Embartel Participacoes Sa Sample Contracts

Embratel Participacoes Sa – SHAREHOLDERS’ AGREEMENT OF GB EMPREENDIMENTOS E PARTICIPAÇÕES S.A. (July 14th, 2006)

WHEREAS GLOBO and LATAM (the “GB Shareholders”) are holders, on this date, of all the common shares and preferred shares (the “GB Shares”) issued by GB, as described in the following table:

Embratel Participacoes Sa – RIGHTS AGENCY AGREEMENT (December 23rd, 2004)

EXHIBIT 4.3 RIGHTS AGENCY AGREEMENT RIGHTS AGENCY AGREEMENT (this "Agreement"), dated as of , 2005, between EMBRATEL PARTICIPACOES S.A. (the "Company"), a Brazilian corporation, and THE BANK OF NEW YORK, a New York banking corporation (the "Rights Agent"). WHEREAS, the Company will grant to existing holders of American Depositary Shares ("ADSs") issued under the Amended and Restated Deposit Agreement dated as of June 16, 2003 (the "Deposit Agreement"), among the Company, The Bank of New York, as Depositary (the "Depositary") and all owners and beneficial owners from time to time of American Depositary Receipts ("ADRs") issued thereunder that are registered on the books of the Depositary (the "ADS Holders") as of , 2005 (the "Record Date"), the right to purchase new ADSs at an estimated ADS subscription price of U.S.$ per ADS, payable only in U.S. dollar

Embratel Participacoes Sa – MANAGEMENT AGREEMENT (June 27th, 2003)

MANAGEMENT AGREEMENT dated as of August 4, 1998, by and between Empresa Brasileira de Telecomunicações S.A. - EMBRATEL, a sociedade anonima established and existing under the laws of Brazil, registered with the C.G.C./M.F. under number 33.530.486/0001-29, with offices at Av. Presidente Vargas, 1012, CEP 20179-900, Rio de Janeiro, RJ, Brazil (“EMBRATEL”) and MCI Global Resources, Inc., a Delaware corporation, with offices at 2 International Drive, Rye Brook, NY 10573, USA (“MCI”).

Embratel Participacoes Sa – MANAGEMENT AGREEMENT (March 16th, 1999)

EXHIBIT 10.5 MANAGEMENT AGREEMENT MANAGEMENT AGREEMENT dated as of August 4, 1998, by and between Empresa Brasileira de Telecomunicacoes S.A. - EMBRATEL, a sociedade anonima established and existing under the laws of Brazil, registered with the C.G.C./M.F. under number 33.530.486/0001-29, with offices at Av. Presidente Vargas, 1012, CEP 20179-900, Rio de Janeiro, RJ, Brazil ("EMBRATEL') and MCI Global Resources, Inc., a Delaware corporation, with offices at 2 International Drive, Rye Brook, NY 10573, USA ("MCI"). WITNESSETH: WHEREAS, Startel Participacoes Ltda., a limited liability company organized under the laws of Brazil ("Purchaser"), and the Union, a/k/a the Government of Brazil, have entered into a Share Purchase Agreement dated August 4, 1998 (the "Share Purchase Agreement"), pursuant to which Purchaser initially acquired 51.79% of

Embartel Participacoes Sa – STANDARD CONCESSION AGREEMENT (September 21st, 1998)

EXHIBIT 10.2 STANDARD CONCESSION AGREEMENT FOR DOMESTIC LONG-DISTANCE SWITCHED, FIXED-LINE TELEPHONE SERVICE (EMBRATEL) The National Telecommunications Agency ANATEL (Agencia Nacional de Telecomunicacoes), hereinafter referred to as ANATEL, a Brazilian federal agency, responsible for granting concessions as provided in Federal Law No. 9,472 of July 16, 1997, the General Telecommunications Law GTL, represented herein by its President, Renato Navarro Guerreiro, [identification], and its Counsellor **** [identification], acting in accordance with Resolution No. **** of its Board of Directors, on the one hand, and [name and identification of the concessionaire], represented by its authorized representative, hereinafter referred to as the Concessionaire, hereby enter into this Concession Agreement as pr

Embartel Participacoes Sa – CONCESSION AGREEMENT (September 21st, 1998)

EXHIBIT 10.4 STANDARD CONCESSION AGREEMENT FOR INTERNATIONAL LONG-DISTANCE SWITCHED, FIXED-LINE TELEPHONE SERVICE (EMBRATEL) The National Telecommunications Agency - ANATEL (Agencia Nacional de Telecomunicacoes), hereinafter referred to as ANATEL, a Brazilian federal agency, responsible for granting concessions as provided in Federal Law No. 9,472 of July 16, 1997, the General Telecommunications Law GTL, represented herein by its President, Renato Navarro Guerreiro, [identification], and its Counsellor **** [identification], acting in accordance with Resolution No. **** of its Board of Directors, on the one hand, and [name and identification of the concessionaire], represented by its authorized representative, hereinafter referred to as the Concessionaire, hereby