INDENTURE among TELE NORTE LESTE PARTICIPAÇÕES S.A., as Issuer, HSBC Bank USA, as Trustee and New York Paying Agent and J.P. Morgan Trust Bank LTD., as Principal Paying Agent Initially Relating to 8.00% Notes due 2013 Dated as of December 18, 2003Indenture • August 24th, 2004 • Tele Norte Leste Participacoes Sa • Radiotelephone communications • New York
INDENTURE (the “Indenture”) dated as of December 18, 2003 among Tele Norte Leste Participações S.A. (the “Issuer”), a sociedade anônima organized and existing under the laws of the Federative Republic of Brazil (“Brazil”), HSBC Bank USA, a New York banking corporation, as trustee (the “Trustee”) and as New York Paying Agent in New York (the “New York Paying Agent”) and J.P. Morgan Trust Bank LTD., as Principal Paying Agent in Japan (the “Principal Paying Agent”).
REGISTRATlON RIGHTS AGREEMENT Dated December 18, 2003 among TELE NORTE LESTE PARTICIPAÇÕES S.A. as Issuer, and as representative of the Initial PurchasersRegistration Rights Agreement • August 24th, 2004 • Tele Norte Leste Participacoes Sa • Radiotelephone communications • New York
THIS REGISTRATION RIGHTS AGREEMENT (the “Agreement”) dated as of December 18, 2003, among (i) Tele Norte Leste Participações S.A. (the “Issuer”), a sociedade anônima organized under the laws of the Federative Republic of Brazil (“Brazil”) and (ii) J.P. Morgan Securities Inc. as representative on behalf of the Initial Purchasers (as defined below) of U.S.$300,000,000 of the Issuer’s 8.00% Notes due 2013 (the “Notes”). Terms not otherwise defined herein are used as defined in the Indenture (as defined below).
FORM OF EXCHANGE AGENT AGREEMENTForm of Exchange Agent Agreement • August 24th, 2004 • Tele Norte Leste Participacoes Sa • Radiotelephone communications • New York
Tele Norte Leste Participações S.A., a corporation organized and existing under the laws of The Federative Republic of Brazil, (the “Company”), proposes to make an offer (the “Exchange Offer”) to exchange up to $300,000,000 aggregate principal amount of its Series B 8.0% Notes due 2013 (the “New Notes”), for a like principal amount of its Series A 8.0% Notes due 2013 issued under an indenture dated December 18, 2003 (the “Old Notes”). The terms and conditions of the Exchange Offer as currently contemplated are set forth in a prospectus (the “Prospectus” included in the registration statement of the Company on Form F-4 (File No. 333- ), (the “Registration Statement”)) filed with the Securities and Exchange Commission (the “SEC”), and proposed to be distributed to all record holders of the Old Notes who acquired such Old Notes pursuant to an exemption from the registration requirements under the Securities Act of 1933, as amended (the “Securities Act”). The Old Notes and the New Notes ar
