEL by the Company (the “Merger of LF TEL into EDSP 75”), as a result of which LF TEL will cease to exist; (ii) the merger of AG TELECOM into its controlling shareholder PASA (the “Merger of AG TELECOM into PASA”), as a result of which AG TELECOM will cease to exist; (iii) the merger of the Company into BRATEL BRASIL (the “Merger of EDSP75 into BRATEL BRASIL”), as a result of which the Company will cease to exist; (iv) the merger of PASA into BRATEL BRASIL (the “Merger of PASA into BRATEL BRASIL”), as a result of which PASA will cease to exist; (v) the partial split-up of Telemar Participações, covering the investment in Oi proportional to the equity holdings of BRATEL BRASIL by Telemar Participações, with the spun off assets being absorbed by BRATEL BRASIL (the “Partial Split-Up of TELEMAR PARTICIPAÇÕES”); (vi) the partial split-up of BRATEL

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BRASIL with the transfer of its remaining ownership interest in the Telemar Participações to Marnaz Holdings S.A. (the “Partial Split-Up of BRATEL BRASIL”); (vii) the merger of BRATEL BRASIL into Oi (the “Merger of BRATEL BRASIL into Oi”), as a result of which BRATEL BRASIL will cease to exist; (viii) the merger of VENUS into Telemar Participações (the “Merger of VENUS into Telemar Participações”), as a result of which VENUS will cease to exist; (ix) the merger of SAYED into Telemar Participações (the “Merger of SAYED into Telemar Participações”), as a result of which SAYED will cease to exist; (x) the merger of PTB2 S.A. into Telemar Participações (the “Merger of PTB2”), as a result of which PTB2 S.A. will cease to exist; and (xi) merger of Marnaz Holdings S.A. into the Telemar Participações (the “Merger of Marnaz”) as a result of which Marnaz Holdings S.A. will cease to exist;

XIII. The implementation of the Restructuring of Telemar Participações is conditioned upon the Capital Increase of Oi being effected, observing the conditions approved in the prior meetings, the settlement of the entire indebtedness of AG TELECOM, LF TEL and Telemar Participações, the Merger of Oi Shares by CorpCo and other conditions precedent that shall be established in the respective agreements to be executed for each one of said transactions;

XIV. The Shareholders wish to amend the LF Shareholders Agreement so as to include special provisions related to the Transaction;

XV. Further, on the date hereof, parties will execute amendments to the PASA Shareholders Agreement, executed between AG S.A. and BRATEL BRASIL, on the same date and under the same terms as those of the LF Shareholders Agreement (the “AG Shareholders Agreement”), the AG/LF/FATL Shareholders Agreement and the General Shareholders Agreement, executed on April 25, 2008 and amended on January 25, 2011 (hereinafter referred to as the “Amendments to the Shareholders Agreements”), containing provisions similar to those herein established.

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THE PARTIES have agreed to enter into this 1^st Amendment to the Shareholders Agreement of EDSP75 Participações S.A. dated January 25, 2011 (the “1^st Amendment”), which shall be governed by the following terms and conditions:

CLAUSE ONE – INCLUSION OF CLAUSE XXVIII

1.1. The Parties resolve to include Clause XXVIII in the LF Shareholders Agreement, establishing special provisions related to the Transaction, worded as follows:

“CLAUSE XXVIII

SPECIAL PROVISIONS RELATED TO THE TRANSACTION OF MERGING THE ACTIVITIES OF OI AND OF PORTUGAL TELECOM SGPS

28.1 The Shareholders undertake the firm, irrevocable and irreversible commitment of exercising their respective voting rights in the Company, as well as having LF TEL exercise its respective voting rights in Telemar Participações, and have their representatives in the Board of Directors of Telemar Participações and of the Relevant Subsidiaries exercise their respective voting rights, so as to approve the Transaction that will unify the activities and businesses carried out by Oi and by Portugal Telecom SGPS, particularly in Brazil, Portugal and Africa, in the exact terms set forth at the Joint Previous Meeting, of the AG/LF/FASS Previous Meeting and of the Preliminary General Meeting held on this date of February 19, 2014.

28.2 In the event judicial, administrative or arbitration decisions are rendered, even if provisional, which prevent the implementation of any of the steps of the Transaction, or in any other manner affect or restrict the effects thereof, the Shareholders undertake the firm, irrevocable and irreversible commitment of exercising their respective voting rights so as to have the Company, Telemar Participações and/or the Relevant Subsidiaries adopt all measures necessary for implementing the Transaction, assisting in an active, efficient and timely manner so that the Company, Telemar Participações and/or Relevant Subsidiaries eliminate, as soon as possible, the effects of said judicial, administrative or arbitration measure(s).

28.3 The Shareholders also undertake the firm, irrevocable and irreversible commitment of exercising their respective voting rights in the Company, as well as having LF TEL exercise its respective voting rights in Telemar Participações, and have their representatives in the Board of Directors of Telemar Participações and of the Relevant Subsidiaries exercise their respective voting rights, so as to maintain the normal course of business of the Company, of Telemar Participações and of the Relevant Subsidiaries, refrain from taking any measure or performing any act that could impair or otherwise adversely affect the consummation of the Transaction.

28.4 The Shareholders acknowledge and agree that all steps of the Restructuring of Telemar Participações as described in the Recital XII of the 1^st Amendment to LF Shareholders Agreement, and the Merger of Oi Shares by Corpco are tied to each other and must be implemented simultaneously. Accordingly, the Shareholders agree that the implementation and efficiency of each one of the steps of the Restructuring of Telemar Participações and the Merger of Oi Shares by Corpco are conditioned to the actual approval and implementation of one another.

28.5 Should the Capital Increase of Oi be effected and any of the subsequent steps of the Transaction, i.e. the Restructuring of Telemar Participações and the Merger of Oi Shares by Corpco, not be concluded by December 31, 2104 (the “Cut-off Date”), the Shareholders shall use their best efforts to implement the restructuring of Telemar

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Participações and of Oi to achieve the same objectives of the Transaction, although they will be released from the obligation of implementing the Restructuring of Telemar Participações, the Merger of Oi Shares by Corpco and the Merger of Portugal Telecom into Corpco, as approved in the Preliminary General Meeting held on February 19, 2014.

28.5.1 Upon occurrence of the event provided in the head paragraph of this Clause, any of the Shareholders may request, by way of notice delivered to the other Shareholders, to PASA, AG TELECOM, Venus RJ Participações S.A., EDSP75, LF TEL and Sayed RJ Participações S.A. (the “Companies”) (a “Notice of Non-Occurrence of Restructuring”), the adoption of the necessary measures, in each one of the Companies, so that BRATEL BRASIL, PTB2, AG S.A. and JEREISSATI TELECOM receive shares of issue of Oi, all free and clear of any and all Liens, held directly by AG TELECOM and by LF TEL, in proportion to the direct and indirect equity interests of the shareholders, as indicated in Attachment 28.5.1 (the “ Oi Shares” ).

28.6 The Shareholders and the Company declare they are aware of the contents of the Temporary Voting Agreement of the Shareholders of Oi S.A. and of Telemar Participações S.A. (to be referred to as “ CorpCo”) signed between Caravelas Fundo de Investimento em Ações, Portugal Telecom SGPS S.A., Bratel Brasil S.A., Telemar Participações S.A., Andrade Gutierrez S.A. and Jereissati Telecom S.A., with the effectiveness conditioned to the implementation of the Capital Increase of Oi, such document being filed at the head offices of Oi and recorded in the respective share ownership registries”.

CLAUSE TWO – GENERAL PROVISIONS

2.1 Terms beginning with capital letter and not expressly defined in this 1^st Amendment shall have the meaning ascribed to them in the LF Shareholders Agreement.

2.2 All other terms and conditions of the LF Shareholders Agreement remain in force and are hereby ratified by the Shareholders.

2.3 This 1^st Amendment shall be irrevocable and irreversible for the undersigned parties and their respective successors under any title.

2.4 All the provisions of the LF Shareholders Agreement and of this 1^st Amendment shall apply in full to SAYED, such documents to be filed at its head offices, for all purposes of Article 118 of Law NO. 6,404/76.

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IN WITNESS WHEREOF, the Parties have executed this instrument in 11 (eleven) counterparts of equal form and content in the presence of the 2 (two) undersigned witness.

Rio de Janeiro, February 19, 2014.

JEREISSATI TELECOM S.A.

/s/ Fernando Magalhães Portella	/s/ Alexandre Jereissati Legey
Name: Fernando Magalhães Portella	Name: Alexandre Jereissati Legey
Title:   Executive Officer	Title:   Executive Officer

BRATEL BRASIL S.A.

/s/ Shakhaf Wine	/s/ Pedro Guimarães e Melo De Oliveira Guterres
Name: Shakhaf Wine	Name: Pedro Guimarães e Melo De Oliveira Guterres
Title:   Executive Officer	Title:   Executive Officer

EDSP75 PARTICIPAÇÕES S.A.

/s/ Fernando Magalhães Portella	/s/ Alexandre Jereissati Legey
Name: Fernando Magalhães Portella	Name: Alexandre Jereissati Legey
Title:   Executive Officer	Title:   Executive Officer

LF TEL S.A.

/s/ Fernando Magalhães Portella	/s/ Alexandre Jereissati Legey
Name: Fernando Magalhães Portella	Name: Alexandre Jereissati Legey
Title:   Executive Officer	Title:   Executive Officer

9

Page of signatures of the 1st Amendment to the Shareholders Agreement EDSP75 Participações S.A., executed between Jereissati Telecom S.A., Bratel Brasil S.A., EDSP75 Participações S.A., LF Tel S.A., Andrade Gutierrez S.A., Pasa Participações S.A., AG Telecom Participações S.A. and Portugal Telecom, SGPS S.A., Venus RJ Participações S.A., Sayed RJ Participações S.A. and PTB2 S.A. on February 19, 2014.

PASA PARTICIPAÇÕES S.A.

/s/ Rafael Cardoso Cordeiro	/s/ Renato Torres de Faria
Name: Rafael Cardoso Cordeiro	Name: Renato Torres de Faria
Title: Agent – Power of Attorney	Title: Agent – Power of Attorney

ANDRADE GUTIERREZ S.A.

/s/ Rafael Cardoso Cordeiro	/s/ Renato Torres de Faria
Name: Rafael Cardoso Cordeiro	Name: Renato Torres de Faria
Title: Agent – Power of Attorney	Title: Executive Officer

AG TELECOM PARTICIPAÇÕES S.A.

/s/ Rafael Cardoso Cordeiro	/s/ Renato Torres de Faria
Name: Rafael Cardoso Cordeiro	Name: Renato Torres de Faria
Title: Agent – Power of Attorney	Title: Agent – Power of Attorney

PORTUGAL TELECOM, SGPS S.A.

/s/ Shakhaf Wine
Name: Shakhaf Wine	Name:
Title: Agent – Power of Attorney	Title:

SAYED RJ PARTICIPAÇÕES S.A.

/s/ Fernando Magalhães Portella	/s/ Alexandre Jereissati Legey
Name: Fernando Magalhães Portella	Name: Alexandre Jereissati Legey
Title: Executive Officer	Title: Executive Officer

10

Page of signatures of the 1st Amendment to the Shareholders Agreement EDSP75 Participações S.A., executed between Jereissati Telecom S.A., Bratel Brasil S.A., EDSP75 Participações S.A., LF Tel S.A., Andrade Gutierrez S.A., Pasa Participações S.A., AG Telecom Participações S.A. and Portugal Telecom, SGPS S.A., Venus RJ Participações S.A., Sayed RJ Participações S.A. and PTB2 S.A. on February 19, 2014.

VENUS RJ PARTICIPAÇÕES S.A.

/s/ Rafael Cardoso Cordeiro	/s/ Renato Torres de Faria
Name: Rafael Cardoso Cordeiro	Name: Renato Torres de Faria
Title:Agent – Power of Attorney	Title: Executive Officer

PTB2 S.A.

/s/ Shakhaf Wine	/s/ Pedro Guimarães e Melo De Oliveira Guterres
Name: Shakhaf Wine	Name: Pedro Guimarães e Melo De Oliveira Guterres
Title: Executive Officer	Title: Executive Officer

Witnesses:
1.	2.
Name:	Name:
CPF/MF:	CPF/MF:
RG:	RG:

11

1^ST AMENDMENT TO THE SHAREHOLDERS AGREEMENT

OF PASA PARTICIPAÇÕES S.A.

ATTACHMENT 28.5.1

Table of shares issued by Oi S.A. after conversion of the debentures.

Direct AG Telecom

Oi Shares held by	Common Shares		Preferred Shares		Total
AG S.A.		0		10.366.020		10,366,020
Bratel + PT		0		59,335,966		59,335,966
Subtotal		0		69,701,986		69,701,986

Direct LF Tel

Oi Share held by	Common Shares		Preferred Shares		Total
Jereissati Telecom		0		10,365,956		10,365,956
Bratel + PT		0		59,335,599		59,335,599
Subtotal		0		69,701,555		69,701,555

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EX-99.16

Exhibit 99.16

This document is a free translation only. Due to the complexities of language translation,

translations are not always precise. The original document was prepared in Portuguese and

in case of any divergence, discrepancy or difference between this version and the

Portuguese version, the Portuguese version shall prevail. The Portuguese version is the only

valid and complete version and shall prevail for any and all purposes. There is no assurance

as to the accuracy, reliability or completeness of the translation. Any person reading this

translation and relying on it should do so at his or her own risk.

TERMINATION OF THE EDSP75 PARTICIPAÇÕES S.A. SHAREHOLDERS AGREEMENT

BETWEEN

JEREISSATI TELECOM S.A.

AND

BRATEL BRASIL S.A.

AND, AS INTERVENING PARTIES,

EDSP75 PARTICIPAÇÕES S.A.

LF TEL S.A.

ANDRADE GUTIERREZ S.A.

PASA PARTICIPAÇÕES S.A.

AG TELECOM PARTICIPAÇÕES S.A.

PORTUGAL TELECOM, SGPS S.A.

EXECUTED ON FEBRUARY 19, 2014

TERMINATION OF THE EDSP75 PARTICIPAÇÕES S.A. SHAREHOLDERS AGREEMENT,

EXECUTED ON JANUARY 25, 2011

By this instrument:

1. JEREISSATI TELECOM S.A., a share corporation with head offices in the city of Sao Paulo, State of Sao Paulo, at Rua Angelina Maffei Vita No. 200, 9^th floor, enrolled as taxpayer at CNPJ/MF under No. 53.790.218/0001-53, herein represented in accordance with its By-Laws, hereinafter referred to as “JEREISSATI TELECOM”; and

2. BRATEL BRASIL S.A., a share corporation with head offices in the city of Sao Paulo, State of Sao Paulo, at Rua Cubatão, No. 320, 4^th floor, suite 03, Vila Mariana, enrolled as taxpayer at CNPJ/MF under No. 12.956.126/0001-13, herein represented in accordance with its By-Laws by its legal representatives, undersigned, hereinafter referred to as “BRATEL BRASIL”, with JEREISSATI TELECOM and BRATEL BRASIL hereinafter referred to jointly as indistinguishably as the “Shareholders”;

And, as “First Intervening Parties”,

3. EDSP75 PARTICIPAÇÕES S.A., a share corporation with head offices in the city of Sao Paulo, State of Sao Paulo, at Av. Dr. Chucri Zaidan No. 920, 16^th floor, Vila Cordeiro, enrolled as taxpayer at CNPJ/MF under No. 09.626.007/0001-98, herein represented in accordance with its By-Laws, hereinafter referred to as the “Company”; and

4. LF TEL S.A., a share corporation with head offices in the city of Sao Paulo, State of Sao Paulo, at Rua Angelina Maffei Vita No. 200, 9^th floor, enrolled as taxpayer at CNPJ/MF under No. 02.390.206/0001-09, herein represented in accordance with its By-Laws, hereinafter referred to as “LF TEL”;

As “Second Intervening Parties”,

5. ANDRADE GUTIERREZ S.A. (successor ANDRADE GUTIERREZ TELECOMUNICAÇÕES LTDA.), a share corporation with head offices in the city of Belo Horizonte, State of Minas Gerais, at Av. do Contorno No. 8.123, Cidade Jardim, enrolled as taxpayer at CNPJ/MF under No. 17.262.197/0001-30, herein represented in accordance with its By-Laws, hereinafter referred to as “AG S.A.”;

6. PASA PARTICIPAÇÕES S.A., a share corporation with head offices in the city of Belo Horizonte, State of Minas Gerais, at Av. do Contorno No. 8123, Cidade Jardim, enrolled as taxpayer at CNPJ/MF under No. 11.221.565/0001-15, herein represented in accordance with its By-Laws, hereinafter referred to as “PASA”;

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7. AG TELECOM PARTICIPAÇÕES S.A., a share corporation with head offices in the City of Rio de Janeiro, State of Rio de Janeiro, at Praia de Botafogo No. 300, suite 401 part, enrolled as taxpayer at CNPJ/MF under No. 03.260.334/0001-92, herein represented in accordance with its By-Laws, hereinafter referred to as “AG TELECOM”; and

8. PORTUGAL TELECOM, SGPS S.A., a publicly traded corporation, with head offices at Av. Fontes Pereira de Melo No. 40, in the City of Lisbon, Portugal, Legal Entity Registration No. 503 215 058, herein represented in accordance with its By-Laws, hereinafter referred to as “Portugal Telecom SGPS”;

WHEREAS:

I. JEREISSATI TELECOM and BRATEL BRASIL are the only shareholders in the Company;

II. The Company has ownership interest representing the total capital stock of LF TEL;

III. LF TEL, in its turn, is a shareholder of Telemar Participações S.A., a share corporation with head offices at Praia de Botafogo No. 300, 11^th floor, suite 1101 (part), City and State of Rio de Janeiro, enrolled as taxpayer at CNPJ/MF under No. 02.107.946/0001-87 (“Telemar Participações”), which is the controlling shareholder of Oi S.A., a share corporation with head offices in the City and State of Rio de Janeiro, at Rua do Lavradio No. 71, 2^nd floor, Centro, enrolled as taxpayer at CNPJ/MF under No. 76.535.764/0001-43 (“Oi”);

IV. BRATEL BRASIL, besides having an equity interest in the Company, also directly has an equity interest in Telemar Participações;

V. On January 25, 2011, the Shareholders executed a shareholders agreement regulating certain aspects of their relationships as shareholders in the Company, as well as the content of the vote to be taken regarding certain matters subject to a special quorum at Telemar Participações (the “LF Shareholders Agreement”);

VI. LF TEL is a signatory of the shareholders agreement with AG TELECOM and FUNDAÇÃO ATLÂNTICO DE SEGURIDADE SOCIAL (“FATL”) regulating rights and obligations in their capacity as shareholders of Telemar Participações (the “AG/LF/FATL Shareholders Agreement”) executed on April 25, 2008 and amended on January 25, 2011;

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VII. LF TEL and BRATEL BRASIL are, further, signatories of the shareholders agreement with AG TELECOM, FATL, BNDES PARTICIPAÇÕES S.A.—BNDESPAR (“BNDESPAR”), CAIXA DE PREVIDÊNCIA DOS FUNCIONÁRIOS DO BANCO DO BRASIL—PREVI (“PREVI”), FUNDAÇÃO DOS ECONOMIÁRIOS FEDERAIS—FUNCEF (“FUNCEF”) and FUNDAÇÃO PETROBRAS DE SEGURIDADE SOCIAL—PETROS (“PETROS”), executed on April 25, 2008 and amended on January 25, 2011, also regulating rights and obligations in their capacity as shareholders of Telemar Participações (the “General Shareholders Agreement”);

VIII. On this date, joint prior meetings of the signatory shareholders of the LF Shareholders Agreement, the AG/LF/FATL Shareholders Agreement and the General Shareholders Agreement were held, unanimously approving the consummation of a transaction that will result in the merging of the activities and businesses of PORTUGAL TELECOM and Oi, into a single company, Telemar Participações (which shall be referred to as “CorpCo”), the shareholding base of which shall be held by the shareholders of Portugal Telecom SGPS, Telemar Participações and Oi, whose capital shall be divided into one class of common shares, which shall be traded on the BM&FBOVESPA SA – Stock, Commodities and Futures Exchange (“BM&FBovespa”), NYSE Euronext Lisbon and the NYSE, and, which, shall adhere to the rules of corporate governance of the Novo Mercado section of the BM&FBOVESPA (the “Transaction”);

IX. The consummation of the Transaction is conditioned to certain steps contemplated in the prior meetings being implemented after the necessary authorizations are obtained, including corporate and regulatory approvals, and also include a corporate restructuring of the Oi chain of control;

X. The Shareholders mutually agree to make each one of the steps of the Transaction applicable to each other considering that each one of these steps plays a fundamental role and together are important in order for Telemar Participações to achieve the main objectives of the Transaction. The Transaction was structured in this manner as it is the only way to ensure (i) the merger of the activities of Oi with those of Portugal Telecom SGPS; (ii) the strengthening of the capital structure of the surviving company, with the increase of the capital in cash; (iii) the simplifying of Oi’s corporate chain and of its shareholding structure, with the extinction of the holdings that participate in the control; (iv) the transfer of all the tax benefits held by the holdings that participate, directly or indirectly, in the control of Oi, without any cost to the minority shareholders; (v) the diffusion of the shareholder base, with tremendous increase in share liquidity; (vi) the migration to the Novo Mercado section of the BM&FBovespa. All these acts will allow Oi and CorpCo to be in condition to fully attain their potential and be ready to deal with the enormous challenges faced in their industry, from technological, competition and investment standpoints;

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XI. The Transaction includes the following events: (i) a capital increase in Oi, by public subscription, with an offering of common and preferred shares, which shall be paid partly in cash and partly in assets represented by the contribution of equity interests owned by Portugal Telecom SGPS in companies that hold all of their operating assets, except for the ownership interest held directly or indirectly in Oi and Contax Participações S.A., and the liabilities of Portugal Telecom SGPS at the date of contribution (the “Capital Increase of Oi”), (ii) the merger ofshares of Oi and the Company, which shall be referred to as “Corpco” with the conversion of Oi into a wholly owned subsidiary of Corpco (the “Merger of Oi Shares by Corpco”); and (iii) the merger of Portugal Telecom SGPS into Corpco, as a result of which Portugal Telecom SGPS will cease to exist (the “Merger of Portugal Telecom into Corpco”);

XII. The Transaction also includes a corporate restructuring in the chain of control of Oi (the “Restructuring of Telemar Participações”), encompassing different corporate steps as follows: (i) the merger of LF TEL into the Company (the “Merger of LF TEL into EDSP 75”), as a result of which LF TEL; (ii) the merger of AG TELECOM into its controlling shareholder PASA (the “Merger of AG TELECOM into PASA”), as a result of which AG TELECOM will cease to exist; (iii) the merger of the Company into BRATEL BRASIL (the “Merger of EDSP 75 into BRATEL BRASIL”), as a result of which the Company will cease to exist; (iv) the merger of PASA into BRATEL BRASIL (the “Merger of PASA into BRATEL BRASIL”), as a result of which PASA will cease to exist; (v) the partial split-up of Telemar Participações, covering the investment in Oi proportional to the equity holdings of BRATEL BRASIL in Telemar Participações, with the merger of the assets spun off by BRATEL BRASIL (the “Partial Split-Up of TELEMAR PARTICIPAÇÕES”); (vi) the partial split-up of BRATEL BRASIL with the transfer of its remaining ownership interest in Telemar Participações to Marnaz Holdings S.A. (the “Partial Split-Up of Bratel Brasil”); (vii) the merger of BRATEL BRASIL into Oi (the “Merger of BRATEL BRASIL into Oi”), as a result of which BRATEL BRASIL will cease to exist; (viii) the merger of Venus RJ Participações S.A. into Telemar Participações (the “Merger of VENUS into Telemar Participações”), as a result of which Venus RJ Participações S.A. will cease to exist; (ix) the merger of Sayed RJ Participações S.A. into Telemar Participações (the “Merger of SAYED into Telemar Participações”), as a result of which Sayed RJ Participações S.A. will cease to exist; (x) the merger of PTB2 S.A. into Telemar Participações (the “Merger of PTB2”), as a result of which PTB2 S.A. will cease to exist; and (xi) the merger of Marnaz Holdings S.A. into Telemar Participações (the “Merger of Marnaz”), as a result of which Marnaz Holdings S.A. will cease to exist;

5

XIII. The implementation of the Restructuring of Telemar Participações is conditioned upon the Capital Increase of Oi being effected, observing the conditions approved in the prior meetings, the settlement of the entire indebtedness of AG TELECOM, LF TEL and Telemar Participações, the Merger of the Oi Shares by CorpCo and other conditions precedent that shall be established in the respective agreements to be executed for each one of said transactions;

XIV. The Shareholders wish to terminate the LF Shareholders Agreement under the condition precedent of the Merger of EDSP75 into BRATEL BRASIL;

XV. Further, on the same date, the termination of the AG/LF/FATL Shareholders Agreement, the General Shareholders Agreement, thePASA shareholders agreement executed between AG S.A. and BRATEL BRASIL will be executed under the same terms under the LF Shareholders Agreement, and the Private Instrument of Agreement Among the Block Shareholders, singed among BNDESPAR, PREVI, PETROS and FUNCEF on January 25, 2011 shall be contracted, all with their effectiveness subject to the steps of the Transaction being implemented.

The PARTIES have agreed to execute this Termination of the EDSP75 Participações S.A. Shareholders Agreement executed on January 25, 2011 (the “Termination”), which shall be governed by the following terms and conditions:

CLAUSE ONE – TERMINATION OF THE LF SHAREHOLDERS AGREEMENT

1.1. Upon implementation of the conditions provided in Clause Two below, the Shareholders agree that the LF Shareholders Agreement shall be automatically terminated in full right and, consequently, all rights, obligations and provisions therein contained, whether principal or accessory, related to the Company itself, to Telemar Participações and its direct and indirect controlled companies, whether with regard to the exercise of voting rights, to the restrictions imposed on transfers and acquisitions of shares and the subscription rights or any and all commitments undertaken by the Shareholders and also the Intervening Parties in the referred instrument, shall no longer produce effects.

CLAUSE TWO – EFFICACY

2.1. This Termination is signed under the condition precedent set forth in Article 125 et seq. of the Civil Code and shall only be effective following the implementation of the Merger of the Company into BRATEL BRASIL.

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CLAUSE THREE – RELEASE

3.1. Upon the termination of the LF Shareholders Agreement becoming effective, subject to the provisions of the preceding clauses, the Shareholders and Intervening Parties recognize that they shall have no further claim against one another, at any time and/or for any reason, whether in court or out, as well as against their controlling shareholders and their directors, the Company and its administrators and their respective successors, whether as shareholders, administrators of the companies directly or indirectly involved in the Transaction or in any other capacity, reciprocally granting each other the most comprehensive, full, general and irrevocable release on their own behalf and that of their respective successors, especially, but not limited to, the exercise of voting rights, the approval of the management accounts, financial statements and balance sheets of the Company and the companies involved directly or indirectly in the Transaction, and other resolutions, and, also, the fulfillment of their respective obligations under the law, the bylaws of the companies involved in the Transaction or shareholder agreements.

CLAUSE FOUR – GENERAL PROVISIONS

4.1. The terms and conditions of this Termination shall irrevocably and irreversibly benefit and bind the signatories and their respective successors of any kind.

4.2. Any forbearance by any Party of inaccurate, untimely compliance or noncompliance with the obligations by another Party shall only be valid as an isolated occurrence and shall not constitute waiver or novation of any kind.

4.3. In the event that any clause or provision of this Termination becomes ineffective, unenforceable or invalid, such fact shall not affect the enforceability or validity of the other clauses and provisions, which shall remain in full force and effect. In such an event, the Parties shall negotiate in good faith in order to substitute the ineffective clause or provision, such that the objectives and principles established in this instrument be maintained.

CLAUSE FIVE – CONFLICT RESOLUTION

5.1. The Parties shall use their best efforts to resolve amicably and by consensus any disagreements or conflicts arising from the interpretation and/or implementation of the provisions of this instrument. The Parties hereto undertake to act as follows:

(i) if the Parties do not reach an amicable and consensual solution regarding any disagreements or conflicts arising from the interpretation and/or implementation of this Termination, following discussions over a period of 10 (ten) Business Days, the conflict or the controversy shall be submitted to an Arbitration Panel, within a period of 10 (ten) Business Days from the notification of one Party to any of the others in this regard, pursuant to Law No. 9,307, of September 23, 1996 and the Regulations of the Brazilian Center for Mediation and Arbitration (the “Regulations”);

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(ii) the arbitration shall be conducted pursuant to the rules of the Regulations, and the Brazilian Center for Mediation and Arbitration shall be responsible for administering the arbitration procedure;

(iii) the Arbitration Panel shall be composed of 3 (three) arbitrators, one of whom shall be appointed by the plaintiff Party (or Parties), another by the defendant Party (or Parties), and the third, who shall act as chairman of the Arbitration Panel, by the arbitrators appointed by the Parties. The choice of the third arbitrator shall be made within 10 (ten) days of the appointment of the second arbitrator. In the event one of the parties does not appoint an arbitrator or in the event the appointed arbitrators do not reach a consensus concerning the third arbitrator, it shall be incumbent on the President of the Brazilian Center for Mediation and Arbitration to appoint him or her within a period of 10 (ten) days from the date on which the disagreements or omission occurred;

(iv) the place of arbitration shall be the City of Rio de Janeiro, in the State of Rio de Janeiro, and the language of arbitration shall be Portuguese;

(v) the arbitrators shall make decisions in accordance with the laws of Brazil;

(vi) the arbitral decision shall be considered final and definitive and shall bind the Parties, who expressly renounce any type of judicial appeal against the arbitral award;

(vii) the Parties shall be able to appeal to the Courts only in the specific cases listed below, and such act shall not be considered a waiver of arbitration as the only means of resolving controversies chosen by the Parties: (i) to ensure that arbitration be established; (ii) to obtain court orders for the protection of rights prior to the constitution of the Arbitration Panel; and (iii) to enforce any decision of the Arbitration Panel;

(viii) responsibility for payment of the costs of arbitration shall be determined pursuant to the Regulations.

5.2. This Termination shall be governed and interpreted pursuant to the laws of the Federative Republic of Brazil.

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5.3. The Parties select the courts of the Capital of the State of Estado do Rio de Janeiro as solely and exclusively competent to examine and judge issues arising from this Termination, as provided in Clause 5.1 (vii) hereof, and for issues that by force of law cannot be submitted to arbitration, waiving any other, no matter how privileged it may be.

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Signature page of the Termination of the EDSP75 Participações S.A. Shareholders Agreement, executed between Jereissati Telecom S.A., Bratel Brasil S.A., EDSP75 Participações S.A., LF Tel S.A., Andrade Gutierrez S.A., Pasa Participações S.A., AG Telecom Participações S.A. and Portugal Telecom, SGPS S.A. on February 19, 2014.

IN WITNESS WHEREOF, the Parties have executed this instrument in 8 (eight) counterparts of equal form and content in the presence of the 2 (two) undersigned witness.

Rio de Janeiro, February 19, 2014.

JEREISSATI TELECOM S.A.

/s/ Fernando Magalhães Portella	/s/ Alexandre Jereissati Legey
Name: Fernando Magalhães Portella	Name: Alexandre Jereissati Legey
Title: Executive Officer	Title: Executive Officer

BRATEL BRASIL S.A.

/s/ Shakhaf Wine	/s/ Pedro Guimarães e Melo De Oliveira Guterres
Name: Shakhaf Wine	Name: Pedro Guimarães e Melo De Oliveira Guterres
Title: Executive Officer	Title: Executive Officer

EDSP75 PARTICIPAÇÕES S.A.

/s/ Fernando Magalhães Portella	/s/ Alexandre Jereissati Legey
Name: Fernando Magalhães Portella	Name: Alexandre Jereissati Legey
Title: Executive Officer	Title: Executive Officer

LF TEL S.A.

/s/ Fernando Magalhães Portella	/s/ Alexandre Jereissati Legey
Name: Fernando Magalhães Portella	Name: Alexandre Jereissati Legey
Title: Executive Officer	Title: Executive Officer

PASA PARTICIPAÇÕES S.A.

/s/ Rafael Cardoso Cordeiro	/s/ Renato Torres de Faria
Name: Rafael Cardoso Cordeiro	Name: Renato Torres de Faria
Title: Agent – Power of Attorney	Title: Agent – Power of Attorney

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Continuation of the signature page of the Termination of the EDSP75 Participações S.A. Shareholders Agreement, executed between Jereissati Telecom S.A., Bratel Brasil S.A., EDSP75 Participações S.A., LF Tel S.A., Andrade Gutierrez S.A., Pasa Participações S.A., AG Telecom Participações S.A. and Portugal Telecom, SGPS S.A. on February 19, 2014.

ANDRADE GUTIERREZ S.A.

/s/ Rafael Cardoso Cordeiro	/s/ Renato Torres de Faria
Name: Rafael Cardoso Corderio	Name: Renato Torres de Faria
Title: Agent – Power of Attorney	Title: Executive Officer

AG TELECOM PARTICIPAÇÕES S.A.

/s/ Rafael Cardoso Cordeiro	/s/ Renato Torres de Faria
Name: Rafael Cardoso Corderio	Name: Renato Torres de Faria
Title: Agent – Power of Attorney	Title: Agent – Power of Attorney

PORTUGAL TELECOM, SGPS S.A.

/s/ Shakhaf Wine
Name: Shakhaf Wine	Name:
Title: Agent – Power of Attorney	Title:

Witnesses:
1.	2.
Name:	Name:
CPF/MF:	CPF/MF:
RG:	RG:

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EX-99.18

Exhibit 99.18

This document is a free translation only. Due to the complexities of language translation,

translations are not always precise. The original document was prepared in Portuguese and in

case of any divergence, discrepancy or difference between this version and the Portuguese

version, the Portuguese version shall prevail. The Portuguese version is the only valid and

complete version and shall prevail for any and all purposes. There is no assurance as to the

accuracy, reliability or completeness of the translation. Any person reading this translation and

relying on it should do so at his or her own risk.

TEMPORARY VOTING AGREEMENT OF THE SHAREHOLDERS OF OI S.A.

AND TELEMAR PARTICIPAÇÕES S.A. (TO BE REFERRED TO AS “CORPCO”)

BETWEEN

PORTUGAL TELECOM, SGPS S.A.

CARAVELAS FUNDO DE INVESTIMENTO EM AÇÕES

BRATEL BRASIL S.A.

TELEMAR PARTICIPAÇÕES S.A.

ANDRADE GUTIERREZ S.A.

JEREISSATI TELECOM S.A.

AND, AS INTERVENING PARTY

OI S.A.

EXECUTED ON FEBRUARY19, 2014

TEMPORARY VOTING AGREEMENT OF THE SHAREHOLDERS OF OI S.A. AND CORPCO

By means of this agreement:

1. PORTUGAL TELECOM, SGPS S.A., a publicly traded corporation, with head offices at Av. Fontes Pereira de Melo No. 40, in the City of Lisbon, Portugal, Legal Entity Registration No. 503 215 058, herein represented in accordance with its By-Laws, hereinafter referred to as “Portugal Telecom SGPS”;

2. CARAVELAS FUNDO DE INVESTIMENTO EM AÇÕES, enrolled with the CNPJ/MF under number 19.445.247/0001-40, managed by BTG Pactual Serviços Financeiros S.A. DTVM, with head offices at Praia de Botafogo, No. 501 – 5^th floor, part, in the City and State of Rio de Janeiro, enrolled at CNPJ under No. 59.281.253/0001-23, hereinafter referred to as “FIA”;

3. BRATEL BRASIL S.A., a share corporation with head offices in the city of Sao Paulo, State of Sao Paulo, at Rua Cubatão, No. 320, 4^th floor, suite 03, Vila Mariana, enrolled as taxpayer at CNPJ/MF under No. 12.956.126/0001-13, herein represented in accordance with its By-Laws by its legal representatives, undersigned, hereinafter referred to as “BRATEL BRASIL”;

4. TELEMAR PARTICIPAÇÕES S.A., a share corporation with head offices at Praia de Botafogo No. 300, 11^th floor, suite 1101 (part), City and State of Rio de Janeiro, enrolled as taxpayer at CNPJ/MF under No. 02.107.946/0001-87, herein represented in accordance with its By-Laws, hereinafter referred to as “Telemar Participações” or the “Company”;

5. ANDRADE GUTIERREZ S.A. (successor ANDRADE GUTIERREZ TELECOMUNICAÇÕES LTDA.), a share corporation with head offices in the city of Belo Horizonte, State of Minas Gerais, at Av. do Contorno No. 8.123, Cidade Jardim, enrolled as taxpayer at CNPJ/MF under No. 17.262.197/0001-30, herein represented in accordance with its By-Laws, hereinafter referred to as “AG S.A.”; and

6. JEREISSATI TELECOM S.A., a share corporation with head offices in the city of Sao Paulo, State of Sao Paulo, at Rua Angelina Maffei Vita No. 200, 9^th floor, enrolled as taxpayer at CNPJ/MF under No. 53.790.218/0001-53, herein represented in accordance with its By-Laws, hereinafter referred to as “JEREISSATI TELECOM”;

Individually also referred to as a “Party” and jointly referred to as the “Parties”,

And, as “Intervening Party”,

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7. OI S.A., a share corporation with head offices in the City and State of Rio de Janeiro, at Rua do Lavradio No. 71, 2^nd floor, Centro, enrolled as taxpayer at CNPJ/MF under No. 76.535.764/0001-43 (“Oi”).

WHEREAS:

I. On this date prior meetings of the shareholders of CorpCo (the “Prior Meetings”) were held, unanimously approving the consummation of a transaction that will result in the merging of the activities and businesses of PORTUGAL TELECOM, SGPS and Oi, into a single company, “CorpCo”, the shareholding base of which shall be held by the shareholders of Portugal Telecom SGPS, Oi and CorpCo, whose capital shall be divided into one class only of common shares, which shall be traded on the BM&FBOVESPA SA – Stock, Commodities and Futures Exchange (“BM&FBovespa”), NYSE Euronext Lisbon and the NYSE, and which shall adhere to the rules of corporate governance of the Novo Mercado section of the BM&FBOVESPA (the “Transaction”);

II. The shareholders of Telemar Participações executed on this date amendments to the shareholders agreement of Telemar Participações;

III. The consummation of the Transaction is conditioned upon certain steps contemplated in the prior meetings being implemented after the necessary authorizations are obtained, including corporate and regulatory approvals;

IV. The Parties mutually agree to make each one of the steps of the Transaction applicable to each other considering that each one of these steps plays a fundamental role and together are important in order for Telemar Participações to achieve the main objectives of the Transaction., The Transaction was structured in this manner as it is the only way to ensure (i) the merger of the activities of Oi with those of Portugal Telecom SGPS; (ii) the strengthening of the capital structure of the surviving company, with the increase of the capital in cash; (iii) the simplifying of Oi’s corporate chain and of its shareholding structure, with the extinction of the holdings that participate in the control; (iv) the transfer of all the tax benefits held by the holdings that participate, directly or indirectly, in the control of Oi, without any cost to the minority shareholders; (v) the diffusion of the shareholder base, with tremendous increase in share liquidity; (vi) the migration to the Novo Mercado da BM&FBovespa. All these acts will allow Oi and CorpCo to be in condition to fully attain their potential and being ready to deal with the enormous challenges faced in their industry, from technological, competition and investment standpoints;

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V. The Transaction includes the following events, in this order:

(a) a capital increase in Oi, by public subscription, with an offering of common and preferred shares, which shall be paid partly in cash and partly in assets represented by all of the operational assets and liabilities previously belonging, directly or indirectly, to Portugal Telecom SGPS, except for the ownership interest held directly or indirectly in Oi, in Contax Participações S.A. and in Bratel B.V. (the “Capital Increase of Oi”);

(b) a restructuring in the chain of control of Oi (the “Restructuring of Telemar Participações”), encompassing different corporate steps as follows: (i) the merger of AG Telecom Participações S.A. (“AG TELECOM”) into its controlling shareholder Pasa Participações S.A. (“PASA”) (the “Merger of AG TELECOM into PASA”), as a result of which AG TELECOM will cease to exist; (ii) the merger of LF TEL into its controlling shareholder EDSP 75 Participações S.A. (“EDSP 75”) (the “Merger of LF TEL into EDSP 75”), as a result of which LF TEL will cease to exist; (iii) the merger of PASA into BRATEL BRASIL (the “Merger of PASA into BRATEL BRASIL”), as a result of which PASA will cease to exist; (iv) the merger of EDSP 75 into BRATEL BRASIL (the “Merger of EDSP 75 into BRATEL BRASIL”), as a result of which EDSP 75 will cease to exist; (v) the partial split-up of CorpCo, covering the investment in Oi proportional to the equity holdings of BRATEL BRASIL in Telemar Participações, with the merger of the assets spun off by BRATEL BRASIL (the “Partial Split-Up of CorpCo”); (vi) the partial split-up of BRATEL BRASIL with the transfer of its remaining ownership interest in CorpCo to Marnaz Holdings S.A. (the “Partial Split-Up of Bratel Brasil”); (vii) the merger of BRATEL BRASIL into Oi (the “Merger of BRATEL BRASIL into Oi”), as a result of which BRATEL BRASIL will cease to exist; (viii) the merger of Venus RJ Participações S.A. into Telemar Participações (the “Merger of VENUS into Telemar Participações”), as a result of which Venus RJ Participações S.A. will cease to exist; (ix) the merger of Sayed RJ Participações S.A. into Telemar Participações (the “Merger of SAYED into Telemar Participações”), as a result of which SAYED will cease to exist; (x) the merger of PTB2 S.A. into Telemar Participações (the “Merger of PTB2”), as a result of which PTB2 S.A. will cease to exist; and (xi) the merger of Marnaz Holdings S.A. into Telemar Participações (the “Merger of Marnaz”), as a result of which Marnaz Holdings S.A. will cease to exist.

(c) the merger of shares issued of Oi and CorpCo, with the conversion of Oi into a wholly owned subsidiary of Corpco (the “Merger of Oi Shares by Corpco”); and

(d) the merger of Portugal Telecom SGPS into CorpCo as a result of which Portugal Telecom SGPS will cease to exist (the “Merger of Portugal Telecom into CorpCo”);

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VI. Bratel Brasil, Portugal Telecom SGPS, FIA, Telemar Participações, AG S.A. and JEREISSATI TELECOM hold and/or shall hold shares issued by Oi after the Capital Increase of Oi (the “Shareholders”);

VII. The Parties wish to execute, under certain conditions precedent, a temporary voting agreement for the exclusive purpose of approving (i) the steps of the Restructuring of Telemar Participações which comprises the merger of BRATEL BRASIL into Oi (the “Merger of BRATEL BRASIL into Oi”); (ii) the Merger of Oi Shares by CorpCo; and (iii) the Merger of Portugal Telecom SGPS into CorpCo.

NOW, THEREFORE, the Parties have agreed to execute this Temporary Voting Agreement of the Shareholders of Oi S.A. and CorpCo (the “Temporary Voting Agreement”), under the terms and for the purposes of article 118 of Law 6.404, of 15 December 1976 (the “Corporation Law”), as amended, which shall be governed by the following clauses and conditions:

CLAUSE I – AFFECTED SHARES

1.1 This Temporary Voting Agreement shall bind (i) all shares issued by Oi held by the Shareholders (or successors) on this date and the ones which may be issued in the future, including but not limited to those by means of subscription, acquisition, transfer, reverse split, division, bonus distribution, dividends distribution with payment in shares, capitalization of profits or other reserves, conversion of shares and as a result of mergers, amalgamations or spin-offs or any other corporate reorganization operation (including shares to be issued as a result of the Restructuring of Telemar Participações), conversion or transfer of any titles or securities, including debentures and subscription bonus, and any rights of share subscription or convertible bonds of Oi which may be granted, at any time, to the Shareholders (or successors), as well as all inherent rights and prerogatives (the “Oi Affected Shares”); and (ii) all shares issued by CorpCo held by CorpCo Shareholders (or successors) on this date and the ones which may be issued in the future, including but not limited to those by means of subscription, acquisition, transfer, reverse split, division, bonus distribution, dividends distribution with payment in shares, capitalization of profits or other reserves, conversion of shares and as a result of mergers, amalgamations or spin-offs or any other corporate reorganization operation (including shares to be issued as a result of the Restructuring of Telemar Participações and the Merger of Oi Shares by CorpCo), conversion or transfer of any titles or securities, including debentures and subscription bonus, and any rights of shares subscription or convertible bonds of CorpCo which may be granted, at any time, to the Shareholders (or successors), as well as all inherent rights and prerogatives (the “CorpCo Affected Shares”, and, together with the Oi Affected Shares, the “Affected Shares”).

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CLAUSE II – GENERAL MEETING OF OI AND CORPCO SHAREHOLDERS

2.1 The Shareholders, irrevocably and irreversibly, hereby undertake to perform all necessary acts and to cooperate with the performance of all necessary acts by the other Parties and by Oi for the accomplishment of (i) the Merger of BRATEL BRASIL into Oi; (ii) the Merger of Oi Shares by CorpCo, including the approval of Oi financial statements; and (iii) the Merger of Portugal Telecom into CorpCo.

2.2 Subject to the provisions of the Clauses below, the Shareholders and Oi shall call, and shall cause Oi to call, within 60 (sixty) days from the consummation of the Capital Increase of Oi, an Extraordinary General Meeting of Oi shareholders, to be held up to 45 (forty-five) days as from the date it is called (the “AGEs Date”), in order to decide about the Merger of BRATEL BRASIL into Oi and the Merger of Oi Shares by CorpCo (the “Oi AGE”), including but not limited to: (i) the ratification of the appointment and hiring of the appraiser company responsible for the drafting of the valuation reports for the purposes of the Merger of BRATEL BRASIL into Oi and the Merger of Oi Shares by CorpCo (the “Appraisal Reports”); (ii) the approval of the Valuation Reports; (iii) the approval of the agreement governing the Merger of BRATEL BRASIL into Oi and the Merger of Oi Shares by CorpCo, which draft constitutes Exhibit 2.2 of this Agreement; (iv) the approval of the Merger of BRATEL BRASIL into Oi and the Merger of Oi Shares by CorpCo, under the terms and conditions of the respective agreements referred to in item “iii” above; and (v) the performance, by Oi management, of the necessary acts for the implementation of the Merger of BRATEL BRASIL into Oi and the Merger of Oi Shares by CorpCo.

2.2.1 The Shareholders, irrevocably and irreversibly, hereby undertake to (i) attend the Oi AGE; (ii) cause the members of the Oi Board of Directors designated by them to attend the Oi Board of Directors meeting that will decide on the Merger of BRATEL BRASIL into Oi and the Merger of Oi Shares by CorpCo (the “Oi RCA”); and (iii) vote and cause the members of Oi Board of Directors designated by them to vote, at the Oi AGE as well as the Oi RCA, favorably for the approval, without reserves, reservations or restrictions, of the Merger of BRATEL BRASIL into Oi and the Merger of Oi Shares by CorpCo.

2.2.2 The Shareholders who hold CorpCo Shares, irrevocably and irreversibly undertake to: (i) attend the Extraordinary General Meeting of CorpCo (the “CorpCo AGE”), called to decide on the Merger of Portugal Telecom into CorpCo, and to exercise the voting rights to which they are entitled to in order to approve the Merger of Portugal Telecom into CorpCo; (ii) cause the members of the CorpCo Board of Directors designated by them to attend the CorpCo

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Board of Directors meeting that will decide on the Merger of Portugal Telecom into CorpCo (the “CorpCo RCA”); and (iii) cause the members of the CorpCo Board of Directors designated by them to vote, at the CorpCo RCA, favorably for the approval, without reserves, reservations or restrictions, of the Merger of Portugal Telecom into CorpCo.

2.3 In the event that, during the term of this Temporary Voting Agreement, any legal, arbitral or administrative remedy is determined, even if of a preliminary nature, in such a manner that the Oi AGE and/or the Oi RCA and/or the CorpCo AGE and/or the CorpCo RCA cannot be held, or so that the effects of the approval of any of Merger of BRATEL BRASIL into Oi and/or the Merger of Oi Shares by CorpCo and/or the Merger of Portugal Telecom are suspended, or, in any manner so, that the effect or the scope of Merger of BRATEL BRASIL into Oi and/or the Merger of Oi Shares by CorpCo and/or the Merger of Portugal Telecom are affected or restricted, each one of the Shareholders hereby irrevocably and irreversibly agrees to take and cause Oi to take all necessary measures to distance itself and implement, as soon as possible, the effects of the legal, arbitral or administrative remedies mentioned.

2.4 The chairmen of the Oi AGE, the Oi RCA, the CorpCo AGE and the CorpCo RCA shall refrain from registering and calculating the votes cast in disagreement with this Temporary Voting Agreement, subject to the provisions by article 118, § 8 of Corporation Law.

2.5 The Shareholders hereby, further irrevocably and irreversibly undertake to exercise their voting right in order to maintain the regular course of Oi business during the term of this Temporary Voting Agreement, refrain from taking any measure or practice any act that affects or limits the effects or the scope of this instrument. For the purposes of this Clause 2.5, it is considered the regular course of business the activities which, by their nature, purpose or manner of execution, are necessary for the achievement of Oi’s corporate purposes, considering the maintenance of its business at current levels, consistently with the past practices and guidelines determined by the administrative entities and without any kind of interruption or delay.

2.5.1 The Shareholders hereby, further, irrevocably and irreversibly undertake to keep the members of the Oi Board of Directors in their current positions on the date of the execution of this Temporary Voting Agreement, instructing them to maintain the regular course of business of Oi. In case of vacancy or resignation of any member of the Oi Board of Directors during the term of this Temporary Voting Agreement, the election of the substitute shall be made by Telemar Participações according to the rules provided in its Shareholders Agreement in force on this date for the election of the members of the Board of Directors.

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CLAUSE III – PROHIBITION TO TRANSFER AND ENCUMBER AFFECTED SHARES

3.1 During the term of this Temporary Voting Agreement, the Shareholders irrevocably and irreversibly undertake not to sell, dispose or transfer, directly or indirectly, by any means or manner, their Affected Shares, or any rights related to these Affected Shares, as well as not to create encumbrances or liens of any nature, judicial or extra-judicial, on the Affected Shares, including but not limited to pledge, bond, usufruct, chattel mortgage, trust, execution of purchase and sale or purchase option commitment, right of first refusal, lease, as well as the execution of other shareholders agreements.

CLAUSE IV – TIED IMPLEMENTATION

4.1 The step of the Merger of BRATEL BRASIL into Oi and the Merger of Oi Shares by CorpCo are conditioned one upon the other, such that the approval of these steps presupposes the approval of both on the same date, together and not disassociated one from the other.

CLAUSE V – WAIVERS

5.1 Should any signatory fail to enforce, at any time, the fulfillment of the provisions of this Temporary Voting Agreement or fail to exercise any option, alternative or right it is entitled to, such fact shall not imply the waiver of any of its provisions and shall not affect its validity or rights, in whole or in part, each signatory being assured the right of later enforcing any and all provisions of this Temporary Voting Agreement or to exercise any option, alternative or right, except as otherwise expressly provided in this Temporary Voting Agreement. No waiver of any provision of this Temporary Voting Agreement shall be effective in relation to the signatories unless made in writing and signed by the legal representative of the signatory granting the waiver.

CLAUSE VI – TRANSFER

6.1 The rights and obligations of the Parties in this Temporary Voting Agreement cannot be transferred or assigned, in whole or in part, except by means of prior written consent of the other Parties.

CLAUSE VII – EFFECTIVENESS AND TERM

7.1 This Temporary Voting Agreement shall come into force, automatically, for all purposes and effects, on the date of the consummation of the Capital Increase of Oi.

7.2 This Temporary Voting Agreement shall remain in force until (i) the consummation of the Merger of Portugal Telecom into CorpCo; or (ii) December 31, 2014, whichever occurs first.

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CLAUSE VIII – SHARES BOUND, FILING AND REGISTRATION

8.1 This Temporary Voting Agreement shall be filed on this date at the head offices of Oi and CorpCo, for all legal effects.

8.2 The obligations arising from this Temporary Voting Agreement shall be registered before the custodian agent of the Affected Shares, which shall have, on the side of the registry of the Affected Shares, the following wording: “The Shares indicated herein are bound and subject to the terms and conditions of the Temporary Voting Agreement of the Shareholders of Oi S.A. and CorpCo, executed on February 19, 2014, in accordance with such agreement, mainly with regard to the exercise of the voting rights which are inherent to them, as well as their transfer or encumbrance for any purposes”. This registry constitutes an impediment to the performance of any acts which violate the terms of this Temporary Voting Agreement, and Oi and CorpCo are, consequently, legitimately authorized not to record such acts in this case and, thus, to refuse to transfer the ownership or any rights over the Affected Shares covered by this Temporary Voting Agreement, unless it is towards performing the Restructuring of Telemar Participações.

CLAUSE IX – SPECIFIC EXECUTION

9.1 The Parties hereby undertake to exercise their voting rights in relation to Oi and CorpCo consistently with the terms of this Temporary Voting Agreement, by means of which any of the Parties has the right to enforce the specific execution against the other Parties according to the provisions of Articles 466-A, 466-B and 466-C of Brazilian Code of Civil Procedure and article 118, paragraph 3, of Corporate Law.

CLAUSE X – GENERAL PROVISIONS

10.1 All communication provided under or allowed in this Temporary Voting Agreement shall be done in writing and shall be deemed duly made when transmitted by telegram, fax or by means of electronic data transmission (in each case subject to receipt of the appropriate receipt code or confirmation of receipt by the addressee), or when delivered by courier or sent by registered letter to the address of the Parties or of the individuals authorized to receive such communication, at the addresses indicated in the identification of the Parties set forth in this Temporary Voting Agreement.

10.2 The terms and conditions of this Temporary Voting Agreement shall benefit and irrevocably and irreversibly bind the undersigned and their respective successors, including but not limited to the successors of the Shareholders following the Restructuring of Telemar Participações.

10.3 Any amendment or change to this Temporary Voting Agreement can only be made or be binding on the Parties, if made in writing and duly signed by all the Parties.

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10.4 In the event any clause or provision of this Temporary Voting Agreement comes to be ineffective, unenforceable or invalid, such fact shall not affect the enforceability or the validity of the other clauses and provisions, which shall remain in full force and effect. In this event, the Parties shall negotiate in good faith for the substitution of the ineffective clause or provision, in such a manner that the purpose and principles established in this instrument be maintained.

10.5 The parties hereby declare that they are aware of the provisions of each of the agreements governing the Transaction and acknowledge and agree that all the agreements governing the Transaction are conditioned one on another and are only justified if all acts provided in the other Transaction agreements are performed according to their respective terms and conditions. In this regard, the Parties acknowledge that in the event any of the Transaction agreements is terminated or if the acts provided for in such agreement are not performed for any reason whatsoever, the other Transaction agreements shall be deemed automatically terminated.

CLAUSE XI – RESOLUTION OF DISPUTES

11.1 The Parties shall use their best efforts to resolve amicably and by consensus any disagreements or disputes, litigation, issue, doubt or divergence of any nature directly or indirectly related to this Contract (a “Dispute”), involving any of the Parties.

11.2 If the Parties do not reach an amicable and consensual solution regarding a Dispute, following discussions over a period of 10 (ten) Business Days, the Dispute shall be resolved by means of arbitration to be conducted before and administered by the Arbitration Chamber of the Brazil-Canada Chamber of Commerce (the “Chamber”).

11.3 The arbitration shall be conducted pursuant to the procedural rules of the Chamber in force at the time of the arbitration.

11.4 The arbitration shall be conducted by an Arbitration Panel composed of three arbitrators registered with the Brazilian Bar Association (the “Arbitration Panel”).

11.4.1 Each involved Party shall appoint an arbitrator. If there is more than one plaintiff, they shall all appoint one common arbitrator through mutual agreement; if there is more than one defendant, they shall all appoint one common arbitrator through mutual agreement. The third arbitrator, who shall preside over the arbitration, shall be chosen by mutual agreement of the arbitrators appointed by the involved Parties.

11.4.2 Any omissions, recusals, litigation, doubts and lack of agreement regarding the appointment of the arbitrators by the Involved Parties or the choice of the third arbitrator shall be resolved by the Chamber.

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11.4.3 The procedures provided in this clause shall also apply to cases of replacement of an arbitrator.

11.5 The arbitration shall be conducted in the City of Rio de Janeiro, State of Rio de Janeiro, and the Arbitration Panel may, with justification, designate that specific acts take place in other locations.

11.5.1 The arbitration shall be conducted in the Portuguese language.

11.5.2 The arbitration shall be based on law, applying the rules and principles of the legal order of the Federative Republic of Brazil.

11.5.3 The arbitration shall be concluded in a period of 6 (six) months, but may be extended, with justification, by the Arbitration Panel.

11.5.4 The arbitration shall be secret.

11.6 The Arbitration Panel shall allocate among the Parties, following criteria of loss, reasonableness and proportionality, payment for reimbursement of (i) fees and other amounts owed, paid or reimbursed to the Chamber, (ii) honoraria and other amounts owed, paid or reimbursed to the arbitrators, (iii) honoraria and other amounts owed, paid or reimbursed to experts, translators, interpreters, stenotypists and others who may be designated by the Arbitration Panel, (iv) attorneys’ fees and loss fee set by the Arbitration Panel and (v) any compensation for litigation in bad faith. The Arbitration Panel shall not sentence any of the Parties involved to pay or reimburse (i) contractual honoraria or any other amount owed, paid or reimbursed by the opposing party to its attorneys, technical assistants, translators, interpreters and other assistants and (ii) any other amount owed, paid or reimbursed by the opposing party regarding the arbitration, for example, expenses on photocopies, authentications, consularization and travel.

11.7 The decisions of the Arbitration Panel shall be final and definitive, with no need for judicial homologation nor can there be any appeal against same, except for requests for correction and clarification to the Arbitration Panel as provided in Art. 30 of Law 9.307/96 and any action for annulment grounded on Art. 32 of Law 9.307/96.

11.8 Before installation of the Arbitration Panel, any of the involved Parties shall be able to file for injunctions or advance rulings, but any filing for injunctions or advanced rulings with the courts shall not affect the existence, validity and efficacy of the arbitration, nor shall it signify waiver relating to the need for submission of the Dispute to arbitration. Following the installation of the Arbitration Panel, requests for injunctions or advanced rulings shall be made to the Arbitration Panel.

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11.9 For (i) injunctions and advance rulings prior to the constitution of the Arbitration Panel, (ii) the enforcement of decisions of the Arbitration Panel, including the final sentence, (iii) any action for annulment grounded on Art. 32 Law 9.307/96 and (iv) Disputes that by force of Brazilian law cannot be submitted to arbitration, the parties elect the courts of the District of Rio de Janeiro as the only one competent, waiving all others no matter how special and privileged they may be.

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In witness hereof, the Parties executed this instrument in 7 (seven) counterparts of the same content and form, before the 2 (two) undersigned witnesses.

Rio de Janeiro, February 19, 2014.

PORTUGAL TELECOM, SGPS S.A.

/s/ Shakhaf Wine
Name: Shakhaf Wine	Name:
Title: Agent – Power of Attorney	Title:

CARAVELAS FUNDO DE INVESTIMENTO EM AÇÕES

Managed by BTG Pactual Serviços Financeiros S.A. DTVM

/s/ Camila Barros Donati	/s/ Paulo Roberto Batista Machado
Name: Camila Barros Donati	Name: Paulo Roberto Batista Machado
Title: Agent – Power of Attorney	Title: Agent – Power of Attorney

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Signature page of the Temporary Voting Agreement of the Shareholders of Oi S.A. and Telemar Participações S.A. (to be referred to as “CorpCo”), executed among Portugal Telecom, SGPS S.A., Caravelas Fundo de Investimento em Ações, Bratel Brasil S.A., Telemar Participações S.A., Andrade Gutierrez S.A., Jereissati Telecom S.A. and Oi S.A. on February 19, 2014.

BRATEL BRASIL S.A.

/s/ Shakhaf Wine	/s/ Pedro Guimarães e Melo De Oliveira Guterres
Name: Shakhaf Wine	Name: Pedro Guimarães e Melo De Oliveira Guterres
Title:   Executive Officer	Title:   Executive Officer

TELEMAR PARTICIPAÇÕES S.A.

/s/ José Augusto da Gama Figueira	/s/ Armando Galhardo Nunes Guerra Junior
Name: José Augusto da Gama Figueira	Name: Armando Galhardo Nunes Guerra Junior
Title:   Agent – Power of Attorney	Title:   Executive Officer

ANDRADE GUTIERREZ S.A.

/s/ Rafael Cardoso Cordeiro	/s/ Renato Torres de Faria
Name: Rafael Cardoso Cordeiro	Name: Renato Torres de Faria
Title:   Agent – Power of Attorney	Title:   Executive Officer

JEREISSATI TELECOM S.A.

/s/ Fernando Magalhães Portella	/s/ Alexandre Jereissati Legey
Name: Fernando Magalhães Portella	Name: Alexandre Jereissati Legey
Title:   Executive Officer	Title:   Executive Officer

OI S.A.

/s/ Bayard de Paoli Gontijo	/s/ Flavio Nicolay Guimarães
Name: Bayard de Paoli Gontijo	Name: Flavio Nicolay Guimarães
Title:   Executive Officer	Title:   Agent – Power of Attorney

Witnesses:
/s/ Ana Carolina dos R.M. de Motta	/s/ Ina Lúcia da S. Martins
Name: Ana Carolina dos R.M. de Motta	Name: Ina Lúcia da S. Martins
CPF:	CPF:

14

TEMPORARY VOTING AGREEMENT OF THE SHAREHOLDERS OF OI S.A. AND OF TELEMAR PARTICIPAÇÕES S.A. (TO BE REFERRED TO AS “CORPCO”)

Attachment 2.2

Protocol and Justification for the Merger of Bratel Brasil S.A. into Oi S.A. and for the Merger of Shares of Oi by CorpCo.

1

PROTOCOL AND JUSTIFICATION FOR THE MERGER OF BRATEL BRASIL S.A. INTO OI S.A.

BRATEL BRASIL S.A., a corporation, with head offices at Rua Cubatão 320, 4^th floor, in the City of São Paulo, State of São Paulo, enrolled as a taxpayer at LNPJ/MF under No. 12.956.126/0001-13, herein represented pursuant to its By-Laws (“Bratel Brasil” or “Mergee”);

OI S.A., a publicly traded company with head offices in the City of Rio de Janeiro, State of Rio de Janeiro, at Rua do Lavradio, 71, 2^nd floor, enrolled as a taxpayer at LNPJ/MF under No. 76.535.764/0001-43, herein represented pursuant to its By-Laws (“Oi” or “Mergor”)

Bratel Brasil and Oi shall jointly be referred to simply as “Parties” or “Companies”.

WHEREAS:

(i) On October 2, 2013, a certain Material Fact was disclosed announcing that Oi, Portugal Telecom, SGPS, S.A. (“Portugal Telecom”) AG Telecom Participações S.A. (“AG”), LF Tel S.A. (“LF”), PASA Participações S.A. (“PASA”), EDSP75 Participações S.A. (“EDSP75”) and Bratel Brasil S.A. (“Bratel Brasil”), and, further, certain shareholders of Portugal Telecom, particularly Avistar, SGPS, S.A. and Nivalis Holding B.V., executed a memorandum of understanding (“MOU”) the objective of which is to establish the bases and principles that will regulate the negotiations toward a possible transaction involving Portugal Telecom, Oi and a few of their controlling shareholders so as to form a company that will gather the shareholders of Oi, Portugal Telecom and, further, of Telemar Participações S.A. (“TelPart”) and will combine the activities and businesses of Oi in Brazil and of Portugal Telecom in Portugal and in Africa, toward the consolidation of the industrial alliance between Oi and Portugal Telecom, started in 2010 and developed as from that date (“Industrial Alliance”), will make it possible to accelerate the development of Oi in Brazil, leverage and enhance the innovation capacity of Portugal Telecom and realize the value of the synergies (“Transaction”);

(ii) the Transaction includes a series of steps, among which are (i) the contribution of a part of the equity held by Andrade Gutierrez S.A. (“AG S.A.”) and by Jereissati Telecom S.A. (“Jereissati Telecom”) in PASA and EDSP75, respectively, in specific purpose companies (“Newcos”); (ii) issuance of debentures that are convertible into shares by the Newcos, EDSP75, PASA, AG, LF and TelPart in an amount necessary for payment of its indebtedness; (iii) an increase in the capital of Oi, in assets and cash, by public offering, that was approved by the Oi Board of Directors on [=][=]

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[=]¹; (iv) paying in of the convertible debentures and liquidation of the holding companies’ indebtedness; (v) split-up of EDSP75, PASA, LF and AG in order to segregate their equity in CTX Participações S.A. (“CTX”) and in Contax Participações S.A. (“Contax”), which will be transferred and merged by new corporations incorporated for these purposes, and the exchange of shares of these corporations for PASA and EDSP75 shares between Bratel Brasil and AG S.A. and Jereissati Telecom; (vi) conversion of the debentures issued by EDSP75, PASA, AG and LF into shares; (vii) conversion of the debentures issued by TelPart into shares; (viii) corporate restructuring of AG, LF, EDSP 75, PASA, Bratel Brasil and TelPart, in order to segregate assets not related to their respective direct or indirect equity in Oi, so that AG, LF, Bratel Brasil and TelPart shall have neither assets nor liabilities (or they shall have cash equivalent to any accounts payable), with the exception of their direct or indirect equity in Oi capital; (ix) the merger of Oi shares by TelPart; and (x) the merger of Portugal Telecom into TelPart;

(iii) prior to the implementation of this merger, the following steps of this Transaction shall have been carried out: (i) the creation of Newcos to which was conferred part of the equity of Jereissati Telecom and AG S.A. in EDSP75 and PASA; (ii) capitalization of EDSP75, PASA, LF, AG, and Telpart through issuance of debentures convertible into shares; (iii) capitalization of Oi, through an increase in capital by means of public subscription of shares, pursuant to the material fact disclosed on [=]²; (iv) paying in of all debentures convertible into shares issued by EDSP75, PASA, LF, AG and Telpart; (v) partial split-up of PASA, EDSP75, AG, LF; (vi) exchange of shares between Bratel Brasil and AG S.A., and between Bratel Brasil and Jereissati Telecom, so that Portugal Telecom is no longer a direct or indirect shareholder of CTX and Contax and of the corporations that result from said split-ups, and AG S.A. and Jereissati Telecom become direct or indirect owners of shares issued by CTX and Contax now held by Portugal Telecom, with Portugal Telecom receiving, in turn, directly or indirectly, shares issued by PASA and EDSP75; (vii) conversion of the debentures issued by the Newcos, EDSP75, PASA, AG and LF into shares; (viii) conversion of the debentures issued by TelPart into shares; (ix) merger of LF into EDSP75 and merger of AG into PASA; (x) merger of EDSP75 and PASA into Bratel Brasil; (xi) partial disproportional split-up of TelPart with merger of the part spun off into Bratel Brasil; (xii) partial split-up of Bratel Brasil with merger of the part spun off into Marnaz Holdings S.A. (“Marnaz”);

¹  Date subject to confirmation of schedule.

²  Date subject to confirmation of schedule.

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(iv) due to the implementation of the above-mentioned steps, at the moment this merger is approved, Bratel Brasil shall hold 267,094,876 common shares and 369,593,334 preferred shared issued by Oi, corresponding to an equity holding of [16.21]³% of the voting capital of Oi and [12.63]⁴% of the total capital stock of Oi;

(v) for implementation of the Transaction and as a means of achieving its objectives, it is necessary to simplify the corporate structure of the TelPart chain of control, in order to unite the shareholding bases of the corporations in TelPart and Oi themselves, and the mergers provided in this Protocol and Justification are for purposes of such simplification;

(vi) the merger provided in this Protocol and Justification is one of the steps necessary for the implementation of the Transaction and that the conclusion of the Transaction, including this merger, is subject to the conditions described herein and other provisions in the Transaction documents;

(vii) the base date for the merger provided in this Protocol and Justification is [April] [30], [2014]⁵ (“Base Date”).

The Parties resolve to execute this Protocol and Justification of Merger (“Protocol and Justification”), pursuant to Articles 224, 225 and 227 of Law 6,404/76 (“Corporations Law”), under the following terms and conditions.

CLAUSE ONE – PROPOSED TRANSACTION AND JUSTIFICATION

1.1. Proposed Transaction. The Transaction consists of the merger of Bratel Brasil into Oi, with the transfer of the entire equity of Bratel Brasil, substantially consisting of its investment in Oi, to Oi itself, which shall succeed said company in all respects, in all its assets, rights and obligations, such that Bratel Brasil shall be extinguished, under the terms of Article 227 of the Corporations Law (“Merger of Bratel Brasil”).

1.2. Justification for the Merger. The merger of Bratel Brasil is one of the steps necessary for implementation of the Transaction, the purpose of which it to combine the activities and businesses of Oi and of Portugal Telecom, which, upon completion of the Transaction, shall be held by one sole company, TelPart. The purpose of the merger of Bratel Brasil is in the context of the Transaction, the purpose of which is (i) to form one, large, sole, multinational company with head offices in Brazil; (ii) the continuity of the commercial brands for Oi and Portugal Telecom operations, in their respective operating areas, subject to unified control and management by TelPart; (iii) the consolidation of the Industrial Alliance, making it possible to maximize synergies,

³  This information will only be known following the results of the increase in Oi capital.

⁴  This information will only be known following the results of the increase in Oi capital.

⁵  Date subject to updating to the date of the last approved balance sheet.

4

reduce operating risks, optimize efficiency of investments and guarantee best practices; (iv) the strengthening of the capital structure of the integrated companies, facilitating their access to capital and financial resources; (v) the consolidation of the shareholder base of TelPart, Oi and Portugal Telecom solely in common shares traded on the BM&FBOVESPA New Market, the NYSE Euronext Lisbon and the NYSE; (vi) the dispersion of the TelPart shareholder base which, once the Transaction is consummated, shall not have shareholders or groups of linked shareholders holding the majority of the capital; (vii) the adoption of best practices of corporate governance in the BM&FBOVESPA New Market segment; and (viii) the pursuit of greater liquidity of the shares traded on said markets.

CLAUSE TWO – NUMBER, TYPE AND CLASS OF SHARES TO BE ASCRIBED TO BRATEL BRASIL SHAREHOLDERS

2.1. Number, Type and Class of Shares to be Ascribed. As a result of the Merger of Bratel Brasil, Bratel Brasil shareholders shall receive Oi common and preferred shares held by Bratel Brasil, in the proportion of their share interest in the capital stock of Bratel Brasil such that, following the Merger of Bratel Brasil, Bratel Brasil shareholders shall hold the same number of shares in Oi that Bratel Brasil had immediately before the Merger of Bratel Brasil.

2.2. Fractions of Shares. In order to ensure that all shares issued by Oi as a result of the Merger of Bratel Brasil shall go to Bratel Brasil shareholders, who shall receive shares in the same quantity held by Bratel Brasil, any fractions of shares issued by Oi shall be rounded upwards to the nearest whole number, if the resulting fraction is equal to or greater than 0.5 (five tenths) of a share, or down to the nearest whole number, if the resulting fraction is less than 0.5 (five tenths) of a share.

CLAUSE THREE - RIGHT OF BRATEL BRASIL SHAREHOLDERS TO WITHDRAW

3.1 Right of Bratel Brasil Shareholders to Withdraw. Under Article 137 of the Corporations Law, the Bratel Brasil shareholders who do not approve the Transaction, be it by dissention, abstention or nonattendance, shall have the right to withdraw in the 30 days subsequent to the date of publication of the minutes of the general shareholders meeting that approves the Merger of Bratel Brasil, by means of reimbursement for their shares. Without prejudice to the provisions of this item, it is not expected that any Bratel Brasil shareholder will exercise the option to withdraw.

3.2. Right of Oi Shareholders to withdraw. Oi shareholders shall not have the right to withdraw as a function of the Merger of Bratel Brasil.

5

CLAUSE FOUR – ASSET VALUATION OF BRATEL BRASIL AND TREATMENT OF CHANGES IN STOCKHOLDERS EQUITY SUBSEQUENT TO THE BASE DATE

4.1. Valuating Company. The Parties contracted [Apsis] [identification]⁶ (“Valuating Company”), to prepare a valuation report to determine the asset value of Bratel Brasil to be merged into Oi’s equity, which is attached to this Protocol and Justification as Attachment I (“Bratel Brasil Valuation Report”).

4.2. Ratification of the contract with the Valuating Company. The Bratel Brasil general shareholders meeting and the Oi general shareholders meeting shall ratify the appointment and engagement of the Valuating Company for preparation of the Bratel Brasil Valuation Report.

4.3. Representation of the Valuating Company. Pursuant to current legislation, the Valuating Company represented: (i) that it does not directly or indirectly own any securities or derivatives that reference a security issued by the Parties; (ii) that it does not have a conflict of interest that would diminish the independence necessary for the performance of its duties; and (iii) that it was not given any type of limitation by either of the Parties, their controlling shareholders and/or administrators to its carrying out of the necessary work.

4.4. Valuation Criterion. The Valuating Company adopted the criterion of asset value on the Base-Date (as defined below) for valuating Bratel Brasil equity to be merged into Oi.

4.5. Ascribed Value. According to the Bratel Brasil Valuation Report, Bratel Brasil is ascribed the value of R$ [=] ([=])⁷.

4.6. Financial Statements. The financial statements used in preparing the merger documents were made referencing the Base Date.

4.7. Changes in Stockholders Equity. The changes in stockholders equity of Bratel Brasil that occur after the Base Date shall be accounted for directly by Oi and shall be entered into its respective accounting books.

CLAUSE FIVE – SHARES OF ONE COMPANY HELD BY ANOTHER AND TREASURY SHARES

5.1. Treatment of Shares of Oi Held by Bratel Brasil. Shares issued by Oi and held by Bratel Brasil shall be transferred to the Bratel Brasil shareholders, in the proportion of their equity in Bratel Brasil’s capital stock. With approval of the Merger of Bratel Brasil and its extinguishment, all shares issued by Bratel Brasil, including those held in treasury, shall be cancelled. Oi does not hold any Bratel Brasil shares.

⁶  Subject to confirmation of Apsis, which shall issue such Valuation Report.

⁷  This information will only be known after publication of said Valuation Report.

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CLAUSE SIX – NO INCREASE OF CAPITAL STOCK OF OI AS A RESULT OF THE MERGER OF BRATEL BRASIL

6.1. No Increase in the Capital Stock of Oi. The merger of Bratel Brasil shall not result in an increase in the capital stock of Oi, considering that the net assets transferred from Bratel Brasil equity to Oi shall be earmarked for capital reserve and, in the applicable amount, to the special goodwill reserve. Shares issued by Bratel Brasil shall be extinguished and the Bratel Brasil shareholders shall receive 267,094,876 common shares and 369,593,334 preferred shares issued by Oi that were held by Bratel Brasil immediately prior to the Merger of Bratel Brasil.

6.2. Allocation of the Net Assets of Bratel Brasil. The book value of the net assets of Bratel Brasil to be incorporated into Oi is R$ [=] ([=])⁸, according to the Bratel Brasil Valuation Report, which shall be earmarked for capital reserve and, in the applicable amount, the special goodwill reserve, in benefit of all shareholders of Oi, as provided in Art. 6, §1, (a) and § 2 of CVM Instruction No. 319/99.

CLAUSE SEVEN – TYPES OF SHARES TO BE DELIVERED TO BRATEL BRASIL SHAREHOLDERS

7.1. Shares to be Delivered to Bratel Brasil Shareholders in the Merger of Bratel Brasil. Bratel Brasil shareholders shall receive, in the proportion of their equity in the capital stock of Bratel Brasil, 267,094,876 common shares and 369,593,334 preferred shares issued by Oi and held by Bratel Brasil immediately prior to the Merger of Bratel Brasil. The Oi shares to be transferred to Bratel Brasil shareholders shall have the same rights as conferred on Oi’s other shares, including full receipt of dividends and/or interest on equity that may come to be declared by Oi as from the date on which the Merger of Bratel Brasil is concluded.

CLAUSE EIGHT – NO CHANGES TO THE OI BY-LAWS

8.1. No Changes to the Oi By-Laws. The Merger of Bratel Brasil shall not cause alterations to the Oi By-Laws.

⁸  This information will only be known after publication of the Bratel Brasil Report.

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CLAUSE NINE – APPROVAL BY THE PARTIES’ GENERAL SHAREHOLDERS MEETINGS

9.1. The Bratel Brasil Special General Shareholders Meeting. Bratel Brasil shall hold a special general shareholders meeting to decide on and approve, among other matters: (i) the Protocol and Justification; (ii) the ratification of the appointment and engagement of the Valuating Company for preparation of the Bratel Brasil Valuation Report; (iii) the Bratel Brasil Valuation Report; (iv) the Merger of Bratel Brasil under the terms and conditions of this Protocol and Justification; and (v) the carrying out, by its administrators, of the acts necessary for implementation of the Merger of Bratel Brasil.

9.2 The Oi Special General Shareholders Meeting. Oi shall hold a special general shareholders meeting to decide on and approve, among other matters: (i) the Protocol and Justification; (ii) the ratification of the appointment and engagement of the Valuating Company for preparation of the Bratel Brasil Valuation Report; (iii) the Bratel Brasil Valuation Report; (iv) the Merger of Bratel Brasil under the terms and conditions of this Protocol and Justification; (v) the increase in the capital stock with the issuance of new shares, to be fully paid in by means of the merger of all of Bratel Brasil equity into Oi; (vi) the changes to the by-laws to reflect the increase in Oi capital; and (vii) the carrying out, by its administrators, of the acts necessary for implementation of the Merger of Bratel Brasil.

CLAUSE TEN – GENERAL PROVISIONS

10.1. Extinguishment of the Mergee. Following the completion of the Merger of Bratel Brasil, Bratel Brasil shall be extinguished and Oi shall absorb all its assets, rights, liabilities obligations and responsibilities.

10.2. Approval of the Intermediate Restructuring. All steps of the corporate restructuring in the intermediate companies in the Oi chain of control, which include the merger of LF Tel into EDSP75, the merger of AG into PASA, the merger of EDSP75 and PASA into Bratel Brasil, the disproportional split-up of TelPart with the merger of the assets spun off into Bratel Brasil, the split-up of Bratel Brasil with the merger of the assets spun off into Marnaz, the merger of Bratel Brasil into Oi, and the merger of Marnaz, Venus RJ Participações S.A., Sayed RJ Participações S.A. and PTB 2 S.A. into TelPart, (“Restructuring of the TelPart Chain”), and also, the merger of Oi shares by TelPart (“Merger of Shares of Oi”), shall be implemented simultaneously. Thus, the Parties agree that the implementation and efficacy of each one of the steps in the Restructuring of the TelPart Chain and the Merger of Shares of Oi shall be conditioned on actual approval of the other steps in the Restructuring of the TelPart Chain and the Merger of Shares of Oi.

10.3. Audit of Mergee’s Financial Statements. Pursuant to Art. 12 CVM Instruction No. 319/99, Mergee’s financial statements that served as a base for the mergers described in this Protocol and Justification were audited by KPMG Independent Auditors.

8

10.4. Documents Available to Shareholders. All the documents mentioned in this Protocol and Justification, besides all the other documents already available, shall be at the disposal of the respective shareholders of Oi and Bratel Brasil, pursuant to applicable law and regulations, and can be consulted by its shareholders at the following address: Rua do Lavradio, 71, 2^nd floor, in the City of Rio de Janeiro, State of Rio de Janeiro. The documents will also be available at the websites of the CVM (www.cvm.gov.br), BM&FBOVESPA (www.bmfbovespa.com.br), and at Oi’s Investor Relations site (http://ri.oi.com.br).

10.5. Survival of Valid Clauses. In the event that any clause, provision, term or condition in this Protocol and Justification is held invalid, all other clauses, provisions, terms and conditions not affected by this invalidity shall remain valid.

10.6. Venue of Law. The Central Courts of the District of the Capital of the State of Rio de Janeiro are chosen to resolve any issues arising from this Protocol and Justification, waiving all others, no matter how privileged they may be or come to be.

IN WITNESS WHEREOF the Parties sign this Protocol and Justification in 3 (three) copies of equal form and content and for one sole effect, together with the two witnesses identified below.

Rio de Janeiro, [=][=]2014.

OI S.A.

Name:	Name:
Title	Title

BRATEL BRASIL S.A.

Name:	Name:
Title	Title

Witnesses:
Name:	Name:
RG:	RG:

9

Attachment I

Bratel Brasil Valuation Report

(see attached doc containing [=] pages)

10

PROTOCOL AND JUSTIFICATION FOR THE MERGER OF SHARES OF OI BY

TELEMAR PARTICIPAÇÕES S.A.

OI S.A., a publicly traded company with head offices in the City of Rio de Janeiro, State of Rio de Janeiro, at Rua do Lavradio, 71, 2^nd floor, enrolled as a taxpayer at CNPJ/MF under No. 76.535.764/0001-43, herein represented pursuant to its By-Laws (“Oi”);

TELEMAR PARTICIPAÇÕES S.A., a publicly-held company with head offices in the City of Rio de Janeiro, State of Rio de Janeiro, at Praia de Botafogo, 300, 11th floor, enrolled as a taxpayer at CNPJ/MF under No. 02.107.946/0001-87, herein represented pursuant to its By-Laws (“TelPart”);

Oi and TelPart, shall jointly be referred to simply as “Parties” or “Companies”.

WHEREAS:

(i) Oi is a publicly traded company the purpose of which is the exploitation of telecommunications services and activities that are necessary or useful to the execution of those services, in compliance with the concessions, authorizations and permissions that were granted it;

(ii) TelPart is a publicly traded company the purpose of which is the direct or indirect holding of equity in the capital stock of Oi and other corporations, in Brazil or abroad, and it may also render managerial and administrative services to the companies under its control;

(iii) On October 2, 2013, a certain Material Fact was disclosed announcing that Oi, Portugal Telecom, SGPS, S.A. (“Portugal Telecom”) AG Telecom Participações S.A. (“AG”), LF Tel S.A. (“LF”), PASA Participações S.A. (“PASA”), EDSP75 Participações S.A. (“EDSP75”) and Bratel Brasil S.A. (“Bratel Brasil”), and, further, certain shareholders of Portugal Telecom, particularly Avistar, SGPS, S.A. and Nivalis Holding B.V., executed a memorandum of understanding (“MOU”) with the goal to establish the bases and principles that will regulate the negotiations toward a possible transaction involving Portugal Telecom, Oi and a few of their controlling shareholders so as to form a company that will gather the shareholders of Oi, Portugal Telecom and, further, of Telemar Participações S.A. (“TelPart”) and will combine the activities and businesses of Oi in Brazil and of Portugal Telecom in Portugal and in Africa, toward the consolidation of the industrial alliance between Oi and Portugal Telecom, started in 2010 and developed as from that date (“Industrial Alliance”), will make it possible to accelerate the development of Oi in Brazil, leverage and enhance the innovation capacity of Portugal Telecom and crystallize the value of the synergies (“Transaction”);

(iv) the Transaction includes a series of steps, among which are (i) the contribution of a part of the equity held by Andrade Gutierrez S.A. (“AG S.A.”) and by Jereissati Telecom S.A. (“Jereissati Telecom”) in PASA and EDSP75, respectively, in specific purpose companies (“Newcos”); (ii) issuance of debentures that are convertible into shares by the Newcos, EDSP75, PASA, AG, LF and TelPart in an amount necessary for payment of its indebtedness; (iii) an increase in the capital of Oi, in assets and cash, by public offering, that was approved by the Oi Board of Directors on [=][=] [=]¹; (iv) paying in of the convertible debentures and liquidation of the holding companies’ indebtedness; (v) split-up of EDSP75, PASA, LF and AG in order to segregate their equity in CTX Participações S.A. (“CTX”) and in Contax Participações S.A. (“Contax”), which will be transferred and merged by new corporations incorporated for these purposes, and the exchange of shares of these corporations for PASA and EDSP75 shares between Bratel Brasil and AG S.A. and Jereissati Telecom; (vi) conversion of the debentures into shares; (vii) conversion of the debentures issued by TelPart into shares; (viii) corporate restructuring of AG, LF, EDSP75, PASA, Bratel Brasil and TelPart, in order to segregate assets not related to their respective direct or indirect equity in Oi, so that AG, LF, Bratel Brasil and TelPart shall have neither assets nor liabilities (or they shall have cash equivalent to any accounts payable), with the exception of their direct or indirect equity in Oi capital; (ix) the merger of the shares of Oi into TelPart; and (x) the merger of Portugal Telecom into TelPart;

(v) prior to the implementation of this merger, the following steps of this Transaction shall have been carried out: (i) the creation of Newcos to which was conferred part of the equity of Jereissati Telecom and AG S.A. in EDSP75 and PASA; (ii) capitalization of EDSP75, PASA, LF, AG, Newcos and TelPart through issuance of debentures convertible into shares; (iii) capitalization of Oi, through an increase in capital by means of public subscription of shares, pursuant to the material fact disclosed on [=]²; (iv) paying in of all debentures convertible into shares issued by EDSP75, PASA, LF, AG, Newcos and TelPart; (v) partial split-up of PASA, EDSP75, AG, LF; (vi) exchange of shares between Bratel Brasil and AG S.A., and between Bratel Brasil and Jereissati Telecom, so that Portugal Telecom is no longer a direct or indirect shareholder of CTX and Contax and of the corporations that result from said split-ups, and AG S.A. and Jereissati Telecom become direct or indirect owners of shares issued by CTX and

¹  Date subject to confirmation of schedule.

²  Date subject to confirmation of schedule.

Contax now held by Portugal Telecom, with Portugal Telecom receiving, in turn, directly or indirectly, shares issued by PASA and EDSP75; (vii) conversion of the debentures into shares; (viii) merger of LF into EDSP75 and merger of AG into PASA; (ix) merger of EDSP75 and PASA into Bratel Brasil; (x) partial disproportional split-up of TelPart with merger of the part spun off into Bratel Brasil; (xi) partial split-up of Bratel Brasil with merger of the part spun off into Marnaz Holdings S.A. (“Marnaz”); (xii) merger of Bratel Brasil into Oi; (xiii) merger of Marnaz, Newcos and PTB 2 S.A. into TelPart;

(vi) due to the implementation of the above-mentioned steps, at the moment this merger of shares is approved, TelPart shall hold 126,596,624 common shares and 96,164,146 preferred shared issued by Oi, corresponding to an equity holding of [7.68]³% of the voting capital of Oi and [4.42]⁴% of the total capital stock of Oi;

(vii) this merger of shares is one of the steps necessary for the implementation of the Transaction and that the conclusion of the Transaction, including this merger of shares, is subject to the conditions described herein and other provisions in the Transaction documents;

The Parties resolve to execute this Protocol and Justification of Merger of Shares (“Protocol and Justification”), pursuant to Articles 224, 225 and 252 of Law 6,404/76 (“Corporations Law”), under the following terms and conditions.

CLAUSE ONE – PROPOSED TRANSACTION AND JUSTIFICATION

1.1. Proposed Transaction. The Transaction consists of the merger of the shares of Oi into TelPart, with the transfer of the entire equity of Oi (except for those already held by TelPart) to TelPart, with the objective of making Oi a wholly owned subsidiary of TelPart, under the terms of Article 252 of the Corporations Law (“Merger of Bratel Brasil”).

1.2. Justification for the Merger. The merger of shares is one of the steps necessary for implementation of the Transaction, the purpose of which it to combine the activities and businesses of Oi and of Portugal Telecom, which, upon completion of the Transaction, shall be held by one sole company, TelPart. The purpose of the merger of Shares is in the context of the Transaction, the purpose of which is (i) to form one, large, sole, multinational company with head offices in Brazil; (ii) the continuity of the commercial brands for Oi and Portugal Telecom operations, in their respective

³  This information will only be known following the results of the increase in Oi capital.

⁴  This information will only be known following the results of the increase in Oi capital.

operating areas, subject to unified control and management by TelPart; (iii) the consolidation of the Industrial Alliance, making it possible to maximize synergies, reduce operating risks, optimize efficiency of investments and guarantee best practices; (iv) the strengthening of the capital structure of the integrated companies, facilitating their access to capital and financial resources; (v) the consolidation of the shareholder base of TelPart, Oi and Portugal Telecom solely in common shares traded on the BM&FBOVESPA New Market, the NYSE Euronext Lisbon and the NYSE; (vi) the dispersion of the TelPart shareholder base which, once the Transaction is consummated, shall not have shareholders or groups of linked shareholders holding the majority of the capital; (vii) the adoption of best practices of corporate governance in the BM&FBOVESPA New Market segment; and (viii) the pursuit of greater liquidity of the shares traded on said markets.

CLAUSE TWO – NUMBER, TYPE AND CLASS OF SHARES TO BE ASCRIBED TO OI SHAREHOLDERS OF OI;

2.1. Number, Type and Class of Shares to be Ascribed. As a result of the Merger of Shares, each common share issued by Oi shall be substituted by a new common share issued by TelPart and each 1.0857 preferred share issued by Oi shall be substituted by a new common share issued by TelPart (“Ratio of Substitution”).

2.2. Criteria Used to Determine the Ratio of Substitution. The Ratio of Substitution was established based on the parameter of market quotes for shares of Oi in the period 30 days prior to the disclosure of the Material Fact that announced the Transaction and on the fact that the number of TelPart shares is equal to the number of shares that TelPart directly or indirectly holds in Oi, subject to the premise that TelPart shall have no assets nor liabilities (or shall have cash or cash equivalents in sufficient amounts to fully pay its debts) with the exception of its investment in Oi.

2.3. Valuation of the Net Asset Value of Oi and TelPart at Market Prices. To comply with the provisions of Article 264 of the Corporations Law, [Apsis] [identification]⁵ (“Valuating Company”) valuated the net asset value of Oi and TelPart at market prices, on the Base Date (as defined below), (“Market Net Asset Report”), shown in Attachment II, having as a result, exclusively for purposes of Art. 264 of the Corporations Law, a ratio of substitution of [=]⁶ shares issued by TelPart for each 1 (one) share issued by Oi.

2.4. Fractions of Shares. Fractions of shares issued by TelPart resulting from the Merger of Shares grouped in whole numbers of shares and sold in auctions held

⁵  Subject to confirmation of Apsis that will issue the Valuation Report in reference.

⁶  This information will only be known following issuance of the valuation report for purposes of Article 264 of the Corporations Law.

at BM&FBovespa, under the terms of the notice to shareholders to be published following conclusion of the merger. The net amounts resulting from the sale shall be made available to holders of fractions of TelPart shares, due to the Merger of Shares, in proportion to the fractions they hold.

CLAUSE THREE – RIGHT OF TELPART SHAREHOLDERS TO WITHDRAW

3.1 Right of TelPart Shareholders to Withdraw. Under Article 252 of the Corporations Law, the TelPart shareholder who does not approve the Transaction, be it by dissention, abstention or nonattendance, shall have the right to withdraw in the 30 days subsequent to the date of publication of the minutes of the general shareholders meeting that approves the Merger of Shares, by means of reimbursement for the shares it proven to be owned at the closing of the trading on October 1, 2013, and maintained by the shareholder uninterruptedly to the date of actual exercise of the right to withdraw. Without prejudice to the provisions of this item, it is not expected that any TelPart shareholder will exercise the option to withdraw.

3.2. Inapplicability of the right of Oi Shareholders to withdraw. The Merger of Shares shall not entitle Oi shareholders to withdraw, as per article 137, II of the Law of Corporations.

CLAUSE FOUR – EQUITY VALUATION OF THE SHARES OF OI AND TREATMENT OF EQUITY FLUCTUATIONS

4.1. Appraisal Company. The Parties contracted [Apsis] [identification]⁷ (“Appraisal Company”), to prepare a valuation report to determine the asset value of the shares of issue of Oi to be merged into TelPart’s equity, which is attached to this Protocol and Justification as Attachment I (“Valuation Report”).

4.2. Ratification of the contract with the Appraisal Company. The general shareholders meeting of TelPart shall ratify the appointment and engagement of the Appraisal Company for preparation of the Valuation Report.

4.3. Representation of the Appraisal Company. Pursuant to current legislation, the Appraisal Company represented: (i) that it does not directly or indirectly own any securities or derivatives that reference a security issued by the Parties; (ii) that it does not have a conflict of interest that would diminish the independence necessary for the performance of its duties; and (iii) that it was not given any type of limitation by either of the Parties, their controlling shareholders and/or administrators to its carrying out of the necessary work.

4.4. Valuation Criterion. The Appraisal Company adopted the criterion of asset share value on the Base-Date (as defined below) for valuating the Oi shares that will be merged into TelPart.

⁷  Subject to confirmation of Apsis, which shall issue said Valuation Report.

4.5. Ascribed Value. According to the Valuation Report, the Oi shares to be merged into TelPart equity are ascribed the value of R$ [=] ([=])⁸.

4.6 Base Date. The base date for the merger provided in this Protocol and Justification is [April] [30], [2014]⁹ (“Base Date”).

4.7. Audited Financial Statements. The financial statements used in preparing the merger documents were made referencing the Base Date.

4.7. Changes in Stockholders Equity. The changes in stockholders equity of Oi that occur between the Base Date and the date of approval of the Merger of Shares shall be accounted for directly by Oi and shall be entered into its respective accounting books.

CLAUSE FIVE – SHARES OF ONE COMPANY HELD BY ANOTHER AND TREASURY SHARES

5.1. Treatment of Shares of Oi of One Company Held by Another. Shares issued by Oi held by TelPart shall continue to be held by TelPart. Oi does not hold any TelPart shares.

5.2 Treatment of Treasury Shares. Oi holds 84,250,695 common shares and 72,808,606 preferred shares of its own issue in treasury, which shall be kept in treasury.

CLAUSE SIX – INCREASE IN THE CAPITAL STOCK OF TELPART AND COMPOSITION FOLLOWING MERGER OF SHARES

6.1. Increase in TelPart Capital Stock. The Merger of Shares will result in an increase of the capital stock of TelPart in the amount of R$ [=]¹⁰ ([=]), by means of the transfer of shares issued by Oi (except those shares already held by TelPart) to TelPart, pursuant to the Valuation Report and under the terms of Art. 252 of the Corporations Law. TelPart shall issue [=] ([=]) common registered shares with no face value (“Shares”), that shall be fully ascribed to current Oi shareholders (with the exception of the shares directly or indirectly held by TelPart), in substitution of their Oi shares which shall be cancelled. The new TelPart shares shall be paid in with the Oi shares transferred to TelPart.

6.2. Composition of the Capital Stock of TelPart Following Merger of Shares. As a result of the increase in capital referred to above, the capital stock of TelPart shall be in the amount of R$ [=] ([=])¹¹, represented by [=] ([=]) common shares.

⁸  This information will only be known after publication of said Valuation Report.

⁹  Date subject to updating to the date of the last approved balance sheet.

¹⁰  This information will only be known after publication of said Valuation Report.

¹¹  This information will only be known after publication of the Valuation Report.

6.3. Wholly Owned Subsidiary. Due to the Merger of Shares, Oi shall be a wholly owned subsidiary of TelPart.

CLAUSE SEVEN – PROPOSAL FOR CHANGES TO THE TELPART BY-LAWS

7.1. Changes of the TelPart By-Laws. As a result of the Merger of Shares, TelPart’s By-Laws shall be changed to reflect the change in the value of the capital stock and the number of shares into which it is divided. Thus, the following proposal for changes to the head paragraph of Article 5 of the By-Laws shall be submitted to the shareholders:

“Article 5 - The capital stock of the Company is R$ [=]¹² ([=]), divided in [=] ([=]) common registered shares with no face value.”

CLAUSE EIGHT – ALLOCATION OF THE VALUE OF OI SHARES

8.1. Value of Shares of Oi. The book value on the Base Date of the Oi shares to be transferred to TelPart is R$ [=] ([=])¹³, according to the Valuation Report, and [=] ([=]) common shares and [=] ([=]) preferred shares of issue of Oi shall be transferred to TelPart, totaling an amount of R$ [=] ([=]), [which shall be fully allocated to TelPart´s capital stock increase] [of which R$ [=] shall be earmarked to the increase of the capital of TelPart and R$ [=] earmarked for capital reserve.

CLAUSE NINE – TYPES OF SHARES TO BE DELIVERED TO OI SHAREHOLDERS

9.1. Shares to be Delivered to Oi Shareholders in the Merger of Shares. The shareholders owners of common and preferred shares of issue of Oi shall receive common shares of issue of TelPart. The common shares issued by TelPart to the shareholders of Oi shall confer the same rights as conferred to the other common shares of TelPart, including full receipt of dividends and/or interest on equity that may come to be declared by TelPart as from the date on which the Merger of Shares is concluded.

¹²  This information will only be known following the issuance of the Valuation Report of Oi shares.

¹³  This information will only be known after publication of the Valuation Report of Oi shares.

CLAUSE TEN – APPROVAL BY THE PARTIES’ GENERAL MEETINGS OF THE SHAREHOLDERS OF OI AND OF TELPART

10.1. The Oi Special General Shareholders Meeting. Oi shall hold a special general shareholders meeting to decide on and approve, among other matters: (i) the ratification of the appointment and engagement of the Valuating Company for preparation of the Valuation Report; (iii) the Valuation Report; (iii) the Protocol and Justification; (iv) the Merger of Shares under the terms and conditions of this Protocol and Justification; and (v) the carrying out, by its administrators, of the acts necessary for implementation of the Merger of Shares, including the subscription of the increase in the capital stock of TelPart by Oi shareholders, and the actual transfer of all of the shares of issue of Oi to TelPart.

10.2 The TelPart Special General Shareholders Meeting. TelPart shall hold a special general shareholders meeting to decide on and approve, among other matters: (i) the ratification of the appointment and engagement of the Valuating Company for preparation of the Valuation Report; (iii) the Valuation Report; (iii) the Protocol and Justification; (iv) the Merger of Shares under the terms and conditions of this Protocol and Justification; (v) the increase in the capital stock with the issuance of [    ]¹⁴ new common, registered, book-entered and without par value shares, to be fully paid in by means of the merger of all of the Oi shares; (vi) the changes to the by-laws to reflect the increase in TelPart capital; and (vii) the carrying out, by its administrators, of the acts necessary for implementation of the Merger of Merger.

CLAUSE ELEVEN – CONDITIONS FOR THE IMPLEMENTATION, APPROVAL AND OTHER INFORMATION REGARDING THE TRANSACTION

11.1 Filing of the Merger of Shares in Other Jurisdictions. As Oi shares are registered at the U.S. Securities and Exchange Commission (“SEC”), the issuance of shares of TelPart to Oi shareholders in the context of this Merger of Shares shall be subject to the applicable filing at SEC or, still, for filing in other jurisdictions.

CLAUSE TWELVE – GENERAL PROVISIONS

12.1. No Succession in the Merger of Shares. Upon completion of the Merger of Shares, TelPart shall not absorb assets, rights, liabilities, obligations and responsibilities of Oi, which shall fully retain its legal personality, becoming a wholly owned subsidiary of TelPart, there being no succession.

12.2. Approval of the Intermediate Restructuring. All steps of the corporate restructuring in the intermediate companies in the Oi chain of control, which include the merger of LF Tel into EDSP75, the merger of AG into PASA, the merger of EDSP75 and PASA into Bratel Brasil, the disproportional split-up of TelPart with the merger of

¹⁴  Such information shall only be known after the result of the Oi capital stock increase.

the assets spun off into Bratel Brasil, the split-up of Bratel Brasil with the merger of the assets spun off into Marnaz Holdings S.A. (“Marnaz”;) the merger of Bratel Brasil into Oi, and the merger of Marnaz into TelPart and the merger of Venus RJ Participações S.A., Sayed RJ Participações S.A. and PTB 2 S.A. into TelPart, (“Restructuring of the TelPart Chain”), and also, the Merger of Shares of Oi shall be implemented simultaneously. Thus, the Parties agree that the implementation and efficacy of each one of the steps in the Restructuring of the TelPart Chain and the Merger of Shares of Oi shall be conditioned on actual approval of the other steps in the Restructuring of the TelPart Chain and the Merger of Shares of Oi.

12.3. Audit of Mergee’s Financial Statements. Pursuant to Art. 12 CVM Instruction No. 319/99, Oi’s financial statements that served as a base for the Merger of Shares were audited by KPMG Independent Auditors.

12.4. Documents Available to Shareholders. All the documents mentioned in this Protocol and Justification, besides all the other documents already available, shall be at the disposal of the respective shareholders of Oi and Telpart, pursuant to applicable law and regulations, and can be consulted by its shareholders at the following address: Rua do Lavradio, 71, 2^nd floor, in the City of Rio de Janeiro, State of Rio de Janeiro. The documents will also be available at the websites of the CVM (www.cvm.gov.br), BM&FBOVESPA (www.bmfbovespa.com.br), and at Oi’s Investor Relations site (http://ri.oi.com.br).

12.5. Survival of Valid Clauses. In the event that any clause, provision, term or condition in this Protocol and Justification is held invalid, all other clauses, provisions, terms and conditions not affected by this invalidity shall not be affected.

12.6. Venue of Law. The Central Courts of the District of the Capital of the State of Rio de Janeiro are chosen to resolve any issues arising from this Protocol and Justification, waiving all others, no matter how privileged they may be or come to be.

IN WITNESS WHEREOF the Parties sign this Protocol and Justification in 3 (three) copies of equal form and content and for one sole effect, together with the two witnesses identified below.

Rio de Janeiro, [=] [=] of 2014.

OI S.A.

Name:	Name:
Title	Title

TELEMAR PARTICIPAÇÕES S.A.

Name:	Name:
Title	Title

Witnesses:

Name:	Name:
RG:	RG:

Attachment I

Valuation Report

(see attached doc containing [=] pages)

Attachment II

Market Net Asset Report

(see attached doc containing [=] pages)