Exhibit 4.3
MANAGEMENT AGREEMENT
On the one side,
TELE NORDESTE CELULAR PARTICIPACOES S/A, a Brazilian corporation, parent company
of the Companies that exploit the Cellular Mobile Service - Band "A" in
Concession Area 10 (States of Alagoas, Pernambuco, Paraiba, Rio Grande do Norte,
Ceara and Piaui), Corporate Taxpayer I.D. (CNPJ) No. 02.558.156/0001-18, with
head offices in the City of Recife, State of Pernambuco, at Xx. Xxxxx xx Xxx
Xxxxx, 000, 0(xxxxxx) andar - Boa Vista, herein represented according to its
Bylaws, hereinafter referred to as TELE NORDESTE;
And on the other side,
TELASA CELULAR S/A, Concessionaire of the Band "A" - Cellular Mobile Service, in
the State of Alagoas, Corporate Taxpayer I.D. (CNPJ) No. 02.328.592/0001-09,
with head offices in the City of Maceio, State of Alagoas, at Xx. xx Xxx, 0000 -
Xxxxxx, herein represented according to its Bylaws;
TELPE CELULAR S/A, Concessionaire of the Band "A" - Cellular Mobile Service in
the State of Pernambuco, Corporate Taxpayer I.D. (CNPJ) No. 02.336.993/0001-00,
with head offices in the City of Recife, State of Pernambuco, at Xx. Xxxxx xx
Xxx Xxxxx, 000, 0xx floor - Boa Vista, herein represented according to its
Bylaws;
TELPA CELULAR S/A, Concessionaire of the Band "A" - Cellular Mobile Service in
the State of Paraiba, Corporate Taxpayer I.D. (CNPJ) No. 02.322.271/0001-99,
with head offices in the City of Xxxx Xxxxxx, State of Paraiba, at Xx. Xxxxxxxx
Xxxxxx, 0000 Xxxxxxxxxxx, herein represented according to its Bylaws;
TELERN CELULAR S/A, Concessionaire of the Band "A" - Cellular Mobile Service in
the State of Rio Grande do Norte, Corporate Taxpayer I.D. (CNPJ) No.
02.332.973/0001-53, with head office in the City of Natal, State of Rio Grande
do Norte, at Xx. Xxxxxx Xxxxxxx, 0000 - Xxxxx Nova, herein represented according
to its Bylaws;
TELECEARA CELULAR S/A, Concessionaire of the Band "A" - Cellular Mobile Service
in the State of Ceara, Corporate Taxpayer I.D. (CNPJ) No. 02.338.114/0001-71,
with head offices in the City of Fortaleza, State of Ceara, at Xx. Xxxxx xx
Xxxxxxx, 0000 - Xxxxxxxx
Xxxxxx, herein represented according to its Bylaws;
TELEPISA CELULAR S/A, Concessionaire of the Band "A" - Cellular Mobile Service
in the State of Piaui, Corporate Taxpayer I.D. (CNPJ) No. 02.368.412/0001-04,
with head office in the City of Teresina, State of Piaui, at Xx. Xxxx Xxxxxxx,
0000 - Centro, herein represented according to its Bylaws,
hereinafter referred to as CARRIERS; and
All of them hereinafter jointly referred to as PARTIES.
WHEREAS:
a) TELE NORDESTE controls the CARRIERS, which render Cellular Mobile Service -
SMC - in Concession Area 10, holding more than 70% of the capital in said
Companies;
b) TELE NORDESTE controls the CARRIERS as a result of the split-up (cisao)
process of Telecomunicacoes Brasileiras S/A -TELEBRAS.
b) TELE NORDESTE, by force of its Bylaws, must promote the expansion and
implementation of the cellular telephone service through its CARRIERS;
c) the contractual obligation assumed at the time the TELE NORDESTE Purchase and
Sales Agreement was signed (after privatization), in the sense that TELE
NORDESTE must ensure that its subsidiaries make the investments required to
maintain and improve services, always aiming to provide adequate services to its
users and the universalization of its services;
d) furthermore, that by force its Bylaws, TELE NORDESTE must carry out the
funding necessary for investments and promote personnel training;
e) that at the time of privatization, the CARRIERS possessed administrative
structures theoretically their own and independent but that, in practice were
directly bound and dependent on the administrative, accounting, financial and
even operational infrastructure of the Companies providing Fixed
Telecommunication Services;
f) that TELE NORDESTE has been receiving guidelines on how to administrate and
manage the business from its controlling shareholder, Telecom Italia Mobile, one
of the largest Cellular Mobile Service providers in the world, with vast and
proven international
experience;
g) that TELE NORDESTE transfers these guidelines and administrative knowledge to
the CARRIERS;
The PARTIES hereof decide to enter this MANAGEMENT AGREEMENT (the "AGREEMENT"),
according to the following clauses and conditions:
CLAUSE 1 - OBJECT
1.1 - The object of this AGREEMENT is to regulate the rendering of
administrative and managerial consulting services by TELE NORDESTE to the
CARRIERS, in order to enable them with the actions and instruments required to
manage within the private and free competition system, increasing economic
efficiency, and meeting the goals established in the Concession Contracts.
CLAUSE 2 - TELE NORDESTE'S OBLIGATIONS
2.2 - Further to other obligations defined herein and in Laws in force, TELE
NORDESTE's obligations are the following:
a) the organizational and strategic structuring of the CARRIERS, developing a
centralized management and directing the CARRIERS to meet the demands of a free
competition market;
b) to make the CARRIERS apt to meet the quality targets imposed in the
Concession Agreements and telecommunications regulations, looking for the
investments that are required to render adequate and fully satisfactory services
at its service consumers' and the community at large;
c) to provide adequate and necessary management required for the
economic-financial efficiency of CARRIERS, in order to permit an increase in
their value, benefiting their activities and shareholders;
d) to promote the analysis of existing or potential synergies, in order to
arrive at a common and continuously effective Marketing Plan;
e) to participate in the renegotiation of contracts with different suppliers,
agreeing to new
prices and payment conditions for the group of Companies and always bearing in
mind the status of being Companies that are part of the Telecom Italia Mobile
"group", in order to obtain better contractual conditions;
f) to participate in defining and implementing a centralized management and
financial control model, as well as to develop an integrated accounting, fiscal,
cost, budget, payroll and tariff system;
g) to develop an organizational structure to allow for the implementation of
managerial measures and strategies aimed at adequately managing Human Resources,
such as the selection and recruitment of personnel, remuneration plan, and
coworker commitment with goals and results of the Company, etc.;
h) to establish the business strategy, defining the physical and financial
goals, priorities, the allocation of resources, profitability of products and
services, maintaining market share, as well as the customer services model;
i) to transfer all the guidelines and experience related to managing and
administrating Cellular Mobile Service companies, obtained from Telecom Italia
Mobile, which is one of the largest mobile telephone service companies in the
world;
j) to promote coordinated actions among PARTIES to achieve the objectives of
this AGREEMENT, particularly to obtain market leadership and empower the Company
for the moment of significant competition and technological innovation.
CLAUSE 3 - OBLIGATIONS OF THE PARTIES OF THIS AGREEMENT
3.1. Further to the obligations defined herein, CARRIERS have the following
obligations:
a) to maintain TELE NORDESTE informed about all obligations they assume with
ANATEL and third parties;
b) to cooperate with TELE NORDESTE and the staff it appoints for executing the
activities agreed to herein;
c) to promptly pay all the remuneration installments and reimburse all expenses
due.
CLAUSE 4 - REMUNERATION
4.1 - For the rendering of activities object of this AGREEMENT, CARRIERS will
pay TELE NORDESTE a quarterly remuneration equivalent to one percent (1%) of
their Net Income in the period.
4.2 - To comply with item 4.1, Net Income shall be the gross income from the
sale of services and equipment of each Contracting Company, including added
value services and other services rendered, less applicable taxes levied on the
Contracting Company.
4.3 - Remuneration will be paid in the month following the end of the quarter in
which the remuneration was based, and observing the period of thirty days from
the date the invoice is submitted.
4.4 - The first remuneration will be based on the months of October, November
and December 2000.
4.5 - The invoices related to the billing shall specify the nature of the
activities executed in the period.
4.6 - In the case of any payment delay, the amount in arrears will incur a
two-percent (2%) fine and interest on arrears at the rate of one percent (1%)
per month.
4.7 - CARRIERS will be totally responsible for paying all taxes levied on the
transfer of amounts provided in item "4.1" of this Clause.
CLAUSE 5 - DURATION
5.11 - This Agreement becomes effective on October 01, 2000 and terminates on
September 30, 2003.
5.2 - After the three years of initial duration, this agreement will be
considered automatically renewed for successive periods of twelve (12) month.
CLAUSE 6 - TERMINATION
6.1 - This Agreement may be terminated by any of the PARTIES, provided that the
party interested in the termination notifies the other party of its intention at
least thirty (30) days in advance.
CLAUSE 7 - CONFIDENTIALITY
7.1 - The PARTIES undertake to maintain in strict confidence any data or
information to which they may have access to as a result and for purposes of
executing the object of this AGREEMENT. The PARTIES assume full responsibility
for any damages and/or losses resulting from violating this provision.
CLAUSE 8 - SUCCESSION
8.1 - This AGREEMENT will be binding upon the parties and its successors, and in
case of company succession, by any of its forms, all rights and obligations
assumed herein are subrogated to the succeeding entity.
CLAUSE 9 - VENUE
9.1 - To solve any controversies resulting herefrom, the PARTIES elect the court
of the Judicial District of Recife, State of Pernambuco, renouncing any other
however privileged it may be.
IN WITNESS WHEREOF, the PARTIES sign this AGREEMENT in two (02) counterparts of
equal content and form in the presence of two witnesses who also sign below.
Recife, May 02, 2001.
(Signatures)
Tele Nordeste Celular Participacoes S/A
