SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO
RULE 13a-16 OR 15d-16 OF THE SECURITIES EXCHANGE
ACT OF 1934
FOR THE MONTH OF SEPTEMBER 2002
(Commission File No. 001-14489)
TELE CENTRO OESTE CELULAR PARTICIPACOES S.A.
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(Exact name of registrant as specified in its charter)
TELE CENTRO OESTE CELLULAR HOLDING COMPANY
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(Translation of registrant's name in English)
SCS-QUADRA 2, BLOCO C, EDIFICIO ANEXO-TELEBRASILIA CELULAR
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-7 ANDAR, BRASILIA, D.F.
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FEDERATIVE REPUBLIC OF BRAZIL
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(Address of Principal Executive Offices)
(Indicate by check mark whether the registrant files or will file
annual reports under cover of Form 20-F or Form 40-F.)
Form 20-F X Form 40-F
--- ---
(Indicate by check mark whether the registrant by
furnishing the information contained in this form
is also thereby furnishing the information to the
Commission pursuant to Rule 12g3-2(b) under the
Securities Exchange Act of 1934.)
Yes No X
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INDENTURE OF THE 1ST PRIVATE ISSUE OF SIMPLE DEBENTURES (NON-CONVERTIBLE INTO
SHARES) OF FIXCEL S.A.
On the terms of the present private document:
(i) FIXCEL S.A., a corporation headquartered at RUA DA SANTA CLARA, 49, 2
ANDAR, SALA 3, CENTRO, in the city of Sorocaba, in the state of Sao
Paulo, registered with the Brazilian tax roll under number
02792099/0001-37, herein represented in the terms of its corporate
Bylaws, (henceforward referred to as "ISSUER"); and
(ii) SPLICE DO BRASIL TELECOMUNICACOES E ELETRONICA S.A., headquartered at
AV. JUSCELINO KUBITSCHEK DE OLIVEIRA 154, in the city of Votorantim,
in the state of Sao Paulo, registered with the Brazilian tax roll
under number 45397007/0001-27, herein represented in the terms of its
corporate Bylaws, (henceforward referred to as "INTERVENIENT
GUARANTOR"),
HEREBY AND LAWFULLY ENTER INTO THE PRESENT INDENTURE OF THE 1ST PRIVATE ISSUE OF
SIMPLE DEBENTURES (NON-CONVERTIBLE INTO SHARES) OF FIXCEL S.A., (HENCEFORWARD
REFERRED TO AS "INDENTURE"), CONTAINING THE FOLLOWING CLAUSES AND CONDITIONS:
CLAUSE I - AUTHORIZATION
The present INDENTURE is celebrated based on the resolution adopted at the
Extraordinary Meeting of Shareholders held by the ISSUER on July 02, 2002.
CLAUSE II - REQUIREMENTS
The 1st issue of debentures (henceforward referred to as the "ISSUE"), will be
effected observing the following requirements:
2.1. Filing and Publication
The minutes of the General Extraordinary Shareholders Meeting in which the
present ISSUE was decided will be filed with the Board of Trade of the
State of Sao Paulo and published in the Diario Oficial of the State of Sao
Paulo and in the Diario do Comercio & Industria.
2.2. Registration of the INDENTURE
The INDENTURE will be registered with the Board of Trade of the State of
Sao Paulo.
CLAUSE III - CHARACTERISTICS OF THE DEBENTURES
The Debentures will be the object of a private subscription with no
intermediation of any financial institution belonging to the securities
distribution system and shall observe the following characteristics and
conditions:
3.1. Total Value of the Issue
The Debentures will be issued in the total value of R$ 500,000,000.00 (five
hundred million Brazilian Reais), at the Date of Issue.
3.2. Unit Par Value
The Debentures' Unit Par Value will be R$ 1,000,000.00 (one million
Brazilian Reais) at the Date of Issue.
3.3. Serial Number
The Issue will be effected in one single series.
3.4. Number of Debentures
Five hundred (500) Debentures will be issued in private subscription.
3.5. Date of Issue
For all legal purposes the Date of Issue of the Debentures will be July 02,
2002.
3.6. Maturity Date
The Debentures will mature in 360 (three hundred and sixty) days as of the
Date of Issue, therefore maturing on June 27, 2003, date on which the
entire principal amount of the Debentures will be paid together with the
value of the payable Remuneration, as provided by the present INDENTURE.
3.7. Form
The Debentures will be issued on a nominative basis, with the issue of
certificates representing the Debentures. For all legal purposes, the
holders of the Debentures shall have to prove their ownership by means of
their registration in the Debentures Registry Book.
3.8. Convertibility into Shares
The Debentures will be of the simple type, non-convertible into shares
issued by the ISSUER and non-exchangeable for shares of other companies
held by the ISSUER.
3.9. Sort
The Debentures of this ISSUE will be of the floating-guarantee sort, as
provided in Article 58 of Law 6404/76.
3.9.1. Guarantee:
The Debentures will have the additional guaranty of the INTERVENIENT
GUARANTOR, who commits to pay any and all obligations assumed on the
part of the ISSUER relative to the Debentures pursuant to the terms of
this INDENTURE, and expressly waives all benefits described under
Articles 1491, 1493 and 1503 of the Brazilian Civil Code and Articles
261 and 262 of the Brazilian Commercial Code, and shall be held
solely responsible until the final liquidation of the Debentures.
3.10. Inflation Adjustment
The Debentures will not have their face value restated for inflation
adjustment.
3.11. Remuneration
3.11.1. The Debentures will be entitled to Conventional Interest calculated
considering the average daily rate of Interfinancial Deposits made in
one day called "TAXA DI OVER EXTRA GRUPO", expressed as an annual
percentage on a 252-day (two hundred and fifty-two day) basis,
calculated and released by the CETIP - CENTRAL DE CUSTODIA E DE
LIQUIDACAO FINANCEIRA DE TITULOS, henceforward referred to as "TAXA
DI", plus a supplementary 2% (two percent) PER ANNUM, on a 252-day (two
hundred and fifty-two day) basis.
The Conventional Interest will accrue exponentially PRO RATA TEMPORIS
on consecutive days and will apply to the Unit Nominal Value of the
Debentures from the Date of Issue through the Maturity Date, which is
the date of effective payment concurrently with the principal value of
the Debentures.
3.11.2. Interest will be calculated using the following formula:
JR = VN x {[(f1 x f2 ... x fj) x S] - 1}
where,
JR = value of the Conventional Interest payable at the maturity date of
the Debentures;
VN = Unit Face Value of the Debenture at the start of the
Capitalization Period (as defined below);
(f1 x f2....x fj) = variation factor accrued from the TAXA DI,
capitalized from the surcharge, between the first date and the last
date of the "Capitalization Period" of the Conventional Interest. Terms
f1, f2, fj will be obtained according to the formula below:
1
---
252
TAXADIj
fj = [(1 + -------) ]
100
where,
fj = TAXA DI factor referring to day j;
Taxa DIj = TAXA DI as an annual percentage, considering 252-day base,
calculated and released by the CETIP referring to day j;
S = final annual surcharge factor on a 252-day base, calculated using
the formula below:
du
---
252
b
S = [(1 + ---) ]
100
where:
b = value of the surcharge defined by the ISSUER (2%), expressed as an
annual percentage.
du = number of workdays in the Capitalization period.
3.11.3. The Capitalization Period is defined as the time interval during which
the conditions for remuneration of the Debentures established by the
ISSUER in this INDENTURE are to remain unaltered.
a. The Capitalization Period will start at the Date of Issue and will
finish at the Maturity Date, including the first day and excluding
the last day.
b. The Debentures will be remunerated by 100 % (one hundred percent)
of the TAXA DI plus a supplementary 2% (two percent) PER ANNUM.
3.11.4. If at the date of maturity of any pecuniary obligations on the part of
the ISSUER the TAXA DI is not released by the CETIP, the last TAXA DI
released up to 10 (ten) days prior to the expiration of the obligation
will be applied, and no compensations between the ISSUER and the
debenture holder will be payable when the TAXA DI that should
originally be applied is eventually released. In case the TAXA DI is
not released for more than 10 (ten) days prior to the expiration date
of the corresponding obligation, the conditions described in the
paragraphs above as to the definition of the new parameter for
Remuneration of Debentures will be applied.
3.11.5. In case of extinction or legal impossibility of applying the TAXA DI to
the Debentures, it will be substituted by a legal parameter to be
defined, if any. If there is no legal substitute, the ISSUER and the
Debenture holder will meet in assembly within the maximum period of 30
(thirty) days counting from the determinant event to define the new
parameter to be used for Remuneration of Debentures, observing all
applicable regulations.
3.11.6. When no legal criteria is provided as to the previous item, the ISSUER
and the Debenture holder shall define the Remuneration to which the
Debentures will be entitled in the period comprised between the date of
the last calculated Remuneration and the date of the last determined
Remuneration and the date of the above-mentioned agreement.
3.11.7. When there is no agreement as to the new Remuneration between the
holder of Debentures and the ISSUER, the latter is obliged to redeem
all of the Debentures within the maximum period of 30 (thirty) days
counting from the date of the assembly jointly held by the parts
attempting to agree, at their Unit Face Value plus the Remuneration
owed up to the date of redemption, calculated PRO RATA TEMPORIS as of
the Date of Issue.
3.12. Subscription Price and Payment
Debentures will be subscribed at their Unit Face Value plus the
Remuneration calculated PRO RATA TEMPORIS between the Date of Issue and the
date of payment, as provided by CLAUSE III, item 3.11 of the present
INDENTURE.
The Debentures shall be paid in cash and in Brazilian currency, or by means
of credits against the ISSUER used upon subscription.
3.13. Trade
The ISSUE will not be registered for trade in stock exchanges or in any
entity in the organized over-the-counter market, and all negotiations of
Debentures are limited to private transactions carried out between
interested parties.
3.14. Place of Payment
Any and every payment rightly owed to the Debentures will be made: (i) at
the ISSUER's headquarters; or, (ii) intermediated by a financial
institution contracted for this purpose.
3.15. Extension of Terms
The terms referring to the payments of any and every obligation on any
part, including the holders of Debentures when it comes to the payment of
the subscription price, will be extended up to the first subsequent
business day, with no arrear addition to the values payable, when the
due-date falls on a date when banks and businesses do not operate in the
locations where the Debentures are to be paid or in the city of Sorocaba,
in the Brazilian state of Sao Paulo.
3.16. Arrear Charges
Upon delinquency of any payment of amounts due to the holder of debentures,
the debts past due will be subject to monthly arrear charges of 2% (two
percent) and monthly arrear interest of 1% (one percent), applied to the
delinquent debts over the period comprised between the first date of
delinquency to the date of effective payment, independently of any notice,
notification, judicial summons or extra-judicial communication.
3.17. Lapsing of the Rights to Additions
With no loss or limitation to the dispositions provided in the previous
item, failure by the holder of debentures to claim the value corresponding
to any pecuniary obligation on the part of the ISSUER on the dates provided
in the present INDENTURE, will imply in the loss of the right to receive
remuneration and/or default charges relative to the period corresponding to
the delay in payment, while the right accrued up to the date of the
corresponding due-date will be assured.
3.18. Publicity
All the acts and decisions in any way involving the interests of the holder
of Debentures shall always and necessarily be disclosed in writing
immediately after knowledge of the fact to be disclosed, and the ISSUER is
to expressly notify holders of Debentures on any publication.
3.19. Communication
The communications to be sent by any of the parts in the terms of the
present INDENTURE shall be considered delivered when received under
official register or bearing "note of receipt" issued by the Brazilian Post
Office, under protocol or by telegram, at the addresses mentioned in the
qualification above. All communications made by facsimile or by electronic
mail will be regarded as received at the date of their delivery, as long as
their receipt is confirmed by receipt issued by the machine used by the
sender. The corresponding originals should be forwarded in no more than 5
(five) days after delivery of the message.
CLAUSE IV - PURCHASE OR REDEMPTION OF DEBENTURES BY THE COMPANY
4.1. Optional Acquisition
The outstanding Debentures can be purchased by the ISSUER at any time. In
this case, the Debentures purchased by the ISSUER may be cancelled, remain
in the ISSUER's treasury or again privately placed in the market.
4.2. Early Redemption
The ISSUER has the right to anticipate the total or partial redemption of
the Debentures issued under this INDENTURE, in this latter case by means of
a conscript with payment of the payable outstanding debt. In the case of
partial redemption, the company is required to inform the conscripted
holder(s) of Debentures of the decision to redeem. Decision to redeem
should be taken in Extraordinary Meeting of Shareholders, or, if
authorized, by the ISSUER's board of directors and disclosed to the
holder(s) of Debentures by means of specific notice no more than 5 (five)
work days prior to the date of redemption. The redeemed Debentures will
necessarily be cancelled.
4.3. Early Maturity
The holder of Debentures shall declare as due all the obligations resulting
from the Debentures and demand immediate payment by the ISSUER of their
Unit Face Value, plus Remuneration and loads, regardless of any
notification, judicial summons or notification, in case of occurrence of
the following events:
a) failure to pay the principal amount and/or the Remuneration on the due
date, not settled within 30 (thirty) days;
b) liquidation or filing for bankruptcy on the part of the ISSUER;
c) preventive composition with creditors proposed by the ISSUER;
d) the lawful and restated protest of securities with values above R$
20,000,000.00 (twenty million Brazilian Reais) against the ISSUER which
are not resolved within a period of 30 (thirty) days as of the written
notification sent to the ISSUER by the holder of the Debentures, with
the exception of those protests effected by mistake or MALA FIDE, as
long as it can be effectively proved by the ISSUER;
e) early maturity of any of the ISSUER's debt as a result of breach of
contract, which amount can in any way harm the observance of the
ISSUER's pecuniary obligations provided in the present INDENTURE; and,
f) alienation, on the part of the ISSUER, of commodities of its assets
worth more than R$ 150,000,000.00 (one hundred and fifty million
Brazilian Reais).
CLAUSE V - ADDITIONAL OBLIGATIONS OF THE ISSUER
The ISSUER is additionally obliged to:
a) Provide the holder of Debentures with the following:
a.1) within a maximum period of 90 (ninety) days after termination of
each fiscal year, copies of all its financial statements relative
to the corresponding fiscal year, together with the Administrative
Report and the Independent Auditors' Report;
a.2) with a minimum previous notice of 3 (three) business days,
notification of call for attendance to any General Meeting of
Shareholders, with the prompt provision of copies of all the
minutes of all the General Meeting of Shareholders, as well as the
date and the order of the day of the Assembly to be held and of
all the Board Meetings;
a.3) on the same date of their publications, the acts and resolutions
referred to under Item 3.18, above;
a.4) immediately, any information that may be relevant to the present
ISSUE;
a.5) copy of any mail or judicial summons or extra-judicial
communication received by the ISSUER and relative to an event of
delinquency, immediately after its receipt;
a.6) proof of observance of its obligations before the holder of
Debentures within the maximum period of 5 (five) days counting
from the respective due date;
a.7) information relative to the occurrence of any of the events
mentioned under Item 4.3 of CLAUSE IV, immediately after its
incidence;
b) Adequately publish the economic and financial data, as provided by Law
number 6404/76, promoting the publication of its annual financial
statements;
c) Keep its accounting updated and effect the corresponding registries
according to accounting principles generally accepted in Brazil, and
allow the holder of Debentures or its legal representative to have
unlimited access to the ISSUER's accounting books and any other
accounting registries;
d) Call the holder of Debentures, in the form provided under 7.1 of the
present INDENTURE, in order to decide on any matters directly or
indirectly related to the present ISSUE;
e) Submit, in the form provided by law, its statements and balance sheets
for examination by an independent audit company;
f) Maintain an adequately operational department to efficiently assist the
holder of Debentures;
g) Not conduct operations outside the scope of its corporate purpose,
observing all applicable statutory, legal and regulatory dispositions;
h) Notify the holder of Debentures of any act or fact which may cause the
interruption or the suspension of the ISSUER's activities;
i) Not pay dividends, except for the conditions specified under Article
202 of Law 6404/76, or any other participation provided by the bylaws,
when in default concerning the payment of any values relative to the
Debentures and owed to the holder of Debentures; such restriction shall
cease immediately after the default has been resolved; and
j) Keep its assets adequately secured, in accordance with current
principles.
CLAUSE VII - GENERAL MEETING OF DEBENTURE HOLDERS
7.1. Call
The General Meeting of Debenture Holders can be called by the ISSUER or by
those holders of Debentures representing a minimum of 10% (ten percent), of
the outstanding Debentures.
7.2. Installation Quorum
The Assembly shall be installed upon a first call with the presence of the
holders of Debentures representing a minimum of half of the outstanding
Debentures and upon a second call with any number of Debenture holders.
7.3. Board
The Assembly shall be presided by the Debenture holder elected by the
owners of the Debentures.
7.4. Quorum for Deliberation
For purposes of deliberation in the Assembly, each Debenture will have the
right to one vote. Decisions will be made by the majority of the present
holders, except for purposes of modifying the condition of the Debentures,
which shall be decided by holders of Debentures representing at least 2/3
(two thirds) of the outstanding securities.
7.4.1. In case any amendments to the conditions result from a proposal by the
ISSUER, the ISSUER is automatically obliged to immediately purchase, at
the choice of the Debenture holders not accepting the new conditions,
all the Debentures consequential to the ISSUE, at the face value of the
Debentures, plus the remuneration calculated PRO RATA TEMPORIS and
defined for the due period, calculated from the Date of Issue and the
date of its effective payment.
CLAUSE VIII - DECLARATIONS AND GUARANTEES
The ISSUER declares and guarantees the following to all holders of Debentures:
a) It is duly authorized to celebrate this INDENTURE and to observe all the
obligations provided herein, and it has met all the legal and statutory
requirements required for such purposes;
b) the execution of this INDENTURE and the full observance of its obligations
provided herein do not infringe any obligation previously assumed by the ISSUER;
c) this INDENTURE constitutes a legal, valid, and binding obligation to the
ISSUER, enforceable according to its terms and conditions;
d) the execution of the INDENTURE and the ISSUE do not infringe any legal
disposition, contract or instrument of which the ISSUER is part, nor will it
result in: (i) early maturity of any obligation established in any of the
above-mentioned contracts or instruments, (ii) creation of any burden or
obligation on any asset belonging to the ISSUER, except those already existing
on the present date or (iii) cancellation of any of the above-mentioned
contracts or instruments;
e) the ISSUER's financial statements relative to the last completed fiscal year
and to the immediately preceding fiscal year accurately represent the equity and
financial position of the ISSUER and were prepared strictly in accordance with
accounting principles generally accepted in Brazil;
f) the ISSUER is in observance of laws, regulations, administrative norms and
provisions stipulated by government bodies or agencies and courts, applicable to
the conduct of its business; and
g) there is no legal suit, administrative or arbitral proceeding, inquiry or any
other type of governmental investigation that may cause relevant adverse impact
on the ISSUER, on its financial position or other, as well as on its activities.
CLAUSE IX - GENERAL DISPOSITIONS
9.1. Waiver
No waiver to the rights resulting from the present INDENTURE is presumed.
Therefore, no delay, omission, or autonomy in the exercise of any rights or
faculties appertaining to the holders of Debentures as a result of any
delinquency on the part of the ISSUER shall compromise the exercise of such
rights or faculties, nor shall be interpreted as a waiver to those rights,
nor shall constitute the renewal or precedent concerning any other type of
delinquency or delay.
9.2. Forum
The parties elect the Forum of the City of Sorocaba, in the State of Sao
Paulo to settle any doubts or controversies arising from or in connection
with this INDENTURE, waiving any other forum, however privileged.
The parties are in full agreement and sign the present document in 2 (two)
copies of equal meaning and form, together with 2 (two) witnesses who also
sign hereunder.
Sorocaba, July 02, 2002
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FIXCEL S.A. (ISSUER)
MARCO ANTONIO BELDI - VICE PRESIDENT
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SPLICE DO BRASIL TELECOMUNICACOES E ELETRONICA S.A.
INTERVENIENT GUARANTOR
ANTONIO ROBERTO BELDI - PRESIDENT
WITNESSES:
--------------------------
NAME: EDIVALDO FERREIRA PORTELA
CI: 5.522.239 - SSP/SP
CPF: 959.886.968-72
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NAME: MITSUL SUZUKI
CI: 7.311.078-4 - SSP/SP
CPF: 673.803.448-20
JUCESP N ED000013-9/000 DE 30/07/2002
GENERAL SECRETARY: JOSE DARKIMAN TRIGO
INDENTURE OF THE 2ND PRIVATE ISSUE OF SIMPLE DEBENTURES (NON-CONVERTIBLE INTO
SHARES), OF THE FLOATING GUARANTEE SORT, OF FIXCEL S.A.
On the terms of the present private document:
(iii) FIXCEL S.A., a corporation headquartered at RUA DA SANTA CLARA, 49, 2
ANDAR, SALA 3, CENTRO, in the city of Sorocaba, in the state of Sao
Paulo, registered with the Brazilian tax roll under number
02792099/0001-37, herein represented in the terms of its corporate
Bylaws, (henceforward referred to as "ISSUER"); and
(iv) Splice do Brasil Telecomunicacoes e Eletronica S.A., headquartered at
AV. JUSCELINO KUBITSCHEK DE OLIVEIRA 154, in the city of Votorantim,
in the state of Sao Paulo, registered with the Brazilian tax roll
under number 45397007/0001-27, herein represented in the terms of its
corporate Bylaws, (henceforward referred to as "INTERVENIENT
GUARANTOR"),
HEREBY AND LAWFULLY ENTER INTO THE PRESENT INDENTURE OF THE 2ND PRIVATE ISSUE OF
SIMPLE DEBENTURES (NON-CONVERTIBLE INTO SHARES), OF THE FLOATING GUARANTEE SORT,
OF FIXCEL S.A., (HENCEFORWARD REFERRED TO AS "INDENTURE"), CONTAINING THE
FOLLOWING CLAUSES AND CONDITIONS:
CLAUSE I - AUTHORIZATION
The present INDENTURE is celebrated based on the resolution adopted at the
Extraordinary Meeting of Shareholders held by the ISSUER on August 13, 2002.
CLAUSE II - REQUIREMENTS
The 2nd issue of Debentures (henceforward referred to as the "ISSUE"), will be
effected observing the following requirements:
2.1. Filing and Publication
The minutes of the General Extraordinary Shareholders Meeting in which the
present ISSUE was decided will be filed with the Board of Trade of the
State of Sao Paulo and published in the Diario Oficial of the State of Sao
Paulo and in the Diario do Comercio & Industria.
2.2. Registration of the Indenture
The INDENTURE will be registered with the Board of Trade of the State of
Sao Paulo.
CLAUSE III - CHARACTERISTICS OF THE DEBENTURES
The Debentures will be the object of a private subscription with no
intermediation of any financial institution belonging to the securities
distribution system and shall observe the following characteristics and
conditions:
3.1. Total Value of the Issue
The Debentures will be issued in the total value of R$ 190,000,000.00 (one
hundred and ninety million Brazilian Reais), at the Date of Issue.
3.2. Unit Par Value
The Debentures' Unit Par Value will be R$ 1,000,000.00 (one million
Brazilian Reais) at the Date of Issue.
3.3. Serial Number
The Issue will be effected in one single series.
3.4. Number of Debentures
One hundred and ninety (190) Debentures will be issued in private
subscription.
3.5. Date of Issue
For all legal purposes the Date of Issue of the Debentures will be August
13, 2002.
3.6. Maturity Date
The Debentures will mature in 360 (three hundred and sixty) days as of the
Date of Issue, therefore maturing on August 08, 2003, date on which the
entire principal amount of the Debentures will be paid together with the
value of the payable Remuneration, as provided by the present INDENTURE.
3.7. Form
The Debentures will be issued on a nominal basis, with the issue of
certificates representing the Debentures. For all legal purposes, the
holders of the Debentures shall have to prove their ownership by means of
their registration in the Debentures Registry Book.
3.8. Convertibility into Shares
The Debentures will be of the simple type, non-convertible into shares
issued by the ISSUER and non-exchangeable for shares of other companies
held by the ISSUER.
3.9. Sort
The Debentures of this ISSUE will be of the floating-guarantee sort, as
provided in Article 58 of Law 6404/76.
3.9.1. Guarantee
The Debentures will have the guaranty of the INTERVENIENT GUARANTOR,
who commits to pay any and all obligations assumed on the part of the
ISSUER relative to the Debentures pursuant to the terms of this
INDENTURE, and expressly waives all benefits described under Articles
1491, 1493 and 1503 of the Brazilian Civil Code and Articles 261 and
262 of the Brazilian Commercial Code, and shall be held solely
responsible until the final liquidation of the Debentures.
3.10. Inflation Adjustment
The Debentures will not have their face value restated for inflation
adjustment.
3.11. Remuneration
3.11.2. The Debentures will be entitled to Conventional Interest calculated
considering the average daily rate of Interfinancial Deposits made in
one day called "TAXA DI OVER EXTRA GRUPO", expressed as an annual
percentage on a 252-day (two hundred and fifty-two day) basis,
calculated and released by the CETIP - CENTRAL DE CUSTODIA E DE
LIQUIDACAO FINANCEIRA DE TITULOS, henceforward referred to as "TAXA
DI", plus a supplementary 2% (two percent) PER ANNUM, on a 252-day (two
hundred and fifty-two day) basis.
The Conventional Interest will accrue exponentially PRO RATA TEMPORIS on
consecutive days and will apply to the Unit Nominal Value of the Debentures from
the Date of Issue to the Maturity Date, which is the date of effective payment
concurrently with the principal value of the Debentures.
3.11.2. Interest will be calculated using the following formula:
JR = VN x {[(f1 x f2 ... x fj) x S] - 1}
where,
JR = value of the Conventional Interest payable at the maturity date of
the Debentures;
VN = Unit Face Value of the Debenture at the start of the
Capitalization Period (as defined below);
(f1 x f2....x fj) = variation factor accrued from the TAXA DI,
capitalized from the surcharge, between the first date and the last
date of the "Capitalization Period" of the Conventional Interest. Terms
f1, f2, fj will be obtained according to the formula below:
1
---
252
TAXADIj
fj = [(1 + -------) ]
100
where,
fj = TAXA DI factor referring to day j;
Taxa DIj = TAXA DI as an annual percentage, considering 252-day base,
calculated and released by the CETIP referring to day j;
S = final annual surcharge factor on a 252-day base, calculated using
the formula below:
du
---
252
b
S = [(1 + ---) ]
100
where:
b = value of the surcharge defined by the ISSUER (2%), expressed as an
annual percentage.
du = number of workdays in the Capitalization period.
3.11.3. The Capitalization Period is defined as the time interval during which
the conditions for remuneration of the Debentures established by the
ISSUER in this INDENTURE are to remain unaltered.
c. The Capitalization Period will start at the Date of Issue and
will finish at the Maturity Date, including the first day and
excluding the last day.
d. In the Capitalization Period the Debentures will be remunerated by
100 % (one hundred percent) of the TAXA DI plus a supplementary 2%
(two percent) PER ANNUM.
3.11.4. If at the date of maturity of any pecuniary obligations on the part of
the ISSUER the TAXA DI is not released by the CETIP, the last TAXA DI
released up to 10 (ten) days prior to the expiration of the obligation
will be applied, and no compensations between the ISSUER and the
debenture holder will be payable when the TAXA DI that should
originally be applied is eventually released. In case the TAXA DI is
not released for more than 10 (ten) days prior to the expiration date
of the corresponding obligation, the conditions described in the
paragraphs above as to the definition of the new parameter for
Remuneration of Debentures will be applied.
3.11.5. In case of extinction or legal impossibility of applying the TAXA DI to
the Debentures, it will be substituted by a legal parameter to be
defined, if any. If there is no legal substitute, the ISSUER and the
Debenture holder will meet in assembly within the maximum period of 30
(thirty) days counting from the determinant event to define the new
parameter to be used for Remuneration of Debentures, observing all
applicable regulations.
3.11.6. When no legal criteria is provided as to the previous item, the ISSUER
and the Debenture holder shall define the Remuneration to which the
Debentures will be entitled in the period comprised between the date of
the last calculated Remuneration and the date of the last determined
Remuneration and the date of the above-mentioned agreement.
3.11.7. When there is no agreement as to the new Remuneration between the
holder of Debentures and the ISSUER, the latter is obliged to redeem
all of the Debentures within the maximum period of 30 (thirty) days
counting from the date of the assembly jointly held by the parts
attempting to agree, at their Unit Face Value plus the Remuneration
owed up to the date of redemption, calculated PRO RATA TEMPORIS as of
the Date of Issue.
3.12. Subscription Price and Payment
Debentures will be subscribed at their Unit Face Value plus the
Remuneration calculated PRO RATA TEMPORIS between the Date of Issue and the
date of payment, as provided by CLAUSE III, item 3.11 of the present
INDENTURE.
The Debentures shall be paid in cash and in Brazilian currency, or by means
of credits against the ISSUER used upon subscription.
3.13. Trade
The ISSUE will not be registered for trade in stock exchanges or in any
entity in the organized over-the-counter market, and all negotiations of
Debentures are limited to private transactions carried out between
interested parties.
3.14. Place of Payment
Any and every payment rightly owed to the Debentures will be made: (i) at
the ISSUER's headquarters; or, (ii) intermediated by a financial
institution contracted for this purpose.
3.15. Extension of Terms
The terms referring to the payments of any and every obligation on any
part, including the holders of Debentures when it comes to the payment of
the subscription price, will be extended up to the first subsequent
business day, with no arrear addition to the values payable, when the
due-date falls on a date when banks and businesses do not operate in the
locations where the Debentures are to be paid or in the city of Sorocaba,
in the Brazilian state of Sao Paulo.
3.16. Arrear Charges
Upon delinquency of any payment of amounts due to the holder of debentures,
the debts past due will be subject to monthly arrear charges of 2% (two
percent) and monthly arrear interest of 1% (one percent), applied to the
delinquent debts over the period comprised between the first date of
delinquency to the date of effective payment, independently of any notice,
notification, judicial summons or extra-judicial communication.
3.17. Lapsing of the Rights to Additions
With no loss or limitation to the dispositions provided in the previous
item, failure by the holder of Debentures to claim the value corresponding
to any pecuniary obligation on the part of the ISSUER on the dates provided
in the present INDENTURE, will imply in the loss of the right to receive
remuneration and/or default charges relative to the period corresponding to
the delay in payment, while the right accrued up to the date of the
corresponding due-date will be assured.
3.18. Publicity
All the acts and decisions in any way involving the interests of the holder
of Debentures shall always and necessarily be disclosed in writing
immediately after knowledge of the fact to be disclosed, and the ISSUER is
to expressly notify holders of Debentures on any publication.
3.19. Communication
The communications to be sent by any of the parts in the terms of the
present INDENTURE shall be considered delivered when received under
official register or bearing "note of receipt" issued by the Brazilian Post
Office, under protocol or by telegram, at the addresses mentioned in the
qualification above. All communications made by facsimile or by electronic
mail will be regarded as received at the date of their delivery, as long as
their receipt is confirmed by receipt issued by the machine used by the
sender. The corresponding originals should be forwarded in no more than 5
(five) days after delivery of the message.
CLAUSE IV - PURCHASE OR REDEMPTION OF DEBENTURES BY THE COMPANY
4.1. Optional Acquisition
The outstanding Debentures can be purchased by the ISSUER at any time. In
this case, the Debentures purchased by the ISSUER may be cancelled, remain
in the ISSUER's treasury or again privately placed in the market.
4.2. Early Redemption
The ISSUER has the right to anticipate the total or partial redemption of
the Debentures issued under this INDENTURE, in this latter case by means of
a conscript with payment of the payable outstanding debt. In the case of
partial redemption, the company is required to inform the conscripted
holder(s) of Debentures of the decision to redeem. Decision to redeem
should be taken in Extraordinary Meeting of Shareholders, or, if
authorized, by the ISSUER's board of directors and disclosed to the
holder(s) of Debentures by means of specific notice no more than 5 (five)
work days prior to the date of redemption. The redeemed debentures will
necessarily be cancelled.
4.3. Early Maturity
The holder of Debentures shall declare as due all the obligations resulting
from the Debentures and demand immediate payment by the ISSUER of their
Unit Face Value, plus Remuneration and loads, regardless of any
notification, judicial summons or notification, in case of occurrence of
the following events:
a) failure to pay the principal amount and/or the Remuneration on the due
date, not settled within 30 (thirty) days;
b) liquidation or filing for bankruptcy on the part of the ISSUER;
c) preventive composition with creditors proposed by the ISSUER;
d) the lawful and restated protest of securities with values above R$
20,000,000.00 (twenty million Brazilian Reais) against the ISSUER which
are not resolved within a period of 30 (thirty) days as of the written
notification sent to the ISSUER by the holder of the Debentures, with
the exception of those protests effected by mistake or MALA FIDE, as
long as it can be effectively proved by the ISSUER;
e) early maturity of any of the ISSUER's debt as a result of breach of
contract, which amount can in any way harm the observance of the
ISSUER's pecuniary obligations provided in the present INDENTURE; and,
f) alienation, on the part of the ISSUER, of commodities of its assets
worth more than R$ 150,000,000.00 (one hundred and fifty million
Brazilian Reais).
CLAUSE V - ADDITIONAL OBLIGATIONS OF THE ISSUER
The ISSUER is additionally obliged to:
a) Provide the holder of Debentures with the following:
a.1) within a maximum period of 90 (ninety) days after termination of
each fiscal year, copies of all its financial statements relative
to the corresponding fiscal year, together with the Administrative
Report and the Independent Auditors' Report;
a.2) with a minimum previous notice of 3 (three) business days,
notification of call for attendance to any General Meeting of
Shareholders, with the prompt provision of copies of all the
minutes of all the General Meeting of Shareholders, as well as the
date and the order of the day of the Assembly to be held and of
all the Board Meetings;
a.3) on the same date of their publications, the acts and resolutions
referred to under Item 3.18, above;
a.4) immediately, any information that may be relevant to the present
ISSUE;
a.5) copy of any mail or judicial summons or extra-judicial
communication received by the ISSUER and relative to an event of
delinquency, immediately after its receipt;
a.6) proof of observance of its obligations before the holder of
Debentures within the maximum period of 5 (five) days counting
from the respective due date;
a.7) information relative to the occurrence of any of the events
mentioned under Item 4.3 of CLAUSE IV, immediately after its
incidence;
b) Adequately publish the economic and financial data, as provided by Law
number 6404/76, promoting the publication of its annual financial
statements;
c) Keep its accounting updated and effect the corresponding registries
according to accounting principles generally accepted in Brazil, and
allow the holder of Debentures or its legal representative to have
unlimited access to the ISSUER's accounting books and any other
accounting registries;
d) Call the holder of Debentures, in the form provided under 7.1 of the
present INDENTURE, in order to decide on any matters directly or
indirectly related to the present ISSUE;
e) Submit, in the form provided by law, its statements and balance sheets
for examination by an independent audit company;
f) Maintain an adequately operational department to efficiently assist the
holder of Debentures;
g) Not conduct operations outside the scope of its corporate purpose,
observing all applicable statutory, legal and regulatory dispositions;
h) Notify the holder of Debentures of any act or fact which may cause the
interruption or the suspension of the ISSUER's activities;
i) Not pay dividends, except for the conditions specified under Article
202 of Law 6404/76, or any other participation provided by the bylaws,
when in default concerning the payment of any values relative to the
Debentures and owed to the holder of Debentures; such restriction shall
cease immediately after the default has been resolved; and
j) Keep its assets adequately secured, in accordance with current
principles.
CLAUSE VI - GENERAL MEETING OF DEBENTURE HOLDERS
6.1. Call
The General Meeting of Debenture Holders can be called by the ISSUER or by
those holders of debentures representing a minimum of 10% (ten percent), of
the outstanding Debentures.
6.2. Installation Quorum
The Assembly shall be installed upon a first call with the presence of the
holders of Debentures representing a minimum of half of the outstanding
Debentures and upon a second call with any number of Debenture holders.
6.3. Board
The Assembly shall be presided by the Debenture holder elected by the
holders of the Debentures.
6.4. Quorum for Deliberation
For purposes of deliberation in the Assembly, each Debenture will have the
right to one vote. Decisions will be made by the majority of the present
holders, except for purposes of modifying the condition of the Debentures,
which shall be decided by holders of Debentures representing at least 2/3
(two thirds) of the outstanding securities.
6.4.1. In case any amendments to the conditions result from a proposal by the
ISSUER, the ISSUER is automatically obliged to immediately purchase,
at the choice of the Debenture holders not accepting the new
conditions, all the debentures consequential to the ISSUE, at the face
value of the Debentures, plus the remuneration calculated PRO RATA
TEMPORIS and defined for the due period, calculated from the Date of
Issue and the date of its effective payment.
CLAUSE VII - DECLARATIONS AND GUARANTEES
The ISSUER declares and guarantees the following to all holders of Debentures:
a) It is duly authorized to celebrate this INDENTURE and to observe all the
obligations provided herein, and it has met all the legal and statutory
requirements required for such purposes;
b) the execution of this INDENTURE and the full observance of its obligations
provided herein do not infringe any obligation previously assumed by the ISSUER;
c) this INDENTURE constitutes a legal, valid, and binding obligation to the
ISSUER, enforceable according to its terms and conditions;
d) the execution of the INDENTURE and the ISSUE do not infringe any legal
disposition, contract or instrument of which the ISSUER is part, or will it
result in: (i) early maturity of any obligation established in any of the
above-mentioned contracts or instruments, (ii) creation of any burden or
obligation on any asset belonging to the ISSUER, except those already existing
on the present date or (iii) cancellation of any of the above-mentioned
contracts or instruments;
e) the ISSUER's financial statements relative to the last completed fiscal year
and to the immediately preceding fiscal year accurately represent the equity and
financial position of the ISSUER and were duly prepared in accordance with
accounting principles generally accepted in Brazil;
f) the ISSUER is in observance of laws, regulations, administrative norms and
provisions stipulated by government bodies or agencies and courts, applicable to
the conduct of its business; and
g) there is no legal suit, administrative or arbitral proceeding, inquiry or any
other type of governmental investigation that may cause relevant adverse impact
on the ISSUER, on its financial position or other, as well as on its activities.
CLAUSE VIII - GENERAL DISPOSITIONS
8.1. Waiver
No waiver to the rights resulting from the present INDENTURE is presumed.
Therefore, no delay, omission, or autonomy in the exercise of any rights or
faculties appertaining to the holders of Debentures as a result of any
delinquency on the part of the ISSUER shall compromise the exercise of such
rights or faculties, nor shall be interpreted as a waiver to those rights,
nor shall constitute the renewal or precedent concerning any other type of
delinquency or delay.
8.2. Forum
The parties elect the Forum of the City of Sorocaba, in the State of Sao
Paulo to settle any doubts or controversies arising from or in connection
with this INDENTURE, waiving any other forum, however privileged.
The parties are in full agreement and sign the present document in 2 (two)
copies of equal meaning and form, together with 2 (two) witnesses who also
sign hereunder.
Sorocaba, August 13, 2002
-----------------------
FIXCEL S.A. (ISSUER)
MARCO ANTONIO BELDI - VICE PRESIDENT
---------------------------------------------------
SPLICE DO BRASIL TELECOMUNICACOES E ELETRONICA S.A.
INTERVENIENT GUARANTOR
ANTONIO ROBERTO BELDI - PRESIDENT
WITNESSES:
--------------------------
NAME: EDIVALDO FERREIRA PORTELA
CI: 5.522.239 - SSP/SP
CPF: 959.886.968-72
-----------------------
NAME: MITSUL SUZUKI
CI: 7.311.078-4 - SSP/SP
CPF: 673.803.448-20
COVENANTS IN THE CONTRACTS CELEBRATED WITH THE BNDES [BRAZILIAN DEVELOPMENT
--------------------------------------------------------------------------------
BANK] AND THE EDC.
------------------
FINANCIAL COVENANTS CELEBRATED WITH THE BNDES AND CREDIT TRANSFER
-----------------------------------------------------------------
AGENTS:
------
BELOW IS A TRANSCRIPT OF THE FINANCIAL COVENANTS ENTERED INTO
WITH THE BNDES AND CREDIT TRANSFER AGENTS:
(A) OBLIGATIONS ON THE PART OF TCO
------------------------------
"TO MAINTAIN, DURING THE EFFECTIVENESS OF THIS TRANSFER CONTRACT, THE FOLLOWING
FINANCIAL INDICES, CALCULATED IN THE BIANNUAL AND THE ANNUAL FINANCIAL
STATEMENTS AUDITED BY INDEPENDENT AUDITORS REGISTERED WITH THE COMISSAO DE
VALORES MOBILIARIOS - CVM: 1) CAPITALIZATION INDEX (PL / AT - FINANCIAL
INVESTMENTS): 40% (FORTY PERCENT) OR HIGHER; 2) CURRENT LIQUIDITY INDEX (AC /
PC): 1.1 (ONE AND ONE TENTH) OR HIGHER; 3) DEBT COVERAGE INDEX [(LAJDA +
FINANCIAL INVESTMENTS) / (SHORT-TERM DEBT + NET FINANCIAL EXPENSES)]: 1.3 (ONE
AND THREE TENTHS) OR HIGHER; 4) EBITDA MARGIN INDEX (EBITDA / NET OPERATING
REVENUE): 28% (TWENTY-EIGHT PERCENT) OR HIGHER, BETWEEN THE YEARS 2001 AND 2003,
AND 30% (THIRTY PERCENT) OR HIGHER FROM 2004 UNTIL THE FINAL LIQUIDATION OF ALL
THE OBLIGATIONS UNDER THE TRANSFER CONTRACT; 5) EBITDA MARGIN INDEX NOT
INCLUDING THE SALES OF CELLULAR HANDSETS (EBITDA NOT INCLUDING THE SALES OF
CELLULAR HANDSETS / NET OPERATING REVENUE NOT INCLUDING THE SALES OF CELLULAR
HANDSETS): 35% (THIRTY-FIVE PERCENT) OR HIGHER; 6) TOTAL DEBT INDEX DIVIDED BY
EBITDA (TOTAL DEBT / EBITDA): 4 (FOUR) OR LOWER;
WHERE:
SHORT-TERM DEBT = SHORT-TERM FINANCIAL DEBTS WITH FINANCIAL INSTITUTIONS
INCLUDING FOR THIS PURPOSE ALL THE SECURITIES ISSUED BY TCO AND ITS CONTROLLED
COMPANIES MATURING IN THE SHORT TERM;
TOTAL DEBT = SHORT-TERM AND LONG-TERM FINANCIAL DEBTS WITH FINANCIAL
INSTITUTIONS INCLUDING FOR THIS PURPOSE ALL THE SECURITIES ISSUED BY TCO AND ITS
CONTROLLED COMPANIES;
AC = CURRENT ASSETS;
PC = CURRENT LIABILITIES;
PL = NET EQUITY;
AT = TOTAL ASSETS;
FINANCIAL INVESTMENTS = CASH + SHORT-TERM AND/OR LIQUID FINANCIAL INVESTMENTS
WITH FINANCIAL INSTITUTIONS.
LAJDA = EBITDA RELATIVE TO THE LAST 4 (FOUR) QUARTERS - (INCOME TAX + SOCIAL
CONTRIBUTION ON NET PROFIT RELATIVE TO THE LAST 4 (FOUR) QUARTERS;
EBITDA = INCOME BEFORE INTEREST, DEPRECIATION AND AMORTIZATION RELATIVE TO THE
LAST 4 (FOUR) QUARTERS;
NET OPERATING REVENUE RELATIVE TO THE LAST 4 (FOUR) QUARTERS;
NET FINANCIAL EXPENSES NOT INCLUDING THE CALCULATION OF INTEREST ON OWN CAPITAL
= FINANCIAL EXPENSES PUBLISHED IN THE BALANCE SHEET RELATIVE TO THE LAST 4
(FOUR) QUARTERS (INCLUDING INFLATION ADJUSTMENTS, CPMF, INTEREST ETC.) -
FINANCIAL REVENUE PUBLISHED IN THE BALANCE SHEET RELATIVE TO THE LAST 4 (FOUR)
QUARTERS;
TO ADJUST, IN CASE OF PRONOUNCEMENT TO DIRECTLY OR INDIRECTLY ACQUIRE ANY
RELEVANT STOCK INTEREST IN A 'BAND A' CELLULAR TELEPHONE CORPORATION, BY MEANS
OF A RELEVANT FACT PUBLISHED IN MAJOR BRAZILIAN COMMUNICATION MEDIA, THE
FINANCIAL INDEX REFERRED TO BY ITEM V "I" OF CLAUSE 13, WHICH SHALL BE EFFECTIVE
CONSONANT WITH THE FOLLOWING CAPITALIZATION INDICATORS: 1) 33% (THIRTY-THREE
PERCENT) OR HIGHER ON THE 30TH (THIRTIETH) DAY OF JUNE, 2002; 2) 35%
(THIRTY-FIVE PERCENT) OR HIGHER ON THE 31ST (THIRTY-FIRST) DAY OF DECEMBER,
2002; 3) 35% (THIRTY-FIVE PERCENT) OR HIGHER ON THE 30TH (THIRTIETH) DAY OF
JUNE, 2003; 4) 40% (FORTY PERCENT) OR HIGHER AS OF THE 30TH (THIRTIETH) DAY OF
JUNE, 2003;
TO REACH, IN CASE OF ACQUISITION OF STOCK INTEREST REFERRED TO BY SUB-ITEM "F"
OF CLAUSE 13, WITHIN THE MAXIMUM PERIOD OF 6 (SIX) MONTHS COUNTING FROM THE
ACQUISITION, THE RATE MATCHING THE INVESTMENT GRADES ESTABLISHED BY MOODY'S,
FITCH AND STANDARD AND POORS."
In addition, we hereby inform that the contract entered into with the BNDES is
subject to the "Dispositions Applicable to the BNDES Contracts", approved by
Provision number 665/87 of the Board of BNDES, as amended.
(B) OBLIGATIONS ON THE PART OF THE BENEFICIARY (NBT)
------------------------------------------------
"To maintain, during the effectiveness of this Transfer Contract, the following
financial indices, calculated in the biannual and the annual financial
statements audited by independent auditors registered with the Comissao de
Valores Mobiliarios - CVM:: (i) CAPITALIZATION INDEX (PL/AT - Intercompany -
Financial Investments): 40% (forty percent) or higher; (ii) CURRENT LIQUIDITY
INDEX: (AC/PC): 1.1 (one and one tenth) or higher, to be calculated as of
December, 2002; (iii) EBITDA MARGIN INDEX NOT INCLUDING THE SALES OF CELLULAR
HANDSETS (EBITDA not including the sales of cellular handsets / Net Operating
Revenue not including the sales of cellular handsets): 30% (thirty percent) or
higher, calculated between December, 2002 and June, 2003, 35% (thirty-five
percent) or higher as of December, 2004 until the final liquidation of all
obligations under this Transfer Contract;
WHERE:
PL = NET EQUITY;
AT = TOTAL ASSETS;
INTERCOMPANY = DEBTS WITH THE GUARANTOR AND ITS CONTROLLED COMPANIES;
FINANCIAL INVESTMENTS= CASH + SHORT-TERM AND/OR LIQUID FINANCIAL INVESTMENTS
WITH FINANCIAL INSTITUTIONS;
AC = CURRENT ASSETS;
PC = CURRENT LIABILITIES.
EBITDA AND NET OPERATING REVENUE RELATIVE TO THE LAST 4 (FOUR) QUARTERS."
FINANCIAL COVENANTS CELEBRATED WITH THE EDC:
Below is a transcript of the financial covenants entered into with the EDC:
FINANCIAL COVENANTS
THE GUARANTORS ALSO GUARANTEE THAT: (A) THE GUARANTORS SHALL NOT DECLARE OR
DISTRIBUTE ANY DIVIDENDS EXCEPT UNDER THE LIMITS ALLOWED BY THE CASH FLOW
COVERAGE RATE; (B) THE GUARANTORS SHALL NOT MAKE ANY INVESTMENTS IN ADDITION TO
THOSE AUTHORIZED INVESTMENTS; (C) THE GUARANTORS (EXCEPT TCO) SHALL ENGAGE
EXCLUSIVELY IN THE OPERATIONS AND MAINTENANCE OF THE CELLULAR TELEPHONING SYSTEM
IN THE REGION WHERE THEY ARE AUTHORIZED TO FUNCTION AND TCO SHOULD ACT
EXCLUSIVELY AS A CONTROLLING COMPANY AS TO EACH ONE OF THE GUARANTORS; (D) THE
GUARANTORS WILL BE IN CHARGE OF KEEPING ALL THE APPROPRIATE REGISTRATION AND
ACCOUNTING BOOKS UP-TO-DATE, INCLUDING COMPLETE AND ACCURATE REGISTRATIONS OF
ALL FINANCIAL TRANSACTIONS, AS WELL AS ANY OTHER REGISTRATION RELATIVE TO ITS
ASSETS, LIABILITIES AND TRANSACTIONS, ENTIRELY IN ACCORDANCE WITH THE BRAZILIAN
GAAP; (E) THE GUARANTORS SHALL SEND TO EDC IMMEDIATELY AFTER THE EFFECTIVE DATE
OF THIS INSTRUMENT, INFORMATION RELATIVE TO ALL ITS LAWSUITS, PROCEEDINGS,
INVESTIGATIONS AND ACTS BEFORE ANY COURT OR GOVERNMENTAL BODY, COMMITTEES,
REGIONAL OFFICES, AGENCIES OR OTHER NATIONAL OR INTERNATIONAL GOVERNMENTAL
MEDIUM CONCERNING ANY OF SUCH GUARANTORS; (F) THE GUARANTORS SHALL EFFECT
PAYMENT OF, AND LIQUIDATE AT THE CORRESPONDING DUE DATE, AS WELL AS MAINTAIN THE
NECESSARY REVENUES TO COVER ALL LEGAL TAXES, CHARGES, LOADS AND OBLIGATIONS
APPLICABLE TO THEM, TO ANY OF THEIR PROPERTIES OR TO ANY LEGAL CLAIMS POSSIBLY
OUTSTANDING AND LEGALLY REPRESENTING ANY FORM OF ENCUMBRANCE ON ANY OF THEIR
PROPERTIES; (G) THE CONSOLIDATED CASH FLOW COVERAGE RATE RELATIVE TO THE LAST
DAY OF ANY FISCAL QUARTER BEGINNING DECEMBER 31, 2001 UNTIL, BUT NOT INCLUDING,
SEPTEMBER 30, 2003 SHALL NOT BE LOWER THAN 1.00 TO 1.00 AND 1.25 TO 1.00 FOR
SUBSEQUENT PERIODS; (H) THE CONSOLIDATED LEVERAGE RATE SHALL NOT BE HIGHER THAN
1.5 TO 1.0 AT ANY GIVEN TIME; (I) THE CONSOLIDATED DEBT RELATIVE TO THE EBITDA
FOR THE TWO IMMEDIATELY PRECEDING FISCAL QUARTERS MULTIPLIED BY TWO (2) SHALL
NOT BE HIGHER THAN 2.5 TO 1.0; AND (J) EACH ONE OF THE GUARANTORS SHALL AT ALL
TIMES ASSURE AMONG THEMSELVES THAT NO ENCUMBRANCE IS TO BE CREATED OR AUTHORIZED
UPON ALL OR ANY OF THE CURRENT OR FUTURE REVENUES OR ASSETS ON THE PART OF THE
GUARANTORS IN ADDITION TO THOSE AUTHORIZED ENCUMBRANCES."
CONSEQUENCES OF TCO'S FAILURE TO MEET THE COVENANTS: Generally speaking, if TCO
fails to meet any of the covenants under the contracts celebrated with the BNDES
and EDC, and if this breach is not resolved, TCO shall immediately inform the
creditor of the breach, and the creditor will bear the right to use written
communication to TCO in order to declare the principal amount and the interest
of TCO's debt in the terms of the contracts past due.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
Tele Centro Oeste Cellular Holding Company
Date: September 3, 2002 By: /S/ MARIO CESAR PEREIRA DE ARAUJO
------------------------------------
Name: Mario Cesar Pereira de Araujo
Title: President