Exhibit 4.3
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1ST AMENDMENT TO THE PRIVATE INDENTURE FOR A PUBLIC PRIMARY OFFERING OF SIMPLE,
NON-CONVERTIBLE DEBENTURES, ISSUED IN TWO SERIES, AGAINST THE UNSECURED DEBT OF
TELEMAR NORTE LESTE S.A.
BETWEEN
TELEMAR NORTE LESTE S.A
Issuer
AND
PLANNER TRUSTEE DTVM LTDA.
Trustee representing the Debenture Holders
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Date
March 16, 2006
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1ST AMENDMENT TO THE PRIVATE INDENTURE FOR A PUBLIC PRIMARY OFFERING OF SIMPLE,
NON-CONVERTIBLE DEBENTURES, ISSUED IN TWO SERIES, AGAINST THE UNSECURED DEBT OF
TELEMAR NORTE LESTE S.A.
By means of this legal instrument, on the one hand,
TELEMAR NORTE LESTE S.A., a public company, based in the city of Rio de Janeiro,
in the state of Rio de Janeiro, at Rua General Polidoro no. 99 - 5th floor,
Botafogo, CEP 22280-004, with CNPJ/MF registration no. 33.000.118/0001-79,
represented herein pursuant to the terms of its by-laws (the "Issuer");
and, on the other,
PLANNER TRUSTEE DTVM LTDA., an institution, authorized to operate by the
Brazilian Central Bank, based in the city of Sao Paulo, in the state of Sao
Paulo, at Avenida Paulista no. 2,439 - 11th floor, with CNPJ/MF registration
no. 67.030.395/0001-46, representing collectively the underwriters or
purchasers of the debentures that are the object of the present issue (the
"Debenture Holders"), represented herein pursuant to the terms of its by-laws
(the "Trustee"),
WHEREAS:
(i) under the terms of the Private Indenture for a Public Primary Offering of
Simple, Non-Convertible Debentures, Issued in Two Series, against the
Unsecured Debt of Telemar Norte Leste S.A. (the "Indenture"), signed on
March 9, 2006, a bookbuilding procedure led to the definition of the rates
of interest to be attached to the 1st and 2nd Series of Debentures, as well
as the quantity of Debentures to be issued under this Indenture;
(ii) during the bookbuilding procedure, the Option to issue a Supplementary Lot
was exercised, under the terms of item 3.5.1 of the Indenture, thereby
raising the total amount of the Issue to R$2,160,000,000 (two billion, one
hundred and sixty million reais);
(iii) the Issuer's Supervisory Board of Directors approved the remuneration of
the 1st and 2nd Series at a meeting held on March 15, 2006; and
(iv) under the terms of the Indenture, the definition of the rate of interest to
be attached to the Debentures, reached through a bookbuilding procedure, in
accordance with the Indenture, must be declared in an amendment to the
Indenture.
The parties RESOLVE to conclude the present 1st amendment to the Indenture (the
"Amendment"), based upon the following clauses and conditions:
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1. All of the terms beginning with capital letters that are not expressly
defined in this Amendment will have the meanings attributed to them in the
Indenture.
2. Alter item 2.2, which is to read as follows:
"2.2 FILING WITH THE BOARD OF TRADE AND PUBLICATION OF THE MINUTES
The minutes of the EGM were filed with the Board of Trade of the state of
Rio de Janeiro ("BOTRJ") on March 10, 2006, under no. 1592093, and were
published in the Official Gazette of the State of Rio de Janeiro and in the
financial newspaper "Valor Economico" on March 13, 2006. The defined
remuneration of the Debentures was approved at a meeting of the company's
Supervisory Board of Directors ("MSB"), held on March 15, 2006, the minutes
of which are to be filed with the BOTRJ and published in the periodicals
Official Gazette of the state of Rio de Janeiro and "Valor Economico"."
3. Alter items 3.2. and 3.3 of the Indenture, which are to read as follows:
"3.2 Total Amount of the Issue
The total amount of the Issue is R$2,160,000,000 (two billion, one hundred
and sixty million reais), as at the Issue Date (as determined in item
4.1.1. below).
3.3 Number of Series
The Issue was conducted in 2 (two) series, amounting to R$1,620,000,000
(one billion, six hundred and twenty million reais), at the Issue Date, in
1st (first) Series Debentures ("Debentures of the 1st Series"), and
R$540,000,000 (five hundred and forty million reais), at the Issue Date, in
2nd (second) Series Debentures ("Debentures of the 2nd Series")".
4. Alter item 3.4.1 of the Indenture, which is to read as follows:
"3.4.1 The Debentures will be offered for public distribution, and will be
allocated in return for a firm commitment, through the intermediation of
financial institutions that are members of the Brazilian system for the
distribution of securities, using the CETIP SDT system and the BovespaFix
trading system, subject to clearing and settlement supervision by the CBLC,
and in accordance with the terms and conditions stipulated in the "Private
Contract for the Coordination, Distribution and Public Placement of Simple
Debentures, through the Firm Commitment Underwriting of a Primary Offering
by Telemar Norte Leste S.A.", signed on March 16, 2006, by the Issuer,
Banco do Brasil - Banco de Investimento S.A., Banco Citibank S.A., Banco
Bradesco S.A., Banco Itau BBA S.A, Banco ABN AMRO Real S.A. and Banco
Pactual S.A. (the "Placement Contract"), as described in the Supplement
(defined below)."
5. Exclude items 3.5.2 and 3.5.3, while item 3.5.1 of the Indenture is to read
as follows:
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"The Issuer and the Coordinators both exercised their options, during the
bookbuilding procedure, to increase by 20% (twenty percent) and 15%
(fifteen percent), respectively, the quantity of Debentures initially
offered, raising the total amount of the issue from R$1,600,000,000 (one
billion, six hundred million reais) to R$2,160,000,000 (two billion, one
hundred and sixty million reais)".
6. Alter item 3.6.1, which is to read as follows:
"3.6.1 The Issue is within the limits laid down in the heading and 1st
paragraph of article 60 of the Brazilian Corporation Law, since the capital
stock of the Issuer, at the Issue Date (as determined in item 4.1.1 below)
amounted to R$7,120,864,712.98 (seven billion, one hundred and twenty
million, eight hundred and sixty-four thousand, seven hundred and twelve
reais and ninety-eight centavos) and the total amount of the Issue, at the
Issue Date, was R$2,160,000,000 (two billion, one hundred and sixty million
reais), as shown in the table below:
Total amount of the Issue at the Issue Date R$2,160,000,000
Capital stock of the Issuer as at Dec. 31, 2005 R$7,120,864,712.98
7. Alter item 3.8.1, which is to read as follows:
"3.8.1 The funds obtained by the Issuer from this Placement, including
those obtained through exercising the option described in item 3.5 above,
will be allocated, in accordance with Brazilian Corporation Law, to the
rollover of debt, notably payment for the primary offering of debentures
with Tele Norte Leste Participacoes S.A. ("TNL") and tranche C of the
Contract for the Acquisition of Notes with ABN, as shown in the table
below:
AMOUNT (R$)
SOURCES AT THE ISSUE DATE %
-------- ----------------- ---
Debentures - 1st Series 1,620,000,000 75%
Debentures - 2nd Series 540,000,000 25%
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TOTAL 2,160,000,000 100%
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AMOUNT (R$)
USES AT SEPT. 30, 2004 %
---- ----------------- ----
Primary Offering of TNL Debentures 1,312,000,000 60.7%
Acquisition of Notes - ABN Tranche C 288,000,000 13.3%
Due to BNDES in 2006 560,000,000 26.0%
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TOTAL 2,160,000,000 100%
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8. Alter item 4.1.3, which is to read as follows:
"4.1.3 Quantity of Debentures Issued: A total of 216,000 (two hundred and
sixteen thousand) Debentures will be Issued, 162,000 (one hundred and
sixty-two thousand) Debentures of the 1st Series and 54,000 (fifty-four
thousand) Debentures of the 2nd Series".
9. Alter items 4.2 and 4.2.1.1, which are to read as follows:
"4.2 REMUNERATION
The remuneration of the Debentures was determined by the Issuer following
deliberation at an MSB, and is the reason underlying this First Amendment
to the Indenture, signed on March 16, 2006.
4.2.1 REMUNERATION OF THE DEBENTURES OF THE 1ST SERIES
4.2.1.1 The Nominal Value of the Debentures OF THE 1ST SERIES WILL, in
accordance with item 4.2 above and after deducting amortization, INCUR
remunerative interest equivalent to 103% (one hundred and three percent) of
the average daily rate for the DI (Interbank Overnight Deposits)
Extra-Group index ("DI Rate"), calculated and released daily by the CETIP,
expressed as an annual percentage, using a 252 (two hundred and fifty two)
working day base, and calculated exponentially and cumulatively, on a pro
rata basis according to the number of working days that have elapsed
("Remuneration of the 1st Series")."
10. Alter the text corresponding to the letter "P" in item 4.2.1.4 from "at
most, 105 (one hundred and five)" to "103 (one hundred and three)".
11. Alter item 4.2.2.1, which is to read as follows:
"4.2.2 REMUNERATION OF THE DEBENTURES OF THE 2ND SERIES
4.2.2.1 The Nominal Unit Value of the DEBENTURES OF THE 2ND SERIES will, in
accordance with item 4.2 above, incur interest equivalent to the sum of the
average daily rates for the DI (Interbank Overnight Deposits) Extra-Group
index ("DI Rates"), calculated and released by the CETIP, plus a spread of
0.55% (point five, five percent) per annum, using a 252 (two hundred and
fifty two) working day base, as from the Issue Date, to be paid at the end
of each 2ND SERIES Capitalization Period, according to the formula below
("Remuneration of the 2nd Series" and, together with the Remuneration of
the 1st Series, "Remuneration")."
12. All other terms and conditions of the Indenture that have not been
expressly altered by
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this instrument are hereby ratified and remain in full force.
And, being joined and in agreement, the parties hereby sign 4 (four) identical
copies of the present Amendment, together with the two witnesses present, whose
names appear below.
Rio de Janeiro, March 16, 2006
TELEMAR NORTE LESTE S.A
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Name: Name:
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Position: Position:
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[This page is an integral part of the First Amendment to the Private Indenture
for a Public Primary Offering of Simple, Non-Convertible Debentures, Issued in
Two Series, against the Unsecured Debt of Telemar Norte Leste S.A.]
PLANNER TRUSTEE DTVM LTDA.
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Name: Name:
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Position: Position:
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Witnesses:
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Name: Name:
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RG: RG:
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CPF: CPF:
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