1
EXHIBIT 4(e)
"ENGLISH TRANSLATION"
FINANCING CONTRACT THROUGH OPENING OF CREDIT LINE NO. 00.2.491.3.1 BETWEEN BANCO
NACIONAL DE DESENVOLVIMENTO ECONOMICO E SOCIAL - BNDES AND TELEMIG CELULAR S.A.,
WITH INTERVENIENCE OF THIRD PARTIES, AS FOLLOWS:
Banco Nacional de Desenvolvimento Economico e Social - BNDES, hereby referred to
just as BNDES, a federal public company with head office in Brasilia, Distrito
Federal, and with services in this city at Xxxxxxx Xxxxxxxxx xx Xxxxx xx. 000,
registered with CNPJ under no. 33.657.248/0001-89 hereby representeD by the
undersigned representatives;
and
TELEMIG CELULAR S.A., hereafter referred to as BENEFICIARY, a joint stock
company with head office in Belo Horizonte, State of Minas Gerais, at Xxx
Xxxxxxx Xxxxx, 000 - 9(0) andar, Funcionarios, registered with CNPJ under no.
02.320.739/0001-06, hereby represented by the undersigned representatives; and
in the capacity of INTERVENIENTS:
(I) TELEMIG CELULAR PARTICIPACOES S.A., stock company, with head
office in Brasilia, Distrito Federal, at XXX Xxxxxx 00 Xxxxx
X, Xxxxx Xxxx, Xxx Xxxxx, registered with CNPJ under no.
02.558.118/0001-65;
(II) TELPART PARTICIPACOES S.A., stock company, with head office in
Rio de Janeiro, State of Rio de Janeiro, at Xxxxxxx Xxxxxxxxxx
Xxxxxx, 000 - 00(0) xxxxx, Xxxxxx, registered with CNPJ under
no. 02.591.814/0001-73, hereby represented by the undersigned
representatives;
hereby agree according to the following provisions:
ARTICLE ONE
CONTRACT NATURE, VALUE AND PURPOSE
BNDES opens through this contract a credit line in favor of the BENEFICIARY
divided in 3 (three) sub-credits in the following amounts:
(I) Sub-credit "A": in the amount of R$ 45,357,300.00 (forty five
million three hundred fifty seven thousand three hundred
Reais) to be provided from BNDES' ordinary resources, which
consist, among other sources, of funds from the Fundo de
Amparo ao Trabalhador - FAT (Worker's Support Fund), funds
from the FAT - Special Deposits and from the PIS/PASEP
Participation Fund, allocated in accordance with the
legislation applicable to each individual source and in
compliance with the provisions of Article Three, SOLE
PARAGRAPH;
(II) Sub-credit "B": in the amount of R$ 18,256,500.00 (eighteen
million two hundred fifty six thousand five hundred Reais) to
be provided from BNDES' ordinary resources, which consist,
among other sources, of funds from the Fundo de Amparo ao
Trabalhador - FAT (Worker Support Fund), funds from the FAT -
Special Deposits and from the PIS/PASEP Participation Fund,
allocated in accordance with the legislation applicable to
each individual source and in compliance with the provisions
of Article Three, SOLE PARAGRAPH;
(III) Sub-credit "C": in the amount of R$ 14,462,100.00 (fourteen
million four hundred sixty two thousand one hundred Reais),
base date of August 15, 2000, to be provided from foreign
currency funds borrowed by BNDES and assigned according to
Resolution no. 635/87 of January 13, 1987 issued by BNDES'
Board of Directors, subject to the provisions of Article Two
concerning the value updating of this Sub-credit.
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SOLE PARAGRAPH
This credit line is intended for the expansion and modernization of the
Band "A" mobile cellular telephone system in the State of Minas Gerais,
as well as for the repayment of the bridging loan granted through
Contracts no. 28/99-IC and unnumbered between the Beneficiary and BANCO
ITAU S.A. on 21.09.99, and between the Beneficiary and BANCO ALFA DE
INVESTIMENTOS S.A. on 23.09.99, respectively, in the amount of R$
22,552,000.00 (twenty two million five hundred fifty two thousand
Reais) each.
ARTICLE TWO
VALUE UPDATING OF SUB-CREDIT "C"
The portion of Sub-credit "C" not drawn will be updated as of the base date of
August 15, 2000 set forth under Article One, item III, up to the drawing date in
accordance with the weighed average of the exchange variations applicable to the
funds borrowed by BNDES in foreign currency without connection to loans under
specific conditions, subject to the provisions of Article Eight below.
ARTICLE THREE
CREDIT AVAILABILITY
The credit will be made available to the BENEFICIARY in parcels upon the
compliance with the utilization-suspending conditions referred to under Article
Eighteen, as a function of the requirements for the implementation of the
financed project, subject to BNDES's financing schedule, which depends on the
resource allocation defined by the National Monetary Council.
SOLE PARAGRAPH
The value of each parcel of Sub-credits "A" and "B" to be made
available to the BENEFICIARY shall be calculated in accordance with the
criterion set forth in the law that created the Long Term Interest Rate
(Taxa de Juros de Longo Prazo - TJLP) for determining the debt balances
of financing contracted by BNDES System until November 30, 1994.
ARTICLE FOUR
INTERESTS DUE ON SUB-CREDITS "A" AND "B"
The principal of the BENEFICIARY's debt resulting from Sub-credits "A" and "B"
is subject to interests at the rate of 3.8% (three point eight percent) per
annum (for the sake of spread) over the Long Term Interest Rate - TJLP published
by Banco Central do Brasil (Brazilian Central Bank), calculated as follows:
(I) When TJLP is higher than 6% (six percent) per annum:
a) The amount corresponding to the TJLP portion above 6%
(six percent) per annum shall be capitalized on the 15th (fifteenth)
day of each month during the effectiveness of this Contract and on its
expiry or settlement, subject to the provisions of Article Twenty Four,
and calculated according to the following capitalization term, taking
into consideration all the financial events occurred in the period:
TC = [(1 + TJLP)/1.06](n-360) - 1 (capitalization term equals to, open
brackets, ratio of TJLP plus the unit to one and six hundredth, close
brackets, raised to the power corresponding to the ratio of "n" to
three hundred sixty, and deducting one unit from such a result), where:
TC - capitalization term;
TJLP - Long Term Interest Rate published by Brazilian Central Bank; and
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n - number of days between the financial event date and the date of
capitalization, maturity or settlement of the obligation, being
considered a financial event any and all facts of financial nature from
which the debt balance under this Contract is or may be changed.
b) The percentage of 3.8% (three point eight percent)
per annum above the TJLP (spread) mentioned in the caption of this
Article plus the non-capitalized portion of the TJLP of 6% (six
percent) per annum shall be calculated on the debit balance on the
interest maturity dates mentioned in Paragraph Two or on the date of
expiry or settlement of this Contract, subject to the provision of item
"a" and considering, for the purpose of calculating the daily interest,
the number of days between the date of each financial event and the
above-mentioned maturity dates.
(II) When TJLP is equal to or lower than 6% (six percent) per annum:
The percentage of 3.8% (three point eight percent) per annum above the
TJLP (spread) mentioned in the caption of this Article plus the TJLP
shall be calculated on the debit balance on the interest maturity dates
mentioned in Paragraph Two or on the date of expiry or settlement of
this Contract, being considered, for the purpose of calculating the
daily interest, the number of days between the date of each financial
event and the above-mentioned maturity dates.
PARAGRAPH ONE
The amount referred to in item I, sub-item "a", to be capitalized and
incorporated into the principal of the debt shall be payable in
accordance with Article Ten, items I and II.
PARAGRAPH TWO
The amount calculated in accordance with item I, sub-item "b", of item
II shall be payable on a quarterly basis on the 15th (fifteenth) day of
February, May, August and November of each year in the period from
November 15, 2000 through August 15, 2001 in the case of Sub-credit "A"
and in the period November 15, 2000 through August 15, 2002 in the case
of Sub-credit "B", and on monthly basis as of September 15, 2001,
inclusive, in the case of Sub-credit "A" and as of September 15, 2002
in the case of Sub-credit "B", together with the parcels relative to
the principal amortization, and on the expiry or settlement of this
Contract, subject to the provisions of Article Twenty Four.
PARAGRAPH THREE
In case of utilization of funds from the PIS/PASEP Participation Fund
contemplated in Supplementary Law no. 26 of September 11, 1975, the
remuneration fees due are considered to be included in the interest
rate set forth in this Article, according the legislation applicable to
the above-mentioned Fund.
ARTICLE FIVE
INTERESTS DUE ON SUB-CREDITS "C"
The principal of the BENEFICIARY's debt resulting from Sub-credits "C" is
subject to interest at the rate of 3.8% (three point eight percent) per annum
(for the sake of spread) over the variable rate readjusted on a quarterly basis
on the 16th (sixteenth) day of January, April, July and October on the basis of
the weighed average cost of all fees and expenses incurred by BNDES in borrowing
foreign currency funds without connection with loans under specific conditions
in the civil quarter immediately prior to the month of readjustment of the
above-mentioned interest rate, calculated on the debt balance updated as
provided for under Article Eight.
PARAGRAPH ONE
The interest shall be calculated on a daily basis by the proportional
system and it is payable on the 15th (fifteenth) day of January, April,
July and October of each year in the period from November 15, 2000
through October 15, 2002, and on monthly basis as of November 15, 2002,
inclusive, together with the
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parcels relative to the principal amortization, and on the expiry or
settlement of this Contract, subject to the provisions of Article
Twenty Four.
PARAGRAPH TWO
The interest rate referred to under the caption of this Article will be
published by BNDES in the Gazette (Diario Oficial da Uniao) (Section 3)
on the 25th (twenty-fifth) day of January, April, July and October of
each year or in the first edition subsequent to that day in case the
above-mentioned official Gazette is not published on that date.
ARTICLE SIX
INCOME TAX ON CHARGES AND COMMISSIONS REMITTANCE TO FOREIGN CREDITORS
As far the Sub-credit "C" is concerned, besides the principal, the interest and
other charges agreed upon, the BENEFICIARY commits to pay to BNDES, for the sake
of Income Tax reimbursement, a percentage over the interests referred to in
Article Five, corresponding to the weighed average Income Tax rate due on
charges remitted by BNDES to foreign creditors, without connection to loans
under specific conditions, in the civil quarter prior to the month of
readjustment of such percentage, to be calculated, published in the Official
Daily Government Gazette, being such reimbursement payable at the same time as
the interests referred to under Article Five.
SOLE PARAGRAPH
The Income Tax weighed average rate referred to in the caption of this
Article will be published by BNDES in the Official Daily Government
Gazette (Diario Oficial da Uniao) (Section 3) on the 25th
(twenty-fifth) day of January, April, July and October of each year or
in the first edition subsequent to that day in case the above-mentioned
official Gazette is not published on that date.
ARTICLE SEVEN
CREDIT RESERVE COMMISSION
The BENEFICIARY shall pay to BNDES a credit reserve commission of 0.1% (one
tenth percent) due every 30-day (thirty) period or fraction thereof, calculated
on:
(I) the balance not drawn of each credit parcel, as of the day
subsequent to the credit parcel availability up to the drawing
date, when its payment will be due; and
(II) on the credit not drawn as of the day subsequent to its
availability up to the cancellation date upon request by the
BENEFICIARY or by initiative of BNDES, which payment will be
due on the request date or on the date of BNDES decision, as
the case may be.
SOLE PARAGRAPH
The incidence of the commission referred to under the above-mentioned
items I and II will occur in case of establishment of a fund
availability scheme.
ARTICLE EIGHT
DEBT VALUE UPDATING UNDER SUB-CREDIT "C"
The BENEFICIARY's debt balance in connection with Sub-credit "C", including the
principal, compensation interests and arrears interests, Income Tax
reimbursement, other expenses, commissions and other charges agreed upon, shall
be updated on a daily basis by the weighed average of the exchange variations
applicable to foreign funds borrowed by BNDES without connection with loans
under specific conditions, as follows:
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(I) daily determination of its liabilities payable in foreign
currency without connection with loans under specific
conditions for the purpose of calculating the weighed averages
to be applied to the exchange variations;
(II) daily determination of the weighed average of exchange
variations based on the liabilities position determined as
provided for under item I, taking into account the closing
sales rates of foreign currencies disclosed by the Brazilian
Central Bank in the previous day.
PARAGRAPH ONE
For the purposes of item II, in case there is no official exchange rate
in a given day, it will be considered the exchange rate of the previous
day.
PARAGRAPH TWO
The weighed average of exchange rates referred to in this Article will
be published by BNDES in the Official Daily Government Gazette (Diario
Oficial da Uniao) (Section 3) on the 10th (tenth) and 25th
(twenty-fifth) day of each month or in the first edition subsequent to
those days in case the above-mentioned official Gazette is not
published on those dates.
ARTICLE NINE
ON THE DEBT COLLECTION AND PROCESSING
The collection of the principal and charges of Sub-credits "A", "B" and "C"
shall be made through Collection Advice issued by BNDES in advance, so that the
BENEFICIARY pays those obligations on the respective maturity dates.
PARAGRAPH ONE
Considering that the debt resulting from Sub-credit "C" is subject to
daily updating as provided for in Article Eight, the Collection Advice
referred to herein shall be issued by BNDES showing a reference value
in BNDES's Monetary Unit - UMBND, which quotation shall be obtained in
BNDES' Financial Management Department of the International Financing
Area - DEFIN/AF, being the value for payment in Brazilian currency
calculated on the basis of the quotation valid for the actual payment
date.
PARAGRAPH TWO
The non-receipt of the Collection Advice shall not exempt the
BENEFICIARY from its obligation to pay the principal and the charges on
the dates established in this Contract.
PARAGRAPH THREE
BNDES shall make available to the BENEFICIARY the information, data and
calculations utilized for determining the values due.
ARTICLE TEN
AMORTIZATION
The principal of the debt resulting from each Sub-credit contemplated in this
Contract shall be paid to BNDES as follows:
(I) SUB-CREDIT "A": in 51 (fifty one) successive monthly
installments, each one in the amount of the due principal of
the debt under this Sub-credit divided by the number of
amortization installments still not due, being the first
installment due on September 15 (fifteen), 2001 and the last
one on November 15 (fifteen) 2005, subject to the provisions
of Article Twenty Four.
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(II) SUB-CREDIT "B": in 39 (thirty nine) successive monthly
installments, each one in the amount of the due principal of
the debt under this Sub-credit divided by the number of
amortization installments still not due, being the first
installment due on September 15 (fifteen), 2002 and the last
one on November 15 (fifteen) 2005, subject to the provisions
of Article Twenty Four;
(III) SUB-CREDIT "C": in 39 (thirty nine) successive monthly
installments, each one in the amount of the due principal of
the debt under this Sub-credit, updated in accordance with
Article Eight, divided by the number of amortization
installments still not due, being the first installment due on
November 15 (fifteen), 2002 and the last one on January 15
(fifteen) 2006, subject to the provisions of Article Twenty
Four
SOLE PARAGRAPH
The BENEFICIARY commits to settle on January 15 (fifteen), 2006, upon
the payment of the last amortization installment, all the obligations
under this Contract.
ARTICLE ELEVEN
GUARANTEE - RESERVE OF PAYMENT MEANS
In order to assure the payment of any obligation arising out of this Contract,
such as the principal of the debt, interests, commissions, conventional penalty
and fines, the BENEFICIARY irrevocably gives as guarantee in favor of BNDES
parcels of its revenue from cellular telephone services to be deposited with a
centralizing bank (Trustee) chosen in common agreement between the parties, so
as to guarantee the fulfillment of the financial obligations arising out of the
Contract as set forth in the "Contract for Collection, Deposit, with
Intervention and other Agreements", according to the draft included in the Annex
I hereof, which becomes an integral, inseverable part of this Contract, or other
funds that, having the same purpose, replace them in the amount corresponding to
the installments related to the principal and accessories due in each period
from this date up to the final settlement of all the obligations arising out of
this Contract.
PARAGRAPH ONE
If case the blocked funds as provided for in the caption of this
Article are insufficient, the BENEFICIARY shall allocate, upon previous
approval by BNDES, additional funds to assure to the full payment of
the financial obligations arising out of this Contract.
ARTICLE TWELVE
CHANGE IN THE LEGAL CRITERION FOR REMUNERATING THE RESOURCES FROM PIS/PASEP FUND
AND FAT
In the hypothesis the legal criterion for remunerating the resources allocated
to BNDES from the PIS/PASEP Participation Fund and Work Support Fund - FAT is
changed, the remuneration set forth in Article Four may be, at BNDES'
discretion, calculated according to the new remuneration criterion applicable to
such resources or such other criterion indicated by BNDES that, besides
preserving the actual value of the transaction, remunerates it at the same
previous level. In such a case, BNDES will advise the BENEFICIARY, in writing,
about the change.
ARTICLE THIRTEEN
BENEFICIARY'S SPECIAL OBLIGATIONS
The BENEFICIARY commits itself:
(I) to comply, as applicable, until the final settlement of the
debt arising out of this Contract, with the "PROVISIONS
APPLICABLE TO BNDES' CONTRACTS" as approved by Resolution no.
665 of December 10, 1987 and partially amended by Resolution
no. 775 of December 16, 1991, Resolution 863 of March 11,
1996, Resolution no. 878 of September 4, 1996, Resolution no.
894 of March 6, 1997 and Resolution 927 of April 1, 1998 all
issued by BNDES's Board of Directors
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and published in the Official Daily Government Gazette
(Section I) of December 29, 1987, December 27, 1991, April 8,
1996, September 24, 1996, March 19, 1997, and April 15, 1998,
respectively, a copy of which is hereby handed over to the
BENEFICIARY, who upon being aware of their entire content
declares accepting them as an inseverable, integral part of
this Contract for all the legal purposes and effects;
(II) to draw the total of Sub-credit "A" until December 31, 2000
and those of Sub-credits "B" and "C" until December 31, 2001,
without prejudice of BNDES's right to extend such deadlines,
either prior to or after their expiry, under the guarantees
hereby provided, by means of express authorization by letter,
irrespective of any other formality or record;
(III) to provide training focused on job opportunities existing in
the region and/or reemployment program to employ the workers
in other companies if, as a function of the project referred
to in Article One, the BENEFICIARY reduces its personnel
during the validity of this Contract; for that purpose the
BENEFICIARY must submit to BNDES' appreciation a document
specifying and evidencing the conclusion of negotiations with
the dismissed workers' competent representation(s);
(IV) to adopt during the validity of this Contract measures and
actions intended to avoid or correct damages to the
environment, safety and work medicine that could be caused by
the project referred to in Clause One;
(V) to comply with its obligation before the environmental
agencies during the validity of this Contract;
(VI) to address a correspondence to the Granting Power, with copy
to BNDES, requesting the inclusion of its debt with BNDES in
the procedures relative to eventual indemnity calculation and
that BNDES should be informed about any fact that could impair
the purpose of the present transaction; a copy of this
Contract must be attached to such correspondence;
(VII) authorize the direct payment by the Granting Power to BNDES of
indemnity due to the BENEFICIARY as provided for in the
Concession Contract no. 010/97 - DOTC/SFO/MC signed between
the BENEFICIARY and ANATEL in such an amount so as to cover
the BENEFICIARY's debt under this transaction;
(VIII) to pay directly to BNDES the financial obligations for the
full settlement of the debt arising out of this transaction,
in case such indemnity is not due;
(IX) to pay to BNDES for the sake of Performance Premium an amount
corresponding to 0.5% (half percent) on the debt balance under
this Contract calculated on the closing date of the Yearly
Balance Sheet, to be paid in case the Item "Net Sales" (Net
Operating Revenue) is equal to or higher than 110% (one
hundred ten percent) of the Project's planned outcome
according to the Projected Cash Flow in real terms (IGP-M)
included as Annex II to this Contract, subject to the
following:
(a) the Performance Premium will be paid in the year
subsequent to its determination in four equal
installments, together with the payment of the debt
principal;
(b) the Yearly Balance Sheet adopted as a basis for
calculating the Performance Premium must be audited
by independent auditors registered with Comissao de
Valores Mobiliarios - CVM (Securities and Exchange
Commission);
(c) the Performance Premium shall be apportioned between
BNDES and the FINANCIAL AGENTS in the proportion of
their individual participation in the transaction
covered by
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the Financing Contract Through Assignment of Loan
Contracted with Banco Nacional de Desenvolvimento
Economico e Social BNDES FINEM TJLP/CM no.
54/2000-IC.
(X) not to assign to nor commit with another creditor, without the
previous agreement by BNDES, the revenues assigned as provided
for in the "Contract for Collection, Deposit, with
Intervention and other Agreements", which draft shall be
furnished by BNDES;
(XI) to issue securities at BNDES's discretion at any time during
the validity of this Contract, being such securities fully
subscribed by BNDES with the partial or full utilization of
the debt balance on the issuance date, subject to terms and
average interest rate equivalent to those of the originally
contracted transaction, as well as to agree with the
subsequent public placement of such securities on the market,
committing to perform all the acts required for such
placement;
(XII) to keep, during the validity of this Contract and until its
final settlement, the following minimum financial indexes: of
capitalization, current liquidity, EBITDA margin and debt
coverage as calculated on the annual balance sheet or trial
balance audited by independent auditors registered with the
Securities and Exchange Commission;
(a) capitalization index (PL/AT): stockholder's equity
divided by total assets, equal to or higher than 35%
(thirty five percent);
(b) current liquidity index (AC/PC): current assets
divided by current liabilities, equal to or higher
than 1.10 in year 2000, equal to or higher than 0.80
in year 2001, and equal to or higher than 1.10 in
year 2002 and after, until the final settlement of
all obligations arising out of the present
transaction;
(c) EBITDA margin: (EBITDA/ROL): operating earnings
before interest, taxes, depreciation and amortization
divided by the net operating revenues, equal to or
higher than 35% (thirty five percent);
(d) Debt coverage index (EBITDA/PC): operating earnings
before interest, taxes, depreciation and amortization
divided by the current liabilities, equal to or
higher than 1.00 in year 2000, and equal to or higher
than 1.30 in year 2001 until the final settlement of
all obligations arising out of the present
transaction;
Where:
PL = stockholder's equity, AC = current assets, PC = current
liabilities (including financing for periods equal to or lower
than 12 months);
EBITDA = operating earnings before interest, taxes,
depreciation and amortization, ROL = net operating revenues,
AT = total assets
(XIII) to comply with the Brazilian legislation applicable to foreign
personnel and consultancy contracting;
(XIV) to respect the minimum nationalization indexes in the project
referred to in Article One, SOLE PARAGRAPH, as required in
BNDES's Telecommunication Investment Support Program
(consubstantiated through excerpt of Minutes of Meeting of
BNDES' Board of Director no. 08/99 of 29.03.99) for the
acquisition of equipment, and installation and erection
services relative to the implantation project of cellular
mobile telephone service (Band A) in the Beneficiary's
concession area as described under Article One, SOLE
PARAGRAPH, to be approved from time to time by FINAME;
(XV) not to provide privileged guarantees to other creditors
without the agreement by BNDES;
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(XVI) to accept the inclusion in the "Contract for Collection,
Deposit, with Intervention and other Agreements", which draft
is in Annex I hereto, of a mechanism of guarantee account
under withholding of 140% of the value corresponding to the
next installment falling due in the period if the company's
"Net Sales" is lower than 70% of that foreseen in the cash
flow agreed upon , in real terms (IGP-M), included in Annex II
hereto, until such Net Sales becomes equal to or higher than
the foreseen value;
(XVII) to timely pay all its obligations with ANATEL during the
validity of this Contract.
ARTICLE FOURTEEN
PAYMENT OF THE BRIDGING LOAN
The BENEFICIARY hereby irrevocably grants BNDES the power to use the funds from
the present transaction to pay, in whole or in part, the debt balance of
Contracts no. 28/99-IC and unnumbered signed between the Beneficiary and BANCO
ITAU S.A. on 21.09.99 and between the Beneficiary and BANCO ALFA DE
INVESTIMENTOS S.A. on 23.09.99, respectively, in the amount of R$ 22,552,000.00
(twenty two million five hundred fifty two thousand Reais) each.
ARTICLE FIFTEEN
REPRICING
The BENEFICIARY hereby agrees that the present contract will be repriced at the
end of the 47th month from the date hereof, being the spread increased from 3.8%
to 5.8%, having the BENEFICIARY the option to anticipate the contract settlement
at that time.
ARTICLE SIXTEEN
OBLIGATIONS OF THE INTERVENIENTS
The Intervenients TELEMIG CELULAR PARTICIPACOES S.A. and TELPART PARTICIPACOES
S.A., duly qualified in the caption of this Contract, commit:
(I) TELEMIG CELULAR PARTICIPACOES S.A.: to allocate the funds
required for the implementation of the financial support
project necessary to the project contemplated in Article One,
SOLE PARAGRAPH, of the present Contract and to keep them
during the validity of this Contract.
(II) TELPART PARTICIPACOES S.A.:
(a) to take all the necessary steps to assure the
compliance with the purpose contemplated in Article
One, SOLE PARAGRAPH, of the present Contract;
(b) to implement all the required acts to assure the
execution of the investment plan as submitted to
BNDES;
(c) to immediately advise BNDES about any fact or act
that could hinder the compliance with the purpose
referred to in Article One, SOLE PARAGRAPH, of the
present Contract, particularly as far as the agreed
guarantees are concerned;
(d) to previously advise BNDES about any change that
could take place in the ownership of the BENEFICIARY
and the INTERVENIENT providing personal guarantee;
(e) to exert its direct or indirect controlling power
over the BENEFICIARY so as to comply with the
concession contract no. 010/97 - DOTC/SFO/MC signed
between the BENEFICIARY and ANATEL;
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(f) to fulfill its duties and responsibilities in
relation to the controlled company TELEMIG
PARTICIPACOES S.A. and to cause the latter to fulfill
its duties and responsibilities before the
BENEFICIARY in accordance with articles 115, 116 and
117 of Law no. 6404 of 15.12.76.
ARTICLE SEVENTEEN
RECIPROCAL PROXY
The BENEFICIARY, the guarantor and the intervenient TELPART PARTICIPACOES S.A.
hereby irrevocably constitute themselves their mutual, reciprocal proxies until
the final, settlement of the debt arising out of this Contract, with powers to
receive service of process, notices and legal notices, "ad judicia" powers for
the general jurisdiction, which may be assigned to a counsel, all related to any
judicial or extra-judicial proceedings filed against them by BNDES in connection
with this Contract, and power to take all the necessary measures for the full
and faithful performance of such power of attorney.
ARTICLE EIGHTEEN
CONDITIONS FOR CREDIT DRAWING
Besides the compliance with the provisions of articles 5 and 6 of the
above-mentioned "PROVISIONS APPLICABLE TO BNDES' CONTRACTS" and the "FOLLOW UP
REGULATIONS AND INSTRUCTIONS" referred to in article 2 of said "PROVISIONS", the
drawing against this credit is subject to the fulfillment of the following
conditions:
(I) For drawing the first credit installment:
(a) opening of a current account by the BENEFICIARY with
BNDES;
(b) receipt of the correspondence referred to in Article
Thirteen, item VI;
(c) presentation of the "Contract for Collection,
Deposit, with Intervention and other Agreements" duly
signed and registered, according to the draft
included in Annex I hereto;
(d) submission of evidence of hiring an audit
firm/specialized consultancy to attest the
accomplishment of the financial indexes referred to
in Article Thirteen, item XII
(II) For drawing each credit installment:
(a) non-existence of economic-financial fact that, at
BNDES' discretion, may impair the execution of the
project hereby financed by changing it or hindering
its implementation as contemplated in the project
approved by BNDES;
(b) submission by the BENEFICIARY of Social Security
Contributions Clearance (Certidao Negativa de Debito
- CND) issued by Instituto Nacional do Seguro Social
- INSS (Social Security Institute) obtained by the
BENEFICIARY through the INTERNET and checked by BNDES
in the site xxx.xxxx.xxx.xx;
(c) submission of declaration that the BENEFICIARY
fulfils the Brazilian legislation applicable to
foreign labor and consultancy contracting;
ARTICLE NINETEEN
GUARANTEE
TELEMIG CELULAR PARTICIPACOES S.A., duly qualified in the caption hereto,
accepts the present Contract in its capacity of guarantor and main payer, and
hereby expressly waives the benefits of articles 1.491, 1.499 and 1.503
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11
of the Civil Code, and 261 and 262 of the Commercial Code, being jointly liable,
up to the final settlement of this Contract, for the full and faithful
fulfillment of the BENEFICIARY'S obligations hereunder.
ARTICLE TWENTY
DEFAULT
In case of default of the obligations hereunder by the BENEFICIARY and
Intervenients it shall apply the provisions of articles 40 through 47 of the
"PROVISIONS APPLICABLE TO BNDES' CONTRACTS" referred to in Article Thirteen,
item I.
ARTICLE TWENTY-ONE
LEGAL PROCEEDING PENALTY
In case of judicial collection of the debt arising out of this Contract, the
BENEFICIARY shall pay a penalty of 10% (ten percent) on the debt principal and
charges, besides the judicial and extra-judicial expenses, and attorney's fees,
due as of the first order given by the competent authority in the collection
pleading.
ARTICLE TWENTY-TWO
ANTICIPATED DEBT SETTLEMENT
In case of anticipated debt settlement the guarantees will be released, being
applicable to the remaining obligations what provided for in Article 18,
paragraph two, of the "PROVISIONS APPLICABLE TO BNDES' CONTRACTS" referred to in
Article Thirteen, item I.
ARTICLE TWENTY-THREE
ACCELERATION
BNDES may declare the anticipated expiry of this Contract being the debt payable
and any disbursement immediately suspended if, besides the hypotheses
contemplated in articles 39 and 40 of the "PROVISIONS APPLICABLE TO BNDES'
CONTRACTS" referred to in Article Thirteen, item I, the following facts are
evidenced by BNDES:
(a) inclusion in the articles of association, by-laws or
certificate of incorporation of the BENEFICIARY or
the controlling companies of a provision according to
which special quorum would be required for deciding
or approving matters that impose limitations or
hindrances to the control of any of these companies
by the respective controllers, or the inclusion in
those documents of a provision that imply in:
(i) restrictions to the BENEFICIARY's growth
capacity or to its technological
development;
(ii) restrictions to the BENEFICIARY's access to
new markets; or
(iii) restrictions to or loss of capacity of
paying the financial obligations arising out
of this transaction.
(b) personnel reduction by the BENEFICIARY without
complying with the provisions of Article Thirteen,
item III;
(c) non-compliance with the financial indexes set forth
in Article Thirteen, item XII;
(d) non-compliance with the provisions of Article
Sixteen, item I.
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12
SOLE PARAGRAPH
In case of application of funds granted by this Contract in an activity
other than that set forth in Article One, BNDES shall advise the
Federal Department of Justice (Ministerio Publico Federal) about such
fact for the sake of application of Law no. 7.492 of 16.06.86, without
prejudice of the provisions of this article's caption.
ARTICLE TWENTY-FOUR
MATURITY ON HOLIDAYS
Any installment relative to the amortization of the principal and charges
falling due on Saturdays, Sundays or national holidays, including bank holiday,
shall be transferred, for all the purposes and effects of this Contract, to the
first subsequent working day, being the charges calculated up to such date, and
starting from this date the subsequent period for charges determination and
calculation hereunder.
The BENEFICIARY submitted the Social Security Contributions Clearance (Certidao
Negativa de Debito) CND no. 015642000-11602015 issued by Instituto Nacional do
Seguro Social - INSS (Social Security Institute) on October 6, 2000.
The pages of the present Instrument are signed by Alvaro Olveira de Freitas,
BNDES' counsel, by authorization from the undersigned legal representatives.
And for being in agreement, the parties sign the present Instrument in 4 (four)
copies with the same content and for the same effect in the presence of the
undersigned witnesses.
Rio de Janeiro, November 9th, 2000
On behalf of BNDES:
[illegible signature]
Francisco R. Gross - President
[illegible signature]
Aluysio Asti - Director
BANCO NACIONAL DE DESENVOLVIMENTO ECONOMICO E SOCIAL - BNDES
In behalf of the Beneficiary:
SIGNATURE SHEET OF CONTRACT NO. 00.2.491.3.1
On behalf of the BENEFICIARY:
--------------------------------------------------------------------------------
(illegible signature) (illegible signature)
TELEMIG CELULAR S.A.
On behalf of the INTERVENIENTS:
(illegible signature) (illegible signature)
--------------------------------------------------------------------------------
TELEMIG CELULAR PARTICIPACOES S.A.
(illegible signature) (illegible signature)
--------------------------------------------------------------------------------
TELPART PARTICIPACOES S.A.
WITNESSES:
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13
(illegible signature) (illegible signature)
Telemig- Contract BNDES Telemig
--------------------------------------------------------------------------------
"ENGLISH TRANSLATION"
E-132
14
FINANCING CONTRACT THROUGH TRANSFER OF THE CONTRACTED LOAN
WITH BANCO NACIONAL DE DESENVOLVIMENTO ECONOMICO E SOCIAL - BNDES FINEM
TJLP/CM-NO. 054/2000-IC
Name of the FINANCIAL AGENTS:
BANCO ITAU S.A., a financial institution with headquarters at Xxx Xxx Xxxxx 000,
Xxxxxx, in the City of Sao Paulo, State of Sao Paulo, registered at the General
Taxpayer's Registry CNPJ under NO. 60.701.190/0001-04, represented in this act
by the persons signing below on the signature's page; and
BANCO BRADESCO S.A., a financial institution with headquarters at the City of
Osasco, State of Sao Paulo, at Cidade de Deus, registered at the General
Taxpayer's Registry CNPJ under NO. 60.746.948/0001-12, represented in this act
by the persons signing on the signature's page; and
BANCO ALFA DE INVESTIMENTOS S.A., a financial institution with headquarters at
the City of Sao Paulo, State of Sao Paulo, at Xxxxxxx Xxxxxx XX. 000 - 4(0)
andar, registered at the General Taxpayer's Registry CNPJ under NO.
60.770.336/0001-65, represented in this act by the persons signing on the
signature's page; and
Designated jointly as "Financial Agents" due to the constitution of the
Consortium Contract signed between the Financial Agents on November 9th, 2000,
and of which this Instrument is an inseparable and integrating part, it was
established that the Banco Itau S.A, is determined to be the Leader of the
Consortium, hereinafter so called, and which may be substituted, at any time by
determination of the BNDES.
NAME OF THE BENEFICIARY
TELEMIG CELULAR S.A., a joint stock company with head office in Belo Horizonte,
State of Minas Gerais, at Xxx Xxxxxxx Xxxxx, 000 - 0(0)xxxxx, Funcionarios,
registered with CNPJ under no. 02.320.739/0001-06, hereinafter referred to as
the BENEFICIARY, hereby represented by the undersigned representatives;
NAME OF THE INTERVENIENT GUARANTOR
TELEMIG CELULAR PARTICIPACOES S.A., a joint stock company with head office in
Belo Horizonte, State of Minas Gerais, at Xxx Xxxxxxx Xxxxx, 000 - 0(0)xxxxx,
Funcionarios, registered with CNPJ under no. 02.558.118/0001-65, hereinafter
referred to as the Intervenient Guarantor, hereby represented by the undersigned
representatives;
NAME OF THE INTERVENIENT
TELPART PARTICIPACOES S.A., stock company, with head office in Rio de Janeiro,
State of Rio de Janeiro, at Xxxxxxx Xxxxxxxxxx Xxxxxx, 000 - 00(0)xxxxx, Xxxxxx,
registered with CNPJ under no. 02.591.814/0001-73, hereby represented by the
undersigned representatives;
The Intervenient and the Intervenient Guarantor, when jointly mentioned, shall
be called simply Intervenients.
1) DATA FROM THE CREDIT OPENING
1.1) Date: November 9th, 2000
1.2) Value of the deferred credit: Total amount of the Sub-credit
"A", "B" and "C".
1.2.1) Sub-credit "A": R$ 105,833,700.00
1.2.2) Sub-credit "B": R$ 42,598,500.00
1.2.3) Sub-credit "C": R$ 33,744,900.00
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15
1.3) Maturity date: January 15th, 2006
1.4) Term for use: 12/31/2000
1.4.1) Sub-credit "A": until 12/31/2000
1.4.2) Sub-credit "B" and "C": 12/31/2001
1.5) Grace periods:
1.5.1) Sub-credit "A": Up to 9 [nine months]
1.5.2) Sub-credit "B" and "C": Up to 21 [twenty one] months
1.6) Decision DIR NO.; date: Annex I of 490/2000 of 09/11/2000
1.7) Interest rate: 3.8% [three point eight per cent] p.a.,
equivalent to 0.3113% per month.
1.8) Commission of the Financial Agents: 1.3% [one point three per
cent] p.a. already included into the Interest Rate.
1.9) Credit reserve commission: 0.1% [one tenth] p.a.
1.10) Destination of the financing
Transfer of the funds to the Beneficiary, for the purpose of
financial support for the investments necessary for the
expansion and modernization project of the Mobile Cell
Telephony, Band "A", in the state of Minas Gerais, as well as
the payment of the Bridge Loan granted through the Contracts
NO. 28/99-IC and s/NO. dated September 23rd, 1999,
respectively, in the amount of R$ 22,552,000.00 [twenty two
million, five hundred and fifty two thousand Reais, each one.
1.11) Guarantees:
1.11.1) Guarantee granted by the Intervenients Guarantors
above qualified, in the quality of joint debtors and
main payees of the obligations derived from this
Contract, as defined in Sub-item 19.1;
1.11.2) Pledging part of the invoicing derived from the
collection of the cell telephone services, as
established in Sub-item 19.2;
1.11.3) 03 [three] Promissory Notes issued by the Beneficiary
for the benefit of the Financial Agents, maturity at
sight, in an amount corresponding to 130% [one
hundred and thirty per cent] of the credit granted,
by each one of the Financial Agents, as defined in
Sub-item 19.3;
2) NATURE AND ORIGIN OF THE CREDIT
2.1) The credit now granted, divided into 03 [three] Sub-credits,
in the amounts mentioned in the Sub-item 1.2, for the account
of the Credit Opening Contract NO. 91.2.149.6.1.013, executed
on July 19th, 1991, between the BNDES and the Financial
Agents, shall be funded by:
2.1.1) Sub-credits "A" and "B": with ordinary resources from
BNDES which are composed, among other sources, of
funds from the Fundo de Amparo ao Trabalhador - FAT
(Worker's Support Fund), funds from the FAT - Special
Deposits and from the
X-000
00
XXX/XXXXX Participation Fund, allocated in accordance
with the legislation applicable to each individual
source and in compliance with the provisions of
Sub-item 7.2;
2.1.2) Sub-credit "C": considering base date of August 15,
2000, to be provided from foreign currency funds
borrowed by BNDES and assigned according to
Resolution no. 635/87 of January 13, 1987 issued by
BNDES' Board of Directors, subject to the provisions
of Sub-item 3.1.
3) UPDATING SUB-CREDIT "C"
3.1) From the base date mentioned in Sub-item 2.1.2, in accordance
with the weighed average of the exchange variations applicable
to the funds borrowed by BNDES in foreign currency without
connection to loans under specific conditions, subject to the
provisions of Sub-item 4.1, below falling upon the credit not
drawn.
4) UPDATING SUB-CREDIT "C" DEBT VALUE
4.1) The debtor balance of the Beneficiary, included there the
principal, interests, compensatory and default interests,
expenses, commissions and all other charges, shall be updated
every day by the weighed average of the exchange variations
applicable to the funds borrowed by BNDES, in foreign
currency, without connection to loans under specific
conditions, subject to the specific provisions, determined in
accordance with the following criteria:
(I) daily determination by BNDES of its liabilities
payable in foreign currency without connection with
loans under specific conditions for the purpose of
calculating the weighed averages to be applied to the
exchange variations;
(II) based on the liabilities position determined as
provided for under item I, taking into account the
closing sales rates of foreign currencies disclosed
by the Brazilian Central Bank in the previous day.
4.2) The weighed average of exchange rates referred to in this
Article will be published by BNDES in the Official Daily
Government Gazette (Diario Oficial da Uniao) (Section 3) on
the 10th (tenth) and 25th (twenty-fifth) day of each month or
in the first edition subsequent to those days in case the
above-mentioned official Gazette is not published on those
dates.
5) CHANGE OF THE LEGAL CRITERIA FOR REMUNERATION OF FUNDS
5.1) In the hypothesis the legal criterion for remunerating the
resources allocated to BNDES from the PIS/PASEP Participation
Fund and Work Support Fund - FAT is changed, the remuneration
set forth in Item 09 [nine] may be, at BNDES' discretion,
calculated according to the new remuneration criterion
applicable to such resources or such other criterion indicated
by BNDES that, besides preserving the actual value of the
transaction, remunerates it at the same previous level. In
such a case, the Financial Agents will advise the BENEFICIARY,
in writing, about the change.
6) PURPOSE
6.1) The funds object of this present Contract shall be used by the
Beneficiary in accordance with the purpose stipulated in
Sub-item 1.10 [Destination of the financing] of the preamble.
7) CREDIT AVAILABILITY
7.1) The resources shall be made available to the Beneficiary, in
installments and in accordance with the projects needs,
respecting the financial programming of the BNDES, which is
subordinated to
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the resources definition, for its application, by the National
Monetary Council, and the availability of the resources
derived from the Credit Opening Contract NO. 91.2.149.6.1.013,
referred in Sub-item 2.1, above mentioned.
7.2) The amount of each installment of the Sub-Credits "A" and "B",
made available to the Beneficiary shall be calculated in
accordance with the criteria established in the law
instituting the Long Term Interest Rates - TJLP, for the
determination of the debtor balances of the financings
contracted by the BNDES System until November 30th, 1994.
7.3) The resources shall be transferred by the Financial Agents to
the Beneficiary, in the following proportions, as agreed upon
in the Consortium Constitution Agreement, integrating this
Instrument:
AGENTS PARTICIPATION R$ IN PERCENTAGE
Banco Itau S.A. 95,642,977.50 52.50%
Banco Bradesco 40,989,847.50 22.50%
Banco Alfa de Investimento S.A. 45,544,275.00 25.00
-------------- ------
TOTAL 182,177,100.00 100.00%
7.4) The resources shall be transferred by the Financial Agents to
the Beneficiary on the third [3rd] working day after receiving
date the resources of the Sub-Credits "A" and "B", and until
the second [2nd] working day after the receiving date of the
Sub-Credits "C" resources.
7.5) No liberation shall be made before the disbursement by BNDES
to the Financial Agents, the amounts corresponding to each one
of them, being hereby established that no responsibility shall
fall upon the Financial Agents in the case BNDES interrupts
the disbursements, or makes them only partially, or
subordinates them to conditions not foreseen in this contract,
or also, cancels, totally or partially, the credits granted to
the Financial Agents, without their fault.
7.6) If, for any reason, BNDES should not transfer to the Financial
Agents the amounts necessary for the loan, or suspends any
resources liberation for the transfer to the Beneficiary, this
contract shall be rescinded, totally or partially, completely
legally and independently of any judicial or extra-judicial
interpellation, there being no rights against the Financial
Agents by the Beneficiary, and consequently any pretension of
indemnification or refunding of any damage derived from the
same, or loss of profits because of the non concession of the
credits, remaining in force, in the case of disbursement
having been made, until its total settlement, all obligations
until that date assumed, due to the force of the respective
Contract.
8) TERMS FOR USE, GRACE PERIOD AND AMORTIZATION
8.1) The term for use of the resources shall be the one stipulated
in Sub-Item 1.4.1, for the Sub-Credits "A" and the one
stipulated in Item 1.4.2, for the Sub-Credits "B" and "C".
8.2) The grace period shall be the one stipulated on Sub-item 1.5.1
for the Sub-Credit "A", and the one stipulated in the Sub-item
1.5.2, for the Sub-Credit "B and "C", and shall be counted
from the 15th, [fifteenth] subsequent day to the execution
date of this Contract.
8.3) The amount of the debt shall be paid by the Beneficiary to the
Financial Agents, in the term and form established as follows:
(I) SUB-CREDIT "A": in 51 (fifty one) successive monthly
installments, each one in the amount of the due
principal of the debt under this Sub-credit divided
by the number of amortization installments still not
due, being the first installment due on September 15
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(fifteen), 2001 and the last one on November 15
(fifteen) 2005, subject to the provisions of Sub-item
13.1 and following.
(II) SUB-CREDIT "B": in 39 (thirty nine) successive
monthly installments, each one in the amount of the
due principal of the debt under this Sub-credit
divided by the number of amortization installments
still not due, being the first installment due on
September 15 (fifteen), 2002 and the last one on
November 15 (fifteen) 2005, subject to the provisions
of Sub-item 13.1 and following;
(III) SUB-CREDIT "C": in 39 (thirty nine) successive
monthly installments, each one in the amount of the
due principal of the debt under this Sub-credit,
updated in accordance with Article Eight, divided by
the number of amortization installments still not
due, being the first installment due on November 15
(fifteen), 2002 and the last one on January 15
(fifteen) 2006, subject to the provisions of Sub-item
13.1 and following.
9) INTERESTS ACCRUING ON SUB-CREDIT "A" AND "B"
9.1) Over the principal of the debt of the Beneficiary, interests
shall accrue at the rate determined in Sub-item 1.7, over the
Long Term Interest Rate, hereinafter designated TJLP, divulged
by the Banco Central do Brasil [Brazil's Central Bank]
included into the same the commission determined in Sub-item
1.8, observing the following determinations:
9.2) TJLP higher or lower than:
9.2.1) When TJLP is higher than 6% (six percent) per annum:
a) The amount corresponding to the TJLP portion
above 6% (six percent) per annum shall be
capitalized on the 15th (fifteenth) day of
each month during the effectiveness of this
Contract and on its expiry or settlement,
subject to the provisions of Sub-Item 13.1,
and calculated according to the following
capitalization term, taking into
consideration all the financial events
occurred in the period:
TC = [(1 + TJLP)/1.06]n-360 - 1
(capitalization term equals to, open
brackets, ratio of TJLP plus the unit to one
and six hundredth, close brackets, raised to
the power corresponding to the ratio of "n"
to three hundred sixty, and deducting one
unit from such a result), where:
TC - capitalization term;
TJLP - Long Term Interest Rate published by
Brazilian Central Bank; and
n - number of days between the financial
event date and the date of capitalization,
maturity or settlement of the obligation,
being considered a financial event any and
all facts of financial nature from which the
debt balance under this Contract is or may
be changed.
b) The percentage above the TJLP (spread)
mentioned in the caption of the Sub-item 1.7
plus the non-capitalized portion of the TJLP
of 6% (six percent) per annum shall be
calculated on the debit balance on the
interest maturity dates mentioned in
Sub-item 9.4 or on the date of expiry or
settlement of this Contract, subject to the
provision of item "a" and considering, for
the purpose of calculating the daily
interest, the number of days between the
date of each financial event and the
above-mentioned maturity dates.
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19
9.2.2) When TJLP is equal to or lower than 6% (six percent)
per annum:
The percentage above the TJLP (spread) mentioned in
the caption of the Sub-item 1.7, plus the TJLP shall
be calculated on the debit balance on the interest
maturity dates mentioned in Sub-item 9.4 or on the
date of expiry or settlement of this Contract, being
considered, for the purpose of calculating the daily
interest, the number of days between the date of each
financial event and the above-mentioned maturity
dates.
9.3) The amount referred to in Sub-item 9.2.1, sub-paragraph "a",
to be capitalized and incorporated into the principal of the
debt shall be payable in accordance with sub-paragraphs "a"
and "b" of sub-item 8.3.
9.4) The amounts determined in the grace periods in accordance with
the terms of Sub-item 9.2.1, sub-paragraph "b", or Sub-item
9.2.2, shall be demanded quarterly, during the grace periods
and monthly during the amortization period, jointly with the
installments of the principal, and at the maturity or
settlement of the Contract, observing the determinations of
Sub-item 13.1.
9.5) The commission of the Financial Agents is included into the
interest rate of Sub-item 1.7, consisting of a differential
indicated in Sub-item 1.8, being calculated over the
liabilities in accordance with the same criteria for the
interest payments.
10) INTERESTS ACCRUING ON SUB-CREDIT "C"
10.1) For the use of this Sub-credit, the Beneficiary is subject to
interest at the interest rate determined in Sub-item 1.7, over
the variable rate readjusted on a quarterly basis on the 16th
(sixteenth) day of January, April, July and October on the
basis of the weighed average cost of all fees and expenses
incurred by BNDES in borrowing foreign currency funds without
connection with loans under specific conditions in the civil
quarter immediately prior to the month of readjustment of the
above-mentioned interest rate, calculated on the debt balance
updated as provided for under Sub-item 13.1, and following.
11) DEBT PROCESSING AND COLLECTION
11.1) The Beneficiary shall amortize or settle the debt now assumed,
through a debit into the bank account of its ownership,
maintained before each one of the Financial Agents, obeying
the proportions mentioned in Sub-Item 7.3. The amortization
may be executed also through a bank cheque, bank compensation
slip or Credit-into-Account document - DOC, since informed
with at least 5 [five] working days in advance by the
Beneficiary.
11.2) The Financial Agents are hereby authorized by the Beneficiary,
on the maturity date of the commitment, in a irrevocable and
unappealable form to make the debit on its bank account, all
amounts due derived from this contract, the settlement of
these amounts remaining conditioned to the effective
availability of a balance on the bank account where the debits
are to be made. The insufficiency of balance in the bank
account, shall be stated as a delay in the payment.
11.3) At the criterion of each Financial Agent, the collection of
the principal and the charges derived from this present
operation, shall be made through a collection advice, issued
by the Financial Agents, with advance, so the Beneficiary may
settle its obligations on the maturity dates.
11.4) The Beneficiary may consult its balances on its bank accounts
"Future Entries", on which the collection of the principal and
charges shall be stated, with at least 05 [five] days in
advance, who shall inform the amount due to settle the
commitments on the maturity dates.
11.5) Considering that the debt resulting from Sub-credit "C" is
subject to daily updating as provided for in Item 4, above
mentioned, the Collection Advice referred to herein shall be
issued by XXXXX
X-000
20
showing a reference value in BNDES's Monetary Unit - UMBND,
which quotation shall be obtained in BNDES' Financial
Management Department of the International Financing Area -
DEFIN/AF, being the value for payment in Brazilian currency
calculated on the basis of the quotation valid for the actual
payment date.
11.6) The non-receipt of the Collection Advice shall not exempt the
BENEFICIARY from its obligation to pay the principal and the
charges on the dates established in this Contract.
12) CREDIT RESERVE COMMISSION
12.1) The BENEFICIARY shall pay to Financial Agents, in the
proportion stipulated on Sub-item 7.3, the Credit Reserve
Commission, determined in Sub-item 1.9, due every 30-day
(thirty) period or fraction thereof, calculated on
a) The value of the Credit, if the signature of this
Contract occurs after the maturity terms determined
by BNDES, the period being counted from the day
immediate to this maturity until the date of the
above referred signature, the respective payment
being demandable for the initial use of the credit,
from which it shall be deductible;
b) The value of the credit, if the operation becomes
cancelled after the postponement at request of the
Beneficiary, of the initial term established by BNDES
for the presentation of this Contract, counting the
period from the immediate day of the end of the
initial term until the date of the request for
cancellation made by the Beneficiary, or the
cancellation promoted by the BNDES and/or the
Financial Agents, the payment being demandable on 30
[thirty] days from the date of BNDES's decision.
c) the balance not drawn of each credit parcel, as of
the day subsequent to the credit parcel availability
up to the drawing date, when its payment will be due;
and
d) on the credit not drawn as of the day subsequent to
its availability up to the cancellation date upon
request by the BENEFICIARY or by initiative of BNDES,
which payment will be due on the request date or on
the date of BNDES decision, as the case may be;
12.1.1) The incidence of the commission of the cases
"c" and "d", above mentioned, shall depend
on the determination of the scheme of
availability of resources by the BNDES.
13) MATURITY ON BANK HOLIDAY
13.1) The financial commitment relative to the amortization of the
principal and charges falling due on Saturdays, Sundays or
national holidays, including bank holiday, shall be
transferred, for all the purposes and effects of this
Contract, to the first subsequent working day, being the
charges calculated up to such date, and starting from this
date the subsequent period for charges determination and
calculation hereunder.
14) SPECIAL OBLIGATIONS OF THE BENEFICIARY
14.1) Without prejudice to all other Items, the Beneficiary commits
itself also:
(a) to comply, as applicable, until the final settlement
of the debt arising out of this Contract, with the
"PROVISIONS APPLICABLE TO BNDES' CONTRACTS" as
approved by Resolution no. 665 of December 10, 1987
and partially amended by Resolution no. 775 of
December 16, 1991, Resolution 863 of March 11, 1996,
Resolution no. 878 of September 4, 1996, Resolution
no. 894 of March 6, 1997 and Resolution 927 of April
1, 1998 all issued by BNDES's Board of Directors and
published in the Official Daily
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21
Government Gazette (Section I) of December 29, 1987,
December 27, 1991, April 8, 1996, September 24, 1996,
March 19, 1997, and April 15, 1998, respectively;
(b) to invest the resources obtained only in the
execution of the project, object of this Contract and
in accordance with the Table of Uses and Sources
[Annex I]
(c) to invest its own resources, foreseen for the
execution of the project, in the amounts and terms
defined in the Table of Uses and Sources [Annex I],
as well as in its totality, the resources necessary
for the coverage of eventual insufficiencies or
accruals of the global budged of the project.
(d) To communicate to the leader, any matters, which
could take to changes of the project or the Table of
Uses and Sources [Annex I], indicating the measures,
which the Beneficiary considers, should be taken.
(e) To adopt, during the term of this Contract, measures
and actions to be taken in order to avoid or correct
damages to environment, safety and medicine at work,
which may be caused by the project now financed.
(f) To maintain in a regular form its commitments before
the environmental organs, during the term of this
Contract.
(g) to provide training focused on job opportunities
existing in the region and/or reemployment program to
employ the workers in other companies if, as a
function of the project referred to, the BENEFICIARY
reduces its personnel during the validity of this
Contract; for that purpose the BENEFICIARY must
submit to Financial Agents appreciation a document
specifying and evidencing the conclusion of
negotiations with the dismissed workers' competent
representation(s);
(h) to maintain updated its commitments before ANATEL
during the term of this Contract;
(i) to forward correspondence, with copy to the Financial
Agents and to BNDES, to the Granting Power, with copy
to BNDES, requesting the inclusion of its debt with
BNDES in the procedures relative to eventual
indemnity calculation and that BNDES should be
informed about any fact that could impair the purpose
of the present transaction; a copy of this Contract
must be attached to such correspondence;
(j) to authorize the direct payment by the Granting Power
to BNDES of indemnity due to the BENEFICIARY as
provided for in the Concession Contract no. 010/97 -
DOTC/SFO/MC signed between the BENEFICIARY and ANATEL
in such an amount so as to cover the Beneficiary's
debt under this transaction
(k) Intentionally omitted
(l) to pay directly to Financial Agents and the BNDES the
financial obligations for the full settlement of the
debt arising out of this transaction, in case such
indemnity is not due;
(m) to pay to BNDES for the sake of Performance Premium
an amount corresponding to 0.5% (half percent) on the
debt balance under this Contract calculated on the
closing date of the Yearly Balance Sheet, to be paid
in case the Item "Net Sales" (Net Operating Revenue)
is equal to or higher than 110% (one hundred ten
percent) of the Project's planned outcome according
to the Projected Cash Flow in real terms (IGP-M)
included as Annex II to this Contract, subject to the
following:
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22
m.1) the Performance Premium will be paid in the
year subsequent to its determination in four
equal installments, together with the
payment of the debt principal;
m.2) the Performance Premium shall be apportioned
between BNDES and the FINANCIAL AGENTS in
the proportion of their individual
participation in the transaction;
m.3) the Yearly Balance Sheet adopted as a basis
for calculating the Performance Premium must
be audited by independent auditors
registered with Comissao de Valores
Mobiliarios - CVM (Securities and Exchange
Commission)
(n) not to assign to nor commit with another creditor,
without the previous agreement by BNDES, the revenues
assigned as provided for in the "Contract for
Collection, Deposit, with Intervention and other
Agreements", which draft shall be furnished by BNDES;
(o) to issue securities at BNDES's discretion at any time
during the validity of this Contract, being such
securities fully subscribed by BNDES with the partial
or full utilization of the debt balance on the
issuance date, subject to terms and average interest
rate equivalent to those of the originally contracted
transaction, as well as to agree with the subsequent
public placement of such securities on the market,
committing to perform all the acts required for such
placement;
(p) to keep, during the validity of this Contract and
until its final settlement, the following minimum
financial indexes: of capitalization, current
liquidity, EBITDA margin and debt coverage as
calculated on the annual balance sheet or trial
balance audited by independent auditors registered
with the Securities and Exchange Commission:
p.1) capitalization index (PL/AT): stockholder's
equity divided by total assets, equal to or
higher than 35% (thirty five percent);
p.2) current liquidity index (AC/PC): current
assets divided by current liabilities, equal
to or higher than 1.10 in year 2000, equal
to or higher than 0.80 in year 2001, and
equal to or higher than 1.10 in year 2002
and after, until the final settlement of all
obligations arising out of the present
transaction
p.3) EBITDA margin: (EBITDA/ROL): operating
earnings before interest, taxes,
depreciation and amortization divided by the
net operating revenues, equal to or higher
than 35% (thirty five percent);
p.4) Debt coverage index (EBITDA/PC): operating
earnings before interest, taxes,
depreciation and amortization divided by the
current liabilities, equal to or higher than
1.00 in year 2000, and equal to or higher
than 1.30 in year 2001 until the final
settlement of all obligations arising out of
the present transaction
Where:
PL = stockholder's equity, AC = current
assets, PC = current liabilities (including
financing for periods equal to or lower than
12 months);
EBITDA = operating earnings before interest,
taxes, depreciation and amortization, ROL =
net operating revenues, AT = total assets
(q) to comply with the Brazilian legislation applicable
to foreign personnel and consultancy contracting;
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23
(r) not to provide privileged guarantees to other
creditors without the agreement by BNDES;
(s) from the date of the signature of this Contract, to
link the revenues derived from the rendering cellular
telephone services, to be deposited at the Trustee
Bank, chosen in a common agreement between the
Parties in order to warrant the accomplishment of the
financial commitments derived from this operation, as
determined in the above mentioned "Bank Contract".
(t) to respect the minimum nationalization indexes in the
project referred to in Article One, SOLE PARAGRAPH,
as required in BNDES's Telecommunication Investment
Support Program (consubstantiated through excerpt of
Minutes of Meeting of BNDES' Board of Director no.
08/99 of 29.03.99) for the acquisition of equipment,
and installation and erection services relative to
the implantation project of cellular mobile telephone
service (Band A) in the Beneficiary's concession area
as described under Article One, SOLE PARAGRAPH, to be
approved from time to time by FINAME;
(u) to grant powers to BNDES and the Financial Agents, in
an irrevocable and unappealable form, to settle with
the resources from this present operation, in its
totality or partially, the debtor balance of the
Contract, which is referred in the Sub-item 1.10.
(v) to accept the inclusion in the "Contract for
Collection, Deposit, with Intervention and other
Agreements", which draft is in Annex I hereto, of a
mechanism of guarantee account under withholding of
140% of the value corresponding to the next
installment falling due in the period if the
company's "Net Sales" is lower than 70% of that
foreseen in the cash flow agreed upon , in real terms
(IGP-M), included in Annex V hereto, until such Net
Sales becomes equal to or higher than the foreseen
value;
(w) Intentionally omitted
(x) to accept the renegotiation of this Contract at the
end of the 47th, month, from the date of the
signature of the same, with a Spread to be collected
by the BNDES and the Financial Agents, foreseen in
Annex I, of the Decision as stated in Sub-item 1.6,
of the General Conditions 10.I and 11.I, from 2.5% to
4.5%, and the Spread to be collected from the
Beneficiary foreseen in the mentioned Decision, in
the General Conditions 10.II and 11.II, from 5.8%
instead of 3.8%, allowing the Beneficiary to pay the
Contract to the BNDES and the Financial Agents in
advance, on that occasion.
(y) Intentionally omitted
(z) to constitute the guarantees, in behalf of the BNDES
and the Financial Agents, the guarantees foreseen in
Item 19, Guarantee Conditions.
15) OBLIGATIONS OF THE INTERVENIENT
15.1) The Intervenient TELEPART PARTICIPACOES S.A., qualified in the
preamble of this Contract, in the quality of Controlling
Shareholder of the Intervenient Guarantor, TELEMIG CELULAR
PARTICIPACOES S.A, assumes in this act the obligation of:
(a) to take all the necessary steps to assure the
compliance with the purpose of the present Contract;
(b) to implement all the required acts to assure the
execution of the investment plan as submitted to
BNDES;
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24
(c) to immediately advise the Financial Agents and the
BNDES about any fact or act that could hinder the
compliance with the purpose referred to in Sub-item
1.10, of the present Contract, particularly as far as
the agreed guarantees are concerned;
(d) to previously advise the Financial Agents and the
BNDES about any change that could take place in the
ownership of the BENEFICIARY and the INTERVENIENT
GUARANTOR;
(e) to exert its direct or indirect controlling power
over the BENEFICIARY so as to comply with the
concession contract with ANATEL;
(f) to fulfill its duties and responsibilities in
relation to the controlled company TELEMIG CELULAR
PARTICIPACOES S.A. and to cause the latter to fulfill
its duties and responsibilities before the
BENEFICIARY in accordance with articles 115, 116 and
117 of Law no. 6404 of 15.12.76.
16) ACCELERATED MATURITY
16.1) The Parties may declare the anticipated expiry of this
Contract being the debt payable and any disbursement
immediately suspended if, besides the hypotheses contemplated
by Law, specially the non fulfillment of any obligation here
agreed upon by the Beneficiary and/or Intervenients, before
any of the Financial Agents, or also if the following should
occur:
(a) In case of application of funds granted by this
Contract in an activity other than that set forth in
Article One, BNDES shall advise the Federal
Department of Justice (Ministerio Publico Federal)
about such fact for the sake of application of Law
no. 7.492 of 16.06.86, without prejudice of the
provisions of this article's caption.
(b) inclusion in the articles of association, by-laws or
certificate of incorporation of the BENEFICIARY or
the controlling companies of a provision according to
which special quorum would be required for deciding
or approving matters that impose limitations or
hindrances to the control of any of these companies
by the respective controllers, or the inclusion in
those documents of a provision that imply in:
i) restrictions to the Beneficiary's growth
capacity or to its technological
development;
ii) restrictions to the Beneficiary's access to
new markets; or
iii) restrictions to or loss of capacity of
paying the financial obligations arising out
of this transaction.
(c) Company's reorganization process [split-up,, merger,
incorporation, etc.], change of the main activity or
the modification of the effective control, either
directly or indirectly, of the Beneficiary, of any of
the Intervenients, after the contracting of the
operation, without the previous and express
authorization of the BNDES and the Financial Agents,
represented by the Leader.
(d) personnel reduction by the BENEFICIARY without
complying with the provisions of item "g" of Sub-item
14.1, above.;
(e) non-compliance with the financial indexes set forth
in item "p" of Sub-item 14.1, above;
(f) judicial process, with decision in court, which could
impair the accomplishment of the obligations and/or
the assumed and constituted guarantees;
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(g) in the case of bankruptcy request or the request of a
preventive forced agreement of the Beneficiary and/or
any of the Intervenients.
17) FURTHER OBLIGATIONS FOR THE USE OF THE CREDIT
17.1) Besides the fulfillment of the conditions foreseen in the
"Dispositions" previously mentioned, and in the Follow-up
Norms and Instructions referred in Article 2nd, of the same
Dispositions, the use of the credits is subject, also, to the
performance, by the Beneficiary and/or the Intervenients, of
the following:
(I) For the use of the First Installment of the Credit:
(a) presentation of this Contract and its
annexes, duly registered in the competent
Public Registries;
(b) execution of the contract related to the
direct financing of BNDES, for this present
operation;
(c) deliver of the correspondence mentioned in
Sub-item 14.1, Paragraph "i".
(d) Presentation of the Bank Contract [Annex
IV], duly executed and registered;
(e) submission of evidence of hiring an audit
firm/specialized consultancy to attest the
accomplishment of the financial indexes
referred to in Sub-item 14.1, Paragraph "p".
(II) For the use of each installment of the Credit:
(a) Non existence of any fact of
financial-economical nature, which at
criteria of the Financial Agents and/or
BNDES may impair the execution of the
business now financed, which could change or
make unfeasible its execution, in the terms
foreseen in the project approved by the
BNDES;
(b) submission by the BENEFICIARY of Social
Security Contributions Clearance (Certidao
Negativa de Debito - CND) issued by
Instituto Nacional do Seguro Social - INSS
(Social Security Institute) obtained by the
BENEFICIARY through the INTERNET and checked
by BNDES in the site xxx.xxxx.xxx.xx;
(c) proof that the beneficiary invested in the
project the installment of the credit
previously used, and that the same invested
its part, in accordance with the values
established in the Table Uses and Sources of
the Annex I.
(d) submission of declaration that the
BENEFICIARY fulfils the Brazilian
legislation applicable to foreign labor and
consultancy contracting
18) RESPONSIBILITY FOR THE CHARGES AND EXPENSES
18.1) It shall be in account of the Beneficiary, all charges,
tributes, contributions and taxes falling upon this Contract
and on the collection and execution of the guarantees related
to the same, which the Financial Agents may be obliged to pay
or support, since duly demonstrated, even in the hypotheses of
a partial or total canceling of the opened credit, inclusive
the expenses related to the registers/ entries at the
competent Notary Public for Registers.
18.2) The Beneficiary is hereby obliged to pay to the Financial
Agents, as reimbursement of expenses, the Income Tax referring
to the Sub-Credit "C", a percentage on the Interests referred
in Sub-Item
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10.1, corresponding to the weighed average rate of the Income
Tax due over the charges remitted by BNDES to the creditors
from foreign resources, without relationship to transfer in
specific conditions, in the civil quarter preceding the months
of readjustment of this percentage, to be determined,
readjusted and requested the reimbursement in the same time as
the interests referred in the above mentioned Sub-Item 10.1.
19) GUARANTY CONDITIONS
In order to assure the payment of any of the obligations derived from
this contract, such as the principal of the debt, interests,
commissions, conventional penalty and fine, the following guarantees
are given to the Financial Agents, being considered as a whole,
indivisible in relation to the debt value, agreeing expressly the
Intervenient Guarantor regarding the conditions now agreed upon,
answering jointly with all obligations assumed by the Beneficiary.
19.1) Guarantee: The Intervenient Guarantor, duly qualified in the
caption hereto, accepts the present Contract in its capacity
of guarantor and main payer, and hereby expressly waives the
benefits of articles 1.491, 1.499 and 1.503 of the Civil Code,
and 261 and 262 of the Commercial Code, being jointly liable,
up to the final settlement of this Contract, for the full and
faithful fulfillment of the BENEFICIARY'S obligations
hereunder by the Beneficiary, including the principal,
interests, monetary restatement and further compensatory or
default charges, judicial expenses, attorney's fees, and all
other amounts which may be due in accordance with the terms of
this Contract. The responsibility of the Guarantor shall not
suffer any impairment, limitation or restriction derived from
any type of agreement, postponement or decrease in the terms
or indulgencies eventually granted by the Financial Agents to
the Beneficiary, and it shall not be necessary that the
Financial Agents make any type of notice regarding the matter
to the Intervenient Guarantor.
19.1.1) The Intervenient Guarantor is obliged also, to
allocate the necessary resources for the execution of
the project object of this present contract, as well
as to maintains the same during its duration.
19.2) Pledging of Revenues: The Beneficiary pledges as guarantee,
for the benefit of the Financial Agents, in an irrevocable and
unappealable form, until the settlement of this Contract, part
of its revenues derived from the rendering of cellular
telephone services, equivalent at least 150% [one hundred and
fifty per cent] of ten amount of the biggest installment due
by the Beneficiary, inclusive during the grace period,
observing the dispositions of the sub-item below, collected by
he Collecting Banks, listed in the Annex II, through
transference of the amounts in Reais, derived from these
services, on the date, amounts and account specified in
Sub-item 19.2.3. the funds deposited in the referred account
shall be used by the Financial Agents in the hypothesis of
default of any obligation assumed by the Beneficiary in this
contract, in the case an accelerated maturity is declared, as
well as in the hypothesis that the determined percentage of
Item "v" of Sub-item 14.1, is not reached
19.2.1) The funds now pledged are free and unencumbered of
any judicial or extra-judicial liens or encumbrances
or restrictions of any nature, and shall remain so
until the faithful accomplishment of the obligations
now assumed by the Beneficiary, under the penalty of
an accelerated maturity of this contract.
19.2.2) The Leader shall forward to the Beneficiary, after
each liberation of funds, and after the change of the
remuneration index of this Contract, spreadsheets
containing all amounts and due dates of the
installments of the principal and interests of the
pecuniary commitments due to the Financial Agents,
hereinafter called simply "Spreadsheet".
19.2.3) For the perfect consecution of the guarantee here
contracted, the Beneficiary commits itself to notify
the Collecting Banks listed in the Annex II, in the
form of the correspondence as stated in Annex III, so
the same may transfer every day the totality of the
collection, into the pledged account below specified
of the Banco Itau S.A., who is
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nominated in this act as Centralizing Bank of these
resources. For these purposes, the Beneficiary shall
sign, in the same day, with the Centralizing Bank, as
the Mandatary Bank, the Bank Contract which is
referred in Item "s" of Sub-item 14.1, which shall be
a integrating and complementary part of this
Contract, as Annex IV, through which the Mandatary
Bank shall remain responsible for the administration
and centralization of the funds derived from the
collection of the cellular phone bills from the
consumers, collected by the Branch Net of the
Collection Banks, crediting the amounts, object of
this collection, to the pledged bank account NO.
01725-6, Branch 2001, opened in the name of the
Beneficiary before the Mandatary Bank, hereinafter
called simply Pledged Account.
19.2.4) The amounts derived from the payment by the
consumers, of the cellular telephone service bills,
credited into the pledged account, shall be
transferred automatically to an account of the
Beneficiary, for free transactions, except in the
cases of default of the obligations assumed by the
same before the Financial Agents, by force of this
Contract, as well as in the hypothesis that the
percentage determined in Item "v" of Sub-item 14.1,
is not reached.
19.2.5) In the hypothesis of default of the Beneficiary, the
Leader, in the quality of Mandatary Bank, is hereby
authorized by the Beneficiary to block and to
transfer, totally or partially, to the Financial
Agents, in the proportion of the credits of each one
of them, the funds deposited in the Pledged Account,
through Credit Order Documents - DOC, of any type or
nature, Payment orders or nominative cheques, who
shall use the amounts transferred by the Mandatary
Bank, obligatorily for the amortization or settlement
of the quarterly and monthly amounts of the parcels
of the principal plus charges, during the grace term
and amortization, due by force of this Contract,
accrued by the penalties stipulated in Sub-item 20
and sequence, remaining the Beneficiary personally
responsible for any eventual remaining debtor
balance, should the amounts retained not be
sufficient to settle the totality of the debt.
19.2.6) In case of insufficiency of funds, the Beneficiary is
obliged to complement or to constitute new real and/
or personal guarantees, in 48 hours, reserving itself
the Financial Agents the right to refuse the new
guarantees, under the penalty of accelerated maturity
of this Contract.
19.2.7) Until the settlement of the debt, the Beneficiary
shall maintain in force the Bank Contract or any
other contract instruments executed which had the
purpose the receipt of the cellular telephone bills/
accounts, in order to allow sufficient collection for
the payment of the installment due to the Financial
Agents. The Beneficiary oblige itself not to change
its bank domicile, being also forbidden to transact
or to pledge in behalf of any other credits, the
resources now pledged.
19.3) Promissory Notes: 03 [three] Promissory Notes issued by the
Beneficiary, pledged to the terms of this present contract, in
an amount corresponding 130% [one hundred and thirty per cent]
of the credit granted by each one of the Financial Agents,
with maturity at sight, and presentation term of up to 01
[one] year after the maturity of this contract, remaining
therefore, extended the term for presentation determined by
Article 34 of the Uniform Law of Geneva, and Article 21 of Law
2044 of December 31st, 1908.
19.3.1) The Beneficiary commits to substitute the Promissory
Notes given in guarantee, by another one with an
equivalent amount of 130% [one hundred and thirty per
cent] of the debtor balance determined, every time
and always when the amount of the same does not
correspond to the percentage above determined, in 10
[ten] days terms from the date of the written request
made by the Leader, under the penalty of an
acceleration of the maturity of this Contract.
20) PAYMENT DELAY AND PENALTIES
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28
20.1) Should there be any default or accelerated maturity, the
Beneficiary shall pay interests on late payment of 12% [twelve
per cent] per year, plus the permanence commission, calculated
at the market rate of the payment day, and the same shall not
be lower than the highest charges rate collected during the
duration of this contract;
20.2) The market rate shall the highest rate effectively executed in
the market with juridical entities in credit operations,
excepting credit opening in bank accounts;
20.3) In the case of judicial process, instead of permanence
commission, the Beneficiary authorizes the Financial Agents to
opt for the collection of the charges equivalent to the
percentage of variation of the IGPM [General Market Price
Index], published by the FGV - Getulio Vargas Foundation, or
in its absence the IGP-DI [General Consumer Index] published
by the FIPE - Foundation for Economic Researches of the USP;
20.4) The Beneficiary shall pay also a penalty of 10% [ten per cent]
and the collection expenses, inclusive costs and lawyer's
fees;
20.5) In case of default of any of the obligations under the
responsibility of the Beneficiary and/or the Intervenients, or
an accelerated maturity, the Financial Agents may:
20.5.1) use for payment of the debit, the amounts the
Beneficiary may hold with the Financial Agents;
20.5.2) retain values of its ownership.
20.6) The payment to the Financial Agents of the principal shall not
signify settlement of the charges foreseen in this contract.
21) FINAL DISPOSITIONS
21.1) If any changes should occur in the regulating norms of BNDES,
so that the same may affect the matters agreed upon in this
Contract, the Beneficiary will assume all the responsibility
for its accomplishment.
21.2) The eventual tolerance of the Financial Agents, regarding the
rights instituted by this contract, shall not imply in any
change or renouncing of the referred rights, which may be
executed at any moment.
21.3) The Beneficiary obliges itself not to convey or transfer the
rights and obligations derived from this contract or in any
for encumber the goods acquired by force of the project now
financed, without an express authorization of the BNDES and/or
the Financial Agents, under penalty of rescission of this
Contract, which shall provoke the accelerated maturity of all
obligations assumed by the same, making immediately
enforceable the totality of the debt, comprising the principal
and the accessories, without prejudice of all other measures
and penalties which may be applied.
21.4) The Beneficiary declares that in order to contract the object
of this present Contact, it obtained all corporations'
approvals requested by Law, and by its corporation's acts, and
that the signatories have the powers to sign this present
Contract.
21.5) Financial Agents are hereby allowed to mention in any
divulgation they may make regarding their activities, the
financial collaboration granted for the performance of this
Contract.
21.6) The Beneficiary and the Intervenient do hereby authorize the
Financial Agents, to transmit and to consult information
regarding them and/or related to this operation to the Credit
Risk Central,
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maintained by the Banco Central do Brasil, in the form of the
Resolution NO. 2724 dated May 31st, 2000.
21.7) The Beneficiary and the Intervenient constitute themselves,
mutually and reciprocally, in an irrevocable and unappealable
form, as attorney-in-fact, until the final payment of the debt
now assumed, with powers to receive summons, notices and
services of process, and also with the "ad judicia" powers for
the venue in general, which may be subrogated to lawyers,
everything related to judicial or extra-judicial procedures
which may be brought against them by the Financial Agents,
derived from this contract, and who may execute all acts which
may be necessary for the good and faithful performance of this
mandate.
21.8) To settle the questions derived from this Contract, the venue
of the Judicature of the Capital of the State of Sao Paulo is
hereby elected, the Party promoting any suit may opt for the
venue of its domicile.
And for being in agreement, the parties sign the present Instrument in 8 (eight)
copies with the same content and for the same effect in the presence of the
undersigned witnesses.
[November 27th, 2000]
[illegible signature]
BANCO ITAU S.A.
Financial Agents
[illegible signature]
BANCO BRADESCO S.A.
Financial Agents
[illegible signature]
BANCO ALFA DE INVESTIMENTOS S.A.
Financial Agents
(illegible signature) (illegible signature)
--------------------------------------------------------------------------------
TELEMIG CELULAR S.A.
BENEFICIARY:
(illegible signature) (illegible signature)
--------------------------------------------------------------------------------
TELEMIG CELULAR PARTICIPACOES S.A.
INTERVENIENT GUARANTOR:
(illegible signature) (illegible signature)
--------------------------------------------------------------------------------
TELPART PARTICIPACOES S.A.
INTERVENIENTS:
WITNESSES:
(illegible signature) (illegible signature)
--------------------------------------------------------------------------------
Telemig- Contract BNDES Telemig-Finem
E-148
