(Adds details of agreement with bondholders)
SAO PAULO, Jan 27 (Reuters) - Bondholders of Oi SA , Brazil's most indebted phone carrier, approved the sale of its Portuguese operation to Altice SA as long as the cash is used to pay down debt or consolidate the telecommunications industry.
The agreement clears the way for Oi to explore a possible merger with or joint takeover of rival wireless carrier TIM Participações SA, whose executives are meeting with officials in Brazil this week, two sources have told Reuters.
Oi said in a late Monday securities filing that its bondholders also demanded that the company forego a dividend this year and next and that it limit gross debt in relation to its operating profit.
Bondholders pushed for Oi to keep gross debt below 4.5 times its earnings before interest, taxes, depreciation and amortization. However, Oi said that due to the deal with Altice, it would need a higher gross debt limit of six times EBITDA this year.
Oi agreed to convene a Feb. 12 bondholder meeting to give final approval to elements of the agreement that were not on the agenda for Monday's meeting. (Reporting by Marcela Ayres and Asher Levine; Writing and additional reporting by Brad Haynes)