Embratel Participacoes Sa Sample Contracts

WITNESSETH:
Management Agreement • March 16th, 1999 • Embratel Participacoes Sa • Telephone communications (no radiotelephone)
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AMENDED AND RESTATED DEPOSIT AGREEMENT
Deposit Agreement • June 6th, 2003 • Embratel Participacoes Sa • Telephone communications (no radiotelephone) • New York

AMENDED AND RESTATED DEPOSIT AGREEMENT, dated as of July 27, 1998,_____________, 2003, among EMBRATEL PARTICIPAÇÕES S.A., a sociedade anônima de economia mista (a limited liability company) organized under the laws of the Federative Republic of Brazil (herein called the Company), THE BANK OF NEW YORK, a New York banking corporation (herein called the Depositary), and all Owners and Beneficial Owners from time to time of American Depositary Receipts issued hereunder.

AND
Deposit Agreement • September 21st, 1998 • Embartel Participacoes Sa • New York
MANAGEMENT AGREEMENT
Management Agreement • June 27th, 2003 • Embratel Participacoes Sa • Telephone communications (no radiotelephone) • New York

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”).

SHAREHOLDERS’ AGREEMENT OF GB EMPREENDIMENTOS E PARTICIPAÇÕES S.A.
Shareholders’ Agreement • July 14th, 2006 • Embratel Participacoes Sa • Telephone communications (no radiotelephone)

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:

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