EX-4.1 2 dp37766_ex0401.htm EXHIBIT 4.1
 
Exhibit 4.1
 
[stamp:]
9th INSTRUMENTS AND
DOCUMENTS REGISTRY
 
AMENDMENT No. 04 (DULC No. 12.2.3.6.1274) TO THE REVOLVING LINE OF CREDIT FINANCING ORIGINATION AGREEMENT No. 08.2.0790.1 OF NOVEMBER 19, 2008, ENTERED INTO BY THE NATIONAL ECONOMIC AND SOCIAL DEVELOPMENT BANK (BNDES), TIM CELULAR S.A. AND INTELIG TELECOMUNICAÇÕES S.A., WITH THE APPEARANCE OF THIRD PARTIES, AS BELOW:
OFFICE  
  [2 illegible LINES]  
18 DEC.   2012 1167970  
  RUA BOA VISTA
No. 314 – 2ND FLOOR
   

 
THE NATIONAL ECONOMIC AND SOCIAL DEVELOPMENT BANK (BNDES), herein called merely BNDES, a federal public company, with domicile in Brasília, Federal District, and services in this City, at Avenida República do Chile No. 100, registered in the CNPJ under no. 33.657.248/0001-89, through its undersigned representatives;

TIM CELULAR S.A., hereinafter called TIM CELULAR, a business corporation, with domicile in São Paulo, State of São Paulo, at Avenida Giovanni Gronchi, No. 7,143, Postcode 05724-006, registered in the CNPJ under no. 04.206.050/0001-80, signing at the bottom;

INTELIG TELECOMUNICAÇÕES S.A., hereinafter called INTELIG, a business corporation, with domicile in the City of Rio de Janeiro, State of Rio de Janeiro, at Praia de Botafogo, 370, registered in the CNPJ under no. 02.421.421/0001-11, through its legal representatives signing at the bottom;

with TIM PARTICIPAÇÕES S.A., hereinafter called INTERVENER a business company, with domicile in Rio de Janeiro, State of Rio de Janeiro, at Avenida das Américas, no. 3,434, block 1, 7th floor, Postcode 22640-102, registered in the CNPJ under no. 02.558.15/0001-21;

have agreed and contracted with each other to amend the Revolving Line of Credit Financing Origination Agreement No. 08.2.0790.1, hereinafter called merely AGREEMENT, entered into by BNDES and BENEFICIARIES TIM CELULAR S.A. and TIM NORDESTE S.A., incorporated by TIM CELULAR, S.A., recorded under no. 731346, on December 04, 2008, in the 5th Instruments and Documents Registry Office of Rio de Janeiro, State of Rio de Janeiro; and under no. 1046816, on December 08, 2008, in the 9th Instruments and Documents Registry Office of the County of São Paulo, State of São Paulo; and under no. 30628, on December 1, 2008, in the 1st Instruments and Documents Registry Office of the County of Jaboatão, State of Pernambuco; with a 1st amended through a private instrument dated December 12, 2008, recorded under no. 732214 on December 17, 2008, in the 5th Instruments and Documents Office of Rio de Janeiro, State of Rio de Janeiro; and under no. 1047939 on December 19, 2008, in the 9th Instruments and Documents Registry Office of the County of São Paulo,
 
[stamp:]
LEGAL
[stamp:]
Carina Gallardo Rey
 
TIM
 
Attorney
     
AUDETIC
 
 
1

 
 
Exhibit 4.1
 
[stamp:] 9th INSTRUMENTS AND
 DOCUMENTS REGISTRY OFFICE
 [2 illegible LINES]
18 DEC. 2012 1167970
     RUA BOA VISTA
No. 314 – 2ND FLOOR
 
State of São Paulo; and under no. 30633, on December 18, 2008 in the 1st Instruments and Documents Registry Office of the County of Jaboatão, State of Pernambuco; 2nd addendum through a private instrument dated December 12, 2008, recorded under no. 732215 on December 17 2008, in the 5th Instruments and Documents Registry Office of Rio de Janeiro, State of Rio de Janeiro; and under no. 1047940 on December 19, 2008, in the 9th Instruments and Documents Registry Office of the County of São Paulo, State of São Paulo; and a 3rd addendum the rough a private instrument dated June 29, 2010 and recorded under no. 785514 on July 13, 2010; of which this instrument comes to form an integral part, for all purposes and effects of the Law, through the following clauses:

FIRST

INCLUSION OF A BENEFICIARY

In view of the agreement hereby entered into, the Parties also decide to include INTELIG TELECOMUNICAÇÕES S.A., already identified in the above preamble, as a BENEFICIARY to the AGREEMENT, and the Preamble to the AGREEMENT now has the following wording:

PREAMBLE

THE NATIONAL ECONOMIC AND SOCIAL DEVELOPMENT BANK (BNDES), herein called merely BNDES, a federal public company, with domicile in Brasília, Federal District, and services in this City, at Avenida República do Chile No. 100, registered in the CNPJ under no. 33.657.248/0001-89, through its undersigned representatives;

TIM CELULAR S/A (successor by incorporation to TIM Nordeste S/A), hereinafter called BENEFICIARY TIM CELULAR, a business corporation, with domicile in São Paulo, State of São Paulo, at Avenida Giovanni Gronchi, No. 7,143, Postcode 05724-006, registered in the CNPJ under no. 04.206.050/0001-80, through its undersigned representatives;

INTELIG TELECOMUNICAÇÕES S.A., hereinafter called BENEFICIARY INTELIG, a business corporation, with domicile in the City of Rio de Janeiro, State of Rio de Janeiro, at Praia de Botafogo, 370, registered in the CNPJ under no. 02.421.421/0001-11, through its legal representatives signing at the bottom;

TIM CELULAR and INTELIG are hereinafter called jointly, BENEFICIARIES.

and, further, with TIM PARTICIPAÇÕES S.A., hereinafter called INTERVENER a business company, with domicile in Rio de Janeiro, State of Rio de Janeiro, at Avenida das Américas, no. 3,434, block 1, 7th floor, Postcode 22640-102, registered in the CNPJ under no. 02.558.15/0001-21, appearing as INTERVENER; have agreed and contracted with each other the contents of the following clauses:”
 
[stamp:]
LEGAL
[stamp:]
Carina Gallardo Rey
 
TIM
 
Attorney
     
AUDETIC
 
 
2

 
 
Exhibit 4.1
 
[stamp:] 9th INSTRUMENTS AND
 DOCUMENTS REGISTRY OFFICE
 [2 illegible LINES]
18 DEC. 2012 1167970
     RUA BOA VISTA
No. 314 – 2ND FLOOR
 
SECOND

INCREASE IN THE LINE OF CREDIT

           In view of the agreement hereby entered into, the Parties decide to increase the line of credit granted through the AGREEMENT from R$ 1,510,000,000.00 (one billion five hundred million reais) to R$ 3,674,000,000.00 (three billion six hundred and seventy-four million reais) the caput of Clause First of the AGREEMENT now having the following wording:

FIRST

NATURE AND AMOUNT OF THE CONTRACT

BNDES hereby opens for the BENEFICIARIES, legal person members of the same Economic Group, a revolving line of credit in an amount of up to R$ 3,674,000,000.00 (three billion six hundred and seventy-four million reais), to be provided with the funds cited below, pursuant to the provisions of Paragraph Three of this Clause:
 
I – ordinary of BNDES, under the scope of BNDES Board of Directors Resolution No. 1321/06, of July 13, 2006; and/or

II – ordinary of BNDES, which are comprised, among other sources, of funds from the Worker Protection Fund (FAT), of funds originated from FAT – Special Deposits and PIS/PASEP Participation Fund, respecting, insofar as the allocation thereof, the law applicable to each one of the aforementioned sources.”

THIRD

INCLUSION OF SPECIAL OBLIGATIONS OF THE BENEFICIARIES

In view of the agreement hereby entered into, the Parties resolve to stipulate in the AGREEMENT special new obligations for TIM CELULAR and INTELIG, as included in parts XII and XIII of Clause Thirteenth of the AGREEMENT, pursuant to the following wording:

“THIRTEENTH

SPECIAL OBLIGATIONS OF THE BENEFICIARIES

Insofar as the specific uses that they shall assume, the BENEFICIARIES undertake:

(…)

XII.
not to undertake loan transactions in favor of the company TIM Brasil Serviços e Participações S.A. and/or any company in the same Economic Group as the BENEFICIARIES domiciled abroad, without prior express agreement of BNDES, except loan transactions undertaken in favor of TIM Brasil Serviços e Participações S.A. whose individual or aggregate amounts do not exceed, at any time, during the entire term of the Agreement, the sum of R$ 50,000,000.00 (fifty million reais).
 
[stamp:]
LEGAL
[stamp:]
Carina Gallardo Rey
 
TIM
 
Attorney
     
AUDETIC
 
 
3

 
 
Exhibit 4.1
 
[stamp:] 9th INSTRUMENTS AND
 DOCUMENTS REGISTRY OFFICE
 [2 illegible LINES]
18 DEC. 2012 1167970
     RUA BOA VISTA
No. 314 – 2ND FLOOR
 
XIII.
to perform any transactions with companies in the BENEFICIARIES’ Economic Group at market prices, and such transactions shall appear in the financial statements of TIM PARTICIPAÇÕES S.A., audited by an independent audit company registered with the CVM (Securities Commission).”

FOURTH

INCLUSION OF OBLIGATIONS FOR THE INTERVENING CONTROLLER

In view of the agreement hereby signed, the Parties resolve to stipulate new obligations for the INTERVENING CONTROLLER TIM PARTICIPAÇÕES S.A., such that pats VI and VII of Clause Fourteenth of the AGREEMENT are included, which shall have the following wording:

FOURTEENTH

OBLIGATIONS OF THE INTERVENING CONTROLLER

The Intervening Controller TIM Participações S/A, identified in the preamble of this Agreement, hereby assumes the obligation to:

(…)

VI.
not to undertake loan transactions in favor of the company TIM Brasil Serviços e Participações S.A. and/or any company in the same Economic Group as the BENEFICIARIES domiciled abroad, without prior express agreement of BNDES, except loan transactions undertaken in favor of TIM Brasil Serviços e Participações S.A. whose individual or aggregate amounts do not exceed, at any time, during the entire term of the Agreement, the sum of R$ 50,000,000.00 (fifty million reais).

VII.
to perform any transactions described in item VII above with companies in the BENEFICIARIES’ Economic Group at market prices, and such transactions shall appear in the financial statements of TIM PARTICIPAÇÕES S.A., audited by an independent audit company registered with the CVM (Securities Commission).”

FIFTH

UTILIZATION OF FUNDS
 
           In view of the agreement hereby signed, BNDES and BENEFICIARY TIM CELULAR S.A. agree to govern the use of part of the credit line open through the AGREEMENT, pursuant to the following terms and conditions:
 
1.           AMOUNT OF THE TRANCHE TO BE USED:

 
1.1
on Subloan “A4”:  in the amount of R$ 22,800,000.00 (twenty-two thousand eighth hundred thousand reais), to be provided with the funds cited in part II of Clause First of the AGREEMENT, pursuant to all of the provisions related to the subloans provided with such funds;
 
[stamp:]
LEGAL
[stamp:]
Carina Gallardo Rey
 
TIM
 
Attorney
     
AUDETIC
 
 
4

 
 
Exhibit 4.1
 
[stamp:] 9th INSTRUMENTS AND
 DOCUMENTS REGISTRY OFFICE
 [2 illegible LINES]
18 DEC. 2012 1167970
     RUA BOA VISTA
No. 314 – 2ND FLOOR
 
 
1.2
on Subloan “B4”:  in the amount of 1,611,500,000.00 (one billion six hundred and eleven million five hundred thousand reais), to be provided with the funds cited in part II of Clause first of the AGREEMENT, pursuant to all of the other provisions related to the subloans provided with such funds, with the exception of Clause Fifth of the AGREEMENT, and the regime in item 8.2 of Clause Fifth of this Addendum;

 
1.3
on Subloan “C4”:  in the amount of 348,300,000.00 (three hundred and forty-eight million three hundred thousand reais), to be provided with the funds cited in part II of Clause first of the AGREEMENT, pursuant to all of the other provisions related to the subloans provided with such funds, with the exception of Clause Fifth of the AGREEMENT, as well as the regime stipulated by the BNDES Investment Support Program (BNDES PSI), subject to Resolution No. 2,366-2012-BNDES, of 11.13.2012, under the scope of current federal law, as well as the regulations issued by the National Monetary Board and by the Minister of State for the Treasury.

 
1.4
Pursuant to the provisions of Paragraph First of Clause Third of the AGREEMENT, the funds from the Subloans cited above to be released shall be transferred to current account no. 05322-9, which BENEFICIARY TIM CELULAR holds at Banco Itaú (no. 341), branch 0911.

2.           AVAILABILITY OF SUBLOANS “A4” and “B4”:

 
2.1
The amount of each tranche of Subloans “A4” and “B4” to be made available to BENEFICIARY TIM CELULAR shall be calculated pursuant to the criteria established in the law establishing the Long-Term Interest Rate (TJLP) to determine the debit balances of the financing contracted by the BNDES System through November 30, 1994.
 
3.
AVAILABILITY OF SUBLOAN “C4”:

 
3.1
The amount of each tranche of Subloan “C4” to be made available to BENEFICIARY TIM CELULAR, shall not undergo monetary restatement or any other readjustment of any nature.

4.
SPECIFIC USE OF THE FUNDS:

 
4.1
Subloan “A4” is to be used for investments in social projects to be sponsored by BENEFICIARY TIM CELULAR.

 
4.2
Subloan “B4” is to be used for the expansion, modernization, and technological updating of BENEFICIARY TIM CELULAR’s plant, with investments in networks and information technology (IT).

 
4.2
Subloan “C4” is to be used to acquire national machines and equipment that fall under the criteria of the Special Industrial Financing Agency (FINAME), needed to perform the project described in item 4.2.
 
[stamp:]
LEGAL
[stamp:]
Carina Gallardo Rey
 
TIM
 
Attorney
     
AUDETIC
 
 
5

 
 
Exhibit 4.1
 
[stamp:] 9th INSTRUMENTS AND
 DOCUMENTS REGISTRY OFFICE
 [2 illegible LINES]
18 DEC. 2012 1167970
     RUA BOA VISTA
No. 314 – 2ND FLOOR
 
5.
PERIOD FOR USING THE FUNDS:

 
5.1
on Subloan “A4” and “B4”:  up to 12 (twelve) months, computed from the signing of this Addendum, without prejudice to BNDES being able to extend the aforementioned period, before or after the final conclusion of such period, under the scope of the guaranties established in the AGREEMENT, upon express authorization, by letter, notwithstanding any other formality or recordation.

 
5.2
on Subloan “C4”:  up to 12 (twelve) months, extendible for a maximum period of 12 (twelve) months.

6.
GRACE PERIOD (Clause Fifth of the AGREEMENT):

 
6.1
on Subloans “A4”, “B4”, and “C4”:  12 (twelve) months, starting on the 15th (fifteenth) day immediately after the date this Addendum is signed and ending on December 15, 2013.

7.
AMORTIZATION (Clause Ninth of the AGREEMENT):

 
7.1
on Subloans “A4”, “B4”, and “C4”:  in 72 (seventy-two) successive monthly installments, each one of them in the amount of the principal due of the debt under those Subloans, divided by the number of amortization payments not yet paid, the first installment coming due on the 15th (fifteenth) of January of 2004, and the last on the 15th (fifteenth) of December of 2019, pursuant to the provisions of Clause Twenty-Fourth of the AGREEMENT.

8.
INTEREST (Clause Fifth of the AGREEMENT):
 
 
8.1
on the uncapitalized tranche of Subloan “A4”:  Long-Term Interest Rate (TJLP), reported by the Central Bank of Brazil, pursuant to the system described in Clause Fifth of the AGREEMENT, due on the 15th (fifteenth) day of the months of March, June, September, and December of each year, in the period between the 15th (fifteenth) of December of 2012 and the 15th (fifteenth) of December of 2013, and monthly starting on the 15th (fifteenth) of January 2014, inclusive, together with the principal amortization installments of this Subloan, pursuant to the provisions of Clause Twenty-Fourth of the AGREEMENT.

 
8.2
on the uncapitalized tranche of Subloan “B4”:  2.32% (two point thirty-two percent) per year (as compensatory), above the Long-Term Interest Rate (TJLP) reported by the Central Bank of Brazil, plus 1% (one percent) per year, due on the 15th (fifteenth) day of the months of March, June, September, and December of each year, in the period between the 15th (fifteenth) of December of 2012 and the 15th (fifteenth) of December of 2013, and monthly starting on the 15th (fifteenth) of January 2014, inclusive, together with the principal amortization installments of this Subloan, pursuant to the system below:
 
[stamp:]
LEGAL
[stamp:]
Carina Gallardo Rey
 
TIM
 
Attorney
     
AUDETIC
 

 
6

 
 
Exhibit 4.1
 
[stamp:] 9th INSTRUMENTS AND
 DOCUMENTS REGISTRY OFFICE
 [2 illegible LINES]
18 DEC. 2012 1167970
     RUA BOA VISTA
No. 314 – 2ND FLOOR
 
 
I.
When the TJLP is greater than 6% (six percent) per year:

 
a)
The amount corresponding to the portion of the TJLP that exceeds 6% (six percent) per year shall be capitalized on the 15th (fifteenth) day of each month of the term of this Agreement and on its maturity or settlement, pursuant to the provisions of Clause Twenty-Fifth, and computed through the effect of the following capitalization rate on the debit balance, therein including all financial events occurring during the period:

 
TC = [(1 + TJLP) / 1.06] n / 360 – 1 (capitalization rate equal to, open bracket, ratio between the TJLP plus one, and one point zero six, close bracket, raised to the power corresponding to the ratio between “n” and three hundred and sixty, subtracting one from such result), where:
 
TC – capitalization rate
 
TJLP – Long-Term Interest Rate, reported by the Central Bank of Brazil; and
 
 
n – number of days existing between the date of the financial event and the capitalization date, due date or settlement date of the obligation, a financial event being construed as any and all events of a financial nature which results or might result in a change to the debit balance of this Agreement.

 
b)
2.32% (two point thirty-two percent) per year above the TJLP (compensatory), cited in the caput of this Clause, plus the uncapitalized portion of the TJLP of 6% (six percent) per year and 1% (one percent) per year (deposit cost stipulated in part II of the fifth paragraph of Article 1st of Provisional Measure No. 453, of 1.22.2009, with the wording given by Provisional Measure No. 462, of 5.14.2009), shall be charged to the debit balance, on the due dates of the interest cited in the caput of item 8.1 of Clause First or on the due date or settlement date of this Agreement, pursuant to the provisions of line “a”, and using, for the daily calculation of interest, the number of days elapsed between the date of each financial event and the due dates cited above.
 
 
II.
When the TJLP is less than or equal to 6% (six percent) per year:

 
The 2.32% (two point thirty-two percent) per year above the TJLP (compensatory), cited in the caput of this Clause, increased by the TJLP itself and 1% (one percent) per year (deposit cost stipulated in part II of the paragraph of Article 1st of Provisional Measure No. 453, of 1.22.2009, with the wording given by Provisional Measure No. 462, of 5.14.2009), shall be charged to the debit balance, on the due dates of the interest cited in the caput of item 8.1 of Clause First or on the due date or settlement date of this Agreement, pursuant to the provisions of line “a”, and using, for the daily calculation of interest, the number of days elapsed between the date of each financial event and the due dates cited above.
 
[stamp:]
LEGAL
[stamp:]
Carina Gallardo Rey
 
TIM
 
Attorney
     
AUDETIC
 
 
7

 
 
Exhibit 4.1
 
[stamp:] 9th INSTRUMENTS AND
 DOCUMENTS REGISTRY OFFICE
 [2 illegible LINES]
18 DEC. 2012 1167970
     RUA BOA VISTA
No. 314 – 2ND FLOOR

 
8.2.1
The amount cited in part I, line “a”, which shall be capitalized, including the principal of the debt, shall be due under the terms of item 7.1 of Clause First of this Addendum.
 
 
8.3
on the tranche of Subloan “C4”:  2.5% (two point five percent) interest shall accrue on the principal of the debt of BENEFICIARY TIM CELULAR derived from Subloan “C4”, due on the 15th (fifteenth) day of the months of March, June, September, and December of each year, in the period between the 15th (fifteenth) of December of 2012 and the 15th (fifteenth) of December of 2013, and monthly starting on the 15th (fifteenth) of January 2014, inclusive, together with the principal amortization installments of this Subloan, in accordance with the provisions of Clause Twenty-Fourth of the AGREEMENT.

9.
SPECIAL OBLIGATIONS OF THE BENEFICIARY TIM CELULAR (Clause Thirteenth of the AGREEMENT):

9.1
Beyond the special obligations indicated in Clause Thirteenth of the AGREEMENT, the BENEFICIARY TIM CELULAR shall present the social projects related to subloan “A4”, within up to 180 (one hundred and eight) days after the signing of this Addendum.

10.
CONDITIONS FOR USING THE CREDIT LINE (Clause Seventeenth of the AGREEMENT):

10.1
Beyond the conditions indicated in Clause Seventeenth of the AGREEMENT, BENEFICIARY TIM CELULAR shall present, as a condition for using the first tranche of the loan granted under the terms of this Addendum, the formalization and recording, in the appropriate Registry Office(s), of this Addendum and the Addendum cited in the Paragraph One of Clause Sixth.

10.2
The BENEFICIARY TIM CELLULAR shall as a condition for using the second tranche of the loan granted under this Addendum, present the project related to subloan “A4” under terms satisfactory to BNDES.

SIXTH

ESTABLISHMENT OF GUARANTY

The revenues received by TIM CELULAR S.A., under the terms of Clause Tenth of the AGREEMENT, are irrevocably and irreversibly pledged in order to ensure payment of the obligations derived from this Addendum, and the principal of the debt, interest, commissions, contractual penalties, fines and expenses, from the date this Addendum is signed through the final liquidation of all of the obligations herein assumed.
 
[stamp:]
LEGAL
[stamp:]
Carina Gallardo Rey
 
TIM
 
Attorney
     
AUDETIC
 
 
8

 
 
Exhibit 4.1
 
[stamp:] 9th INSTRUMENTS AND
 DOCUMENTS REGISTRY OFFICE
 [2 illegible LINES]
18 DEC. 2012 1167970
     RUA BOA VISTA
No. 314 – 2ND FLOOR
 
PARAGRAPH

The guaranty cited in the caput of this Clause shall be formalized through Addendum No. 4 to the Pledge and Assignment of Revenue and Other Agreements document entered into on December 12, 2008 between TIM CELULAR S.A., BNDES, CITIBANK, N.A. and BANCO CITIBANK S.A., recorded under no. 771756 in the 4th Instrument and Documents Registry Office of Rio de Janeiro, State of Rio de Janeiro, and under no. 1047942 in the 9th Instrument and Documents Registry Office of São Paulo, State of São Paulo.
 
SEVENTH

SURETY

TIM PARTICIPAÇÕES S.A., identified in the preamble, accepts this Addendum in its capacity as surety and principal payor, expressly waiving the benefits of Articles 366, 827, and 838 of the Civil Code, and undertakes, jointly and severally, through the final liquidation of the AGREEMENT, the full and exact performance of all of the obligations assumed in the AGREEMENT, by INTELIG TELECOMUNICAÇÕES S.A.

EIGHTH

ACCELERATED TERMINATION

With respect to subloan “C4”, in the cases of accelerated termination declared based on Article 47-A of the “Provisions Applicable to BNDES Contracts,” the debit balance computed shall be increased by the amount corresponding to the return, to the National Treasury, of the amounts related to the interest-rate equalization, pursuant to applicable law.

NINTH

RECIPROCAL POWERS OF ATTORNEY

TIM CELULAR, TIM PARTICIPAÇÕES and INTELIG hereby irrevocably and irreversibly, mutually and reciprocally appoint each other as agents through the final payment of the debt hereby assumed, with powers to receive summons, notifications, and warnings, and also with powers of attorney ad judicia for the forum in general, which may be delegated to an attorney, all in relation to any judicial or extrajudicial proceedings that are filed against them by BNDES, as a result of this Agreement, who may perform all the acts necessary for the full and proper performance of this mandate.
 
[stamp:]
LEGAL
[stamp:]
Carina Gallardo Rey
 
TIM
 
Attorney
     
AUDETIC
 
 
9

 
 
Exhibit 4.1
 
[stamp:] 9th INSTRUMENTS AND
 DOCUMENTS REGISTRY OFFICE
 [2 illegible LINES]
18 DEC. 2012 1167970
     RUA BOA VISTA
No. 314 – 2ND FLOOR
 
TENTH

RATIFICATION

The contracting parties and the INTERVENER hereby ratify all of the Clauses of the AGREEMENT that do not contradict the provisions of this Addendum, maintaining the guaranties agreed in the aforementioned Agreement, without this document implying a novation, and the BENEFICIARY INTELIG TELECOMUNICAÇÕES S.A. expressly states that it assumes all of the obligations of the AGREEMENT related to the BENEFICIARIES.
 
ELEVENTH

RECORDING

BENEFICIARIES TIM CELULAR and INTELIG undertake to proceed to record this Addendum and the Addendum cited in the Paragraph of Clause Sixth, in the margin of the registries cited in the preamble of this instrument and in the Paragraph of Clause Sixth, in the cities of Rio de Janeiro and São Paulo, and BNDES reserving the right to accelerate termination of the AGREEMENT if such annotations are not proved to it within a period of 60 (sixty) days, computed from today.

TWELFTH

GENERAL PROVISION

BENEFICIARIES TIM CELULAR and INTELIG TELECOMUNICAÇÕES and the INTERVENER state that the provisions of this Agreement were negotiated in light of and in strict accordance with the Code of Ethics applicable to the TIM companies, which is available on the website www://www.timpartri.com.br.

BENEFICIARIES TIM CELULAR S.A. and INTELIG TELECOMUNICAÇÕES S.A. respectively present Positive Certifications of Debts with Negative Effects (CPD-NE) no. 006982012-2200050 and 000072012-17500421, issued on August 31, 2012 and August 15, 2012 and valid through February 27, 2013 and February 11, 2013.  The INTERVENER TIM PARTICIPAÇÕES S.A. presented Negative Certification of Debts Related to Social Security Contributions (CND) no. 000952012-17070115 issued on August 17, 2012 and valid through February 13, 2013.  All the Certifications were issued by the Department of Federal Revenue of Brazil.
 
[stamp:]
LEGAL
[stamp:]
Carina Gallardo Rey
 
TIM
 
Attorney
     
AUDETIC
 
 
10

 
 
Exhibit 4.1
 
[stamp:] 9th INSTRUMENTS AND
 DOCUMENTS REGISTRY OFFICE
 [2 illegible LINES]
18 DEC. 2012 1167970
     RUA BOA VISTA
No. 314 – 2ND FLOOR
 
(Signature Page of Amendment No. 04 (DULC No. 12.2.3.6.1274) to the Revolving Line of Credit Financing Origination Agreement No. 08.2.0790.1 of November 19, 2008, entered into by the National Economic and Social Development Bank (BNDES), Tim Celular S.A., with the Appearance of Third Parties.)

Rio de Janeiro, [hw:] December 10, 2012
For BNDES:
[stamp:]                   [illegible] à
[stamp:]                   João Carlos Ferraz
       Acting President
[stamp:]                   20th NOTARY SERVICE – RJ à
[stamp:]                   Júlio C.M. Ramundo
       Director
[signature] [signature]
NATIONAL ECONOMIC AND SOCIAL DEVELOPMENT BANK (BNDES)

For BENEFICIARY:
[stamp:]                   Rodrigo G. Galvão
       TIM – Finance & Treasury
[stamp:]                   Bruno Mendes Fontes
       Finance – Cash Management
[signature] [signature]
INTELIG TELECOMUNICAÇÕES S.A.

INTERVENER:
[stamp:]                    Rodrigo G. Galvão
        TIM – Finance & Treasury
[stamp:]                   Bruno Mendes Fontes
       Finance – Cash Management
[signature] [signature]
TIM CELULAR S.A.

SURETY:
[stamp:]                   Rodrigo G. Galvão
       TIM – Finance & Treasury
[stamp:]                   Bruno Mendes Fontes
       Finance – Cash Management
[signature] [signature]
TIM PARTICIPAÇÕES S.A.
 
WITNESSES:
[signature] [signature]
Name: [hw:] BRUNO DE ABREU [ill.] BORDIN
Identification Card: [hw:] 21203827-7
 CPF: [hw:] 117.812.477-06
Name: [hw:] RODRIGO SOUSA E GOMES [ill.]
Identification Card:  [hw:] 3117676 SSP/PB
CPF: [hw:] 058.891.194-19
 
[stamp:]
LEGAL
[stamp:]
Carina Gallardo Rey
 
TIM
 
Attorney
     
AUDETIC
 
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