<PAGE>   1
                                                                    EXHIBIT 4(g)


================================================================================

                              TELEPARA CELULAR S.A.
                             TELAMAZON CELULAR S.A.
                               TELMA CELULAR S.A.
                              TELAIMA CELULAR S.A.
                             TELEAMAPA CELULAR S.A.
                                  AS BORROWERS

                      TELE NORTE CELULAR PARTICIPACOES S.A.
                                 AS A GUARANTOR

                          -----------------------------

                                   $50,000,000

                                CREDIT AGREEMENT

                          DATED AS OF OCTOBER 20, 2000

                         ------------------------------


                           CITIBANK, N.A., AS TRUSTEE
                            FOR THE TELE NORTE TRUST,
                                    AS LENDER


                           CITIBANK INTERNATIONAL PLC
                                    AS AGENT


                          BANCO CITIBANK S.A. -- BRAZIL
                                   AS ARRANGER

--------------------------------------------------------------------------------


                                     E-121
<PAGE>   2
                                TABLE OF CONTENTS

         This Table of Contents is not part of the Agreement to which it is
attached but is inserted for convenience of reference only.

<TABLE>
<CAPTION>
                                                                                          PAGE
<S>                                                                                       <C>
SECTION 1.  DEFINITIONS........................................................             1

1.01  Certain Defined Terms....................................................             1
1.02  Accounting Terms; GAAP...................................................            12

SECTION 2.  COMMITMENTS, ETC. .................................................            13
2.01  The Loan.................................................................            13
2.02  Borrowing................................................................            13
2.03  Fees.....................................................................            13
2.04  Note.....................................................................            13

SECTION 3.  PAYMENTS OF PRINCIPAL AND INTEREST.................................            14
3.01  Repayment of Loan........................................................            14
3.02  Interest.................................................................            14
3.03  Optional Prepayment......................................................            14

SECTION 4.  PAYMENTS, ETC. ....................................................            14
4.01  Payments.................................................................            14
4.02  Computations.............................................................            15
4.03  Certain Notices..........................................................            15
4.04  Non-Receipt of Funds by the Lender.......................................            16
4.05  Set-Off..................................................................            16

SECTION 5.  YIELD PROTECTION, ETC. ............................................            17
5.01  Additional Costs.........................................................            17
5.02  Substitute Basis.........................................................            18
5.03  Illegality...............................................................            19
5.04  Compensation.............................................................            19
5.05  Taxes....................................................................            20
5.06  Mitigation...............................................................            21

SECTION 6.  GUARANTY...........................................................            21
6.01  The Guaranty.............................................................            21
6.02  Obligations Unconditional................................................            22
6.03  Reinstatement............................................................            23
6.04  Remedies.................................................................            23
6.05  Instrument for the Payment of Money Only.................................            24
6.06  Continuing Guarantee.....................................................            24
6.07  Rights of Contribution...................................................            24

SECTION 7.  CONDITIONS PRECEDENT...............................................            25
7.01  Conditions to Closing....................................................            25
7.02  Additional Conditions....................................................            27
7.03  Funding..................................................................            27

SECTION 8.  REPRESENTATIONS AND WARRANTIES.....................................            28
8.01  Power and Authority......................................................            28
8.02  Subsidiaries; Ownership of Share Capital.................................            29
</TABLE>


                                     E-122
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<TABLE>
<S>                                                                              <C>
8.03  Due Authorization, Etc. .................................................            29
8.04  No Additional Authorization Required.....................................            30
8.05  Legal Effect.............................................................            30
8.06  Financial Statements; No Material Adverse Change.........................            31
8.07  Ranking; Priority........................................................            31
8.08  Litigation and Environmental Matters.....................................            31
8.09  Commercial Activity; Absence of Immunity.................................            32
8.10  Taxes....................................................................            32
8.11  Legal Form...............................................................            33
8.12  Full Disclosure..........................................................            34
8.13  Liens; Indebtedness......................................................            34
8.14  Policy of the Board of Governors of the Federal Reserve System...........            35
8.15  Year 2000................................................................            35
8.16  The Policies.............................................................  [not defined]
8.17  Investment Company.......................................................            36

SECTION 9.  COVENANTS..........................................................            36
9.01  Existence; Books and Records.............................................            36
9.02  Compliance with Law; Taxes; Insurance....................................            37
9.03  Governmental Authorizations..............................................            37
9.04  Financial Statements, Etc. ..............................................            38
9.05  Ranking..................................................................            39
9.06  Indebtedness.............................................................            39
9.07  Negative Pledge..........................................................            40
9.08  Transactions With Affiliates.............................................            41
9.09  Conduct of Business......................................................            42
9.10  Use of Proceeds..........................................................            42
9.11  Financial Covenants......................................................            42
9.12  Fundamental Changes......................................................            42
9.13.  Investments; Hedging Agreements.........................................            43
9.14.  Dividend Payments.......................................................            43
9.15  Policies.................................................................  [not defined]
9.16  Inconvertibility.........................................................            45
9.17  Cooperation with Lender Regarding the Policies...........................            46
9.18  Collateral Trust Account.................................................            46
9.18  DISPOSITIONS.............................................................

SECTION 10.  EVENTS OF DEFAULT.................................................            47

SECTION 11.  THE LENDER........................................................            50

SECTION 12.  MISCELLANEOUS.....................................................            51
12.01  Waiver..................................................................            51
12.02  Notices.................................................................            51
12.03  Expenses, Etc...........................................................            52
12.04  Amendments, Etc. .......................................................            53
12.05  Successors and Assigns..................................................            53
12.06  Assignments and Participations..........................................            53
12.07  Survival................................................................            53
12.08  Captions................................................................            54
12.09  Counterparts............................................................            54
12.10  Governing Law...........................................................            54
12.11  Jurisdiction, Service of Process and Venue..............................            54
12.12  Waiver of Jury Trial....................................................            55
</TABLE>


                                     E-123
<PAGE>   4
<TABLE>
<S>                                                                                       <C>
12.13  Waiver of Immunity......................................................            55
12.14  Judgment Currency.......................................................            55
12.15  Use of English Language.................................................            56
12.16  Entire Agreement........................................................            57
12.17  Severability............................................................            57
12.18  No Fiduciary Relationship...............................................            57
12.19  Participants............................................................            58
12.20  Treatment of Certain Information; Confidentiality.......................            58
</TABLE>

EXHIBIT A  - Form of Note
EXHIBIT B  - Form of Certificate as to Authority, Incumbency and Signatures
EXHIBIT C  - Form of Opinion of Brazilian Counsel to the Obligors
EXHIBIT D  - Form of Opinion of Special New York Counsel to the Obligors
EXHIBIT E  - Form of Opinion of Special Brazilian Counsel to the Lender
EXHIBIT F  - Form of Opinion of Special New York Counsel to the Lender
EXHIBIT G  - Form of Process Agent Acceptance
EXHIBIT H  - Form of Notice of Borrowing
EXHIBIT I  - Policy


                                     E-124
<PAGE>   5
                  CREDIT AGREEMENT dated as of October 20, 2000, among TELEPARA
CELULAR S.A. ("Telepara"), TELAMAZON CELULAR S.A. ("Telamazon"), TELMA CELULAR
S.A. ("Telma"), TELAIMA CELULAR S.A. ("Telaima") and TELEAMAPA CELULAR S.A.
("Teleamapa"), each a sociedade anonima organized under the laws of Brazil
(collectively, the "Borrowers"); TELE NORTE CELULAR PARTICIPACOES S.A., a
sociedade anonima organized under the laws of Brazil (the "Parent" and, together
with the Borrowers, the "Obligors"); CITIBANK INTERNATIONAL plc, as agent for
the Participants pursuant to the Participation Agreement, as hereinafter defined
(in such capacity, together with its successors in such capacity, the "Agent");
and CITIBANK, N.A., not in its individual capacity but solely as trustee (the
"Trustee") for the TELE NORTE TRUST (the "Lender") as herein provided.

                  The Borrowers have requested that the Lender make a term loan
to them in a principal amount up to but not exceeding $50,000,000 to finance the
purchase and installation of certain goods and services related to the Project
(as hereinafter defined), and the Lender is prepared to make such loan upon and
subject to the terms and conditions hereof. Accordingly, the parties hereto
agree as follows:

                             SECTION 1. DEFINITIONS.

                  1.01 CERTAIN DEFINED TERMS. As used herein, the following
terms shall have the following meanings (all terms defined in this Section 1.01
or in other provisions of this Agreement in the singular to have the same
meanings when used in the plural and vice versa):

                  "Affiliate" means, with respect to a specified Person, another
Person that directly, or indirectly through one or more intermediaries, Controls
or is Controlled by or is under common Control with the Person specified;
provided that, in any event, any Person that owns, directly or indirectly, 50%
(in the case of a Participant) or 20% (in the case of any other Person) or more
of the Voting Shares of any other Person will be deemed for purposes of this
definition to control such corporation or other Person. Notwithstanding the
foregoing, (i) no individual shall be deemed to be an Affiliate of a Person
solely by reason of his or her being a director, member of any other governing
body, committee member, officer or employee of such Person and (ii) with respect
to any Borrower, each Shareholder and each of its Affiliates shall be deemed to
be an Affiliate of such Borrower.

                  "Agent" has the meaning set forth in the introduction hereto.

                  "ANATEL" means the Agencia Nacional de Telecomunicacoes, the
regulatory agency for the telecommunications industry of Brazil.

                  "Annualized EBITDA" means, at any time and for any period of
four consecutive fiscal quarters, EBITDA for each of the two then most recently
completed fiscal quarters multiplied by two.

                  "Applicable Lending Office" means (a) in the case of the
Lender, the "Lending Office" of the Lender designated on the signature pages
hereof or such other office in the United States of America of the Lender (or of
an Affiliate thereof) as the Lender may from time to time specify to the Parent
as the office by which the Loan is to be made and maintained and (b) in the case
of any Participant, the office at which such Participant books its interest in
its Certificate or Certificates as specified in the Participation Agreement.

                  "Applicable Margin" means 2.625% per annum.

                  "Approved Merger Candidate" means Telemig Celular S.A. or
Telemig Celular Participacoes S.A., each a sociedade anonima organized under the
laws of Brazil.

                  "Arranger" means Banco Citibank S.A.

                  "Average Conversion Factor" means, for any period, a fraction,
the numerator of which is the sum of the PTAX 800 Rate for each day on which
such rate is available in such period and the denominator of which is the number
of days on which such rate was available in such period.


                                     E-125
<PAGE>   6
                  "Banco Central" means Banco Central do Brasil, or any
successor entity.

                  "Base Rate" means a fluctuating interest rate per annum in
effect from time to time, which rate shall at all times be equal to the higher
of:

                  (a)      the rate of interest per annum announced publicly by
                           Citibank, N.A. in New York, New York from time to
                           time as its base rate, and

                  (b)      -1/2 of one percent per annum above the Federal Funds
                           Rate.

                  "Base Rate Margin" means 2.625% per annum.

                  "BNDES" means Banco Nacional de Desenvolvimento Economico e
Social-BNDES, the national development bank of Brazil.

                  "BNDES Financing" means any credit facility to be entered into
by any Borrower and BNDES after the date hereof.

                  "Borrowers" has the meaning set forth in the introduction
hereto.

                  "Borrowing" means the borrowing under this Agreement.

                  "Brazil" means the Federative Republic of Brazil.

                  "Business Day" means any day (i) that is not a Saturday,
Sunday or other day on which commercial banks in New York City, Sao Paulo,
Brazil or, Brasilia, Brazil or Belem, Brazil are authorized or required by law
to remain closed (with respect to Sao Paulo, Brazil , Brasilia, Brazil and
Belem, Brazil solely to the extent the Parent provides notice to the Agent [and
the Trustee ] of the status of any such day as not a "Business Day" no later
than five Business Days before (x) any date on which any amount is due and
payable under the Credit Documents or (y) any date on which any determination is
required to be made in respect of the LIBO Rate) and (ii) on which transactions
in Dollar deposits are conducted in the London interbank market.

                  "Capital Lease Obligations" means, as to any Person, the
obligations of such Person to pay rent or other amounts under any lease of (or
other arrangement conveying the right to use) real or personal Property, or a
combination thereof, which obligations are required to be classified and
accounted for as capital leases on a balance sheet of such Person under GAAP and
the amount of such obligations shall be the capitalized amount thereof
determined in accordance with GAAP.

                  "Cash Balance" means, on any date, the aggregate amount of
cash and Cash Equivalents shown on the then most recent quarterly consolidated
balance sheet of the Parent and its consolidated Subsidiaries on such date.

                  "Cash Equivalent" means, with respect to any Borrower, any of
the following, to the extent owned by such Borrower free and clear of all Liens:

                  (i)      Dollars and Reais in specie form;

                  (ii)     readily marketable, direct obligations of the
                           Government of the United States of America or any
                           agency or instrumentality thereof or obligations
                           unconditionally guaranteed by the full faith and
                           credit of the Government of the United States of
                           America, maturing within 90 days from the date of
                           acquisition thereof;


                                     E-126
<PAGE>   7
                  (iii)    readily marketable, direct obligations of the
                           Government of Brazil, Banco Central or, if guaranteed
                           by the full faith and credit of the Government of
                           Brazil, any agency or instrumentality thereof,
                           maturing within 90 days from the date of acquisition
                           thereof;

                  (iv)     investments in demand deposits, time deposits and
                           insured certificates of deposit maturing within 90
                           days from the date of acquisition thereof issued or
                           guaranteed by or placed with, and money market
                           deposit accounts issued or offered by, any United
                           States of America or Brazilian office of any
                           commercial bank organized under the laws of the
                           United States of America or any State thereof or
                           under the laws of Brazil which has a combined capital
                           and surplus and undivided profits of not less than
                           $500,000,000;

                  (v)      investments in commercial paper maturing within 90
                           days from the date of acquisition thereof and having,
                           at such date of acquisition, the highest credit
                           rating obtainable from Standard & Poor's Ratings
                           Services, a Division of The McGraw-Hill Companies,
                           Inc. or from Moody's Investors Services, Inc.;

                  (vi)     fully collateralized repurchase agreements with a
                           term of not more than 90 days for securities
                           described in clause (ii) of this definition and
                           entered into with a financial institution satisfying
                           the criteria described in clause (iv) of this
                           definition; and

                  (vii)    other investments in the ordinary course of the
                           business of such Borrower reasonably accepted by the
                           Agent, acting for this purpose with the consent of
                           the Majority Participants.

                  "Certificate" has the meaning assigned thereto in the Trust
Agreement.

                  "Change in Control" means the failure (for any reason
whatsoever) of either (i) Telesystem International to maintain, directly or
indirectly, ownership (beneficial and of record) of at least 25% of the Voting
Shares of Telpart Participacoes, (ii) Telesystem International and Opportunity
Mem to collectively maintain, directly or indirectly, ownership (beneficial and
of record) of at least 50% of the Voting Shares of Telpart Participacoes, (iii)
Telpart Participacoes to maintain: (a) actual Control of the Parent or (b)
directly or indirectly, ownership (beneficial and of record) of at least 50% of
the Voting Shares of the Parent plus one such share, or (iv) the Parent to
maintain (a) actual Control of each Borrower or (b) directly or indirectly,
ownership (beneficial and of record) of at least 50% of the Voting Shares of
each Borrower plus one such share.

                  "Closing Date" means the date on which the Agent (on behalf of
the Lender) notifies the Parent that the Agent (on behalf of the Lender) has
received the documents specified in Section 7.01 hereof.

                  "Collateral Trust Account" means any Dollar-denominated,
segregated trust account designated the "Collateral Trust Account" and
established bt the Trustee as instructed by the lender pursuant to Section 9.18
hereof Citibank, N.A. in New York, New York and held, maintained and
administered by the Trustee for the sole benefit of the Participants.

                  "Combined Basis" means, with respect to the Borrowers, the
consolidation of the financial information of all the Borrowers in accordance
with the consolidation procedures of GAAP, provided that the Guarantees provided
by the Borrowers hereunder or provided by any Borrower in respect of
Indebtedness of any other Borrower otherwise permitted hereunder and
Indebtedness provided by one Borrower to another Borrower otherwise permitted to
be incurred hereunder shall not be considered Indebtedness hereunder.

                  "Commitment" means the obligation of the Lender, on and
subject to the terms and conditions of this Agreement, to make the Loan to the
Borrowers in a principal amount up to but not exceeding $50,000,000.


                                     E-127
<PAGE>   8
                  "Commitment Termination Date" means the date 30 calendar days
after the Closing Date; provided, that if such date is not a Business Day, the
Commitment Termination Date shall be the immediately preceding Business Day.

                  "Concessions" means, for any Borrower, (a) the Concession
granted on November 4, 1997, by the Ministry of Telecommunications to such
Borrower pursuant to the Concession Agreement; in the case of Telamazon, No.
009/97-DOTC/SFO/MC; in the case of Teleamapa, No. 013/97-DOTC/SFO/MC; in the
case of Telaima, No. 024/97-DOTC/SFO/MC; in the case of Telma, No.
018/97-DOTC/SFO/MC; and in the case of Telepara, No. 029/97-DOTC/SFO/MC or (b)
the autorizacao regulated by Chapter II of Law 9472/97 (the General
Telecommunications Law) granting such Borrower at least the same rights to
provide service, in at least the same geographic area, and for at least the same
period of time as the original Concession.

                  "Control" means the possession, directly or indirectly, of the
power to direct or cause the direction of the management or policies of a
Person, whether through the ability to exercise voting power, by contract or
otherwise. "Controlling" and "Controlled" have meanings correlative thereto.

                  "Controlled Affiliate" has the meaning assigned thereto in
Section 9.15 (d) hereof.

                  "Covered Taxes" means all present and future income, stamp,
registration and other taxes and levies, imposts, deductions, charges and
withholdings whatsoever, and all interest, penalties or similar amounts with
respect thereto, now or hereafter imposed, assessed, levied or collected by any
Brazilian Governmental Authority, or by any Governmental Authority of a
jurisdiction through which any payment by an Obligor is made under the Credit
Documents, on or in respect of any Financing Document, the Loan, any
Participant's interest in the Loan, any payment under this Agreement or any
other Financing Document, or the recording, registration, notarization or other
formalization of any thereof (excluding, however, income, franchise or real
property taxes imposed on the Lender, the Agent or any Participant by the
jurisdiction under the laws of which the Lender, the Agent or such Participant
is organized or in which its principal office or Applicable Lending Office is
located, or any Governmental Authority thereof).

                  "Credit Documents" means, collectively, this Agreement and the
Note.

                  "Debt Service" means, for any period, with respect to the
Borrowers (on a Combined Basis), the sum of (i) Interest Expense for such
period, (ii) all principal amounts actually paid by the Borrowers with respect
to Indebtedness during such period, and (iii) all commitment fees and guarantee
fees actually paid by the Borrowers with respect to Indebtedness during such
period, minus the lesser of (x) Interest Income of the Borrowers and (y)
[$4,375,000], all calculated in accordance with GAAP; provided that the term
"Debt Service" shall not include (A) any repayments (including repayments in
connection with a refinancing) of principal of Indebtedness having a maturity of
less than 366 days, (B) any prepayment pursuant to Section 3.03 hereof, and (C)
any prepayment of Indebtedness by any Borrower certified by such Borrower to the
Agent (with a copy to the Trustee) as intended solely to maintain compliance
with any financial covenant with respect to such Indebtedness. To the extent any
component of Debt Service is denominated in Reais, such amount shall be
converted into Dollars by dividing such amount by the Average Conversion Factor
for the period in which such amount was paid.

                  "Default" means an Event of Default or an event that with
notice or lapse of time or both would become an Event of Default.

                  "Default Interest Period" means with respect to any overdue
principal of or interest on the Loan or any other overdue amount hereunder,
during any period while any Default set forth in Section 10(a) hereof has
occurred and is continuing, each successive one-month period, provided that the
first such period shall commence as of the date the relevant amount became
overdue and each succeeding period shall commence upon the expiry of the
immediately preceding period.

                  "Designated Services" has the meaning assigned thereto in
Section 9.15(d) hereof.


                                     E-128
<PAGE>   9
                  "Dividend Payment" means any dividend (in cash, Property or
obligations) on, or other payment or distribution on account of, or the setting
apart of money for a sinking or other analogous fund for, or the purchase,
redemption, retirement or other acquisition of, any shares of any class of stock
of any Borrower or of any warrants, options or other rights to acquire the same
(or to make any payments to any Person, such as "phantom stock" payments, where
the amount thereof is calculated with reference to the fair market or equity
value of such Borrower or any of its Subsidiaries), but excluding dividends
payable by such Borrower solely in shares of capital stock of such Borrower.

                  "Dollars" and "$" means lawful currency of the United States
of America from time to time.

                  "Drawdown Date" means the date of the Borrowing.

                  "EBITDA" means, for any period, with respect to the Borrowers,
(i) the sum of (A) the net income of the Borrowers for such period, (B)
depreciation and amortization of the Borrowers for such period, (C) Interest
Expense for such period, (D) all other non-cash expenses of the Borrowers
accrued during such period, to the extent deducted in determining net income,
(E) income tax expense of the Borrowers for such period, to the extent deducted
in determining net income, minus (x) non-cash gains and (y) Interest Income (to
the extent included in the calculation of net income) of the Borrowers for such
period, to the extent included in determining net income, all calculated in
accordance with GAAP and on a Combined Basis, divided by (ii) the Average
Conversion Factor for such period.

                  "Environmental Law" means any and all laws relating to the
environment, or to the health and safety of natural persons affected by the
environment, or to emissions, discharges, transmissions, radiation, releases or
threatened releases of pollutants, contaminants, chemicals into the environment
(including into ambient air, soil, surface water, groundwater or land or
subsurface strata) or otherwise relating to the manufacture, processing,
distribution, use, treatment, storage, recycling, disposal, transport or
handling of pollutants, contaminants, chemicals, electromagnetic waves, toxic or
hazardous substances or wastes.

                  "Environmental Liability" means, for any Person, any notice,
claim, action (whether administrative, regulatory or judicial), suit, judgment,
demand or other written communication by any other Person alleging or asserting
such Person's liability for investigatory costs, cleanup costs, government
response costs, damages to natural resources or other Property, personal
injuries, fines or penalties arising out of, based on or resulting from any
fact, circumstance, condition or occurrence forming the basis of any violation,
or alleged violation, of any Environmental Law; and shall include (i) any claim
by any Governmental Authority for compliance with, or cleanup, removal,
response, remediation or other action or damages pursuant to, any applicable
Environmental Law and (ii) any claim by any third party seeking damages,
contribution, indemnification, cost recovery, compensation or injunctive relief
arising from alleged damage, injury or threat of damage or injury to the
environment or to the health or safety of natural persons affected by any matter
referred to in this definition.

                  "Eurodollar", when used in reference to the Loan or Borrowing,
indicates that the Loan or Borrowing is bearing interest at a rate determined by
reference to the LIBO Rate.

                  "Event of Default" has the meaning assigned to such term in
Section 10 hereof.

                  "Federal Funds Rate" shall mean, for any day, the interest
rate per annum (rounded upward, if necessary, to the nearest 1/100th of 1%)
determined by the Agent to be equal to the weighted average of the rates on
overnight Federal funds transactions with members of the Federal Reserve System
arranged by Federal funds brokers on such day, as published by the Federal
Reserve Bank of New York on the Business Day next succeeding such day, provided
that (a) if the day for which such rate is to be determined is not a Business
Day, the Federal Funds Rate for such day shall be such rate on such transactions
on the next preceding Business Day as so published on the next succeeding
Business Day, and (b) if such rate is not so published for any day that is a
Business Day, the Federal Funds Rate for such day on such transactions shall be
the average of quotations received by the Agent from three Federal funds brokers
of recognized standing selected by it.


                                     E-129
<PAGE>   10
                  "Final Maturity Date" means the date five years after the
Drawdown Date; provided, that if any such date is not a Business Day, the Final
Maturity Date shall be the immediately preceding Business Day.

                  "Financial Officer" means, with respect to any Obligor, the
chief financial officer, principal accounting officer, treasurer or controller
of such Obligor.

                  "Financing Documents" means, collectively, each Credit
Document, the Participation Agreement and the Trust Agreement.

                  "Fractional Interest" has the meaning assigned thereto in the
Trust Agreement.

                  "GAAP" means generally accepted accounting principles in
Brazil.

                  "Governmental Authority" means the government of any nation or
any political subdivision thereof, whether state or local, and any agency,
authority, instrumentality, regulatory body, court, central bank or other entity
(including any federal or other association of or with which any such nation may
be a member or associated) exercising executive, legislative, judicial, taxing,
regulatory or administrative powers or functions of or pertaining to government.

                  "Guarantors" means, collectively, the Parent and each
Borrower.

                  "Guaranty" by any Person means any obligation, contingent or
otherwise, of such Person directly or indirectly guaranteeing any Indebtedness
of any other Person including, without limitation, any obligation, direct or
indirect, contingent or otherwise, of such Person (i) to purchase or pay (or
loan or supply funds for the purchase or payment of) such Indebtedness (whether
arising by virtue of partnership arrangements, by agreement to keep-well, to
purchase assets, goods, securities or services, to take-or-pay, or to maintain
financial statement conditions or otherwise, other than agreements to purchase
goods at an arm's length price in the ordinary course of business) or (ii)
entered into for the purpose of assuring in any other manner the holder of such
Indebtedness of the payment thereof or to protect such holder against loss in
respect thereof (in whole or in part), provided, that the term Guaranty shall
not include endorsements for collection or deposit in the ordinary course of
business. The term "Guarantee" used as a verb has a corresponding meaning.

                  "Hedging Agreement" means any interest rate protection
agreement, foreign currency exchange agreement or other interest or currency
exchange rate hedging arrangement.

                  "Inconvertibility Account" has the meaning assigned thereto in
Section 9.16(b) hereof.

                  "Inconvertibility Account Creation Date" has the meaning
assigned thereto in Section 9.16(b) hereof.

                  "Inconvertibility Event" means an event of inconvertibility as
described in either Policy.

                  "Indebtedness" of any Person means, without duplication, (i)
all obligations of such Person for borrowed money or with respect to deposits or
advances of any kind, (ii) all obligations of such Person evidenced by bonds,
debentures, notes or similar instruments, (iii) all obligations of such Person
under conditional sale or other title retention agreements relating to Property
acquired by such Person, (iv) all obligations of such Person in respect of the
deferred purchase price of Property or services (excluding current accounts
payable incurred in the ordinary course of business), (v) all Indebtedness of
others secured by (or for which the holder of such Indebtedness has an existing
right, contingent or otherwise, to be secured by) any Lien on Property owned or
acquired by such Person, whether or not the Indebtedness secured thereby has
been assumed, (vi) all Guarantees by such Person of Indebtedness of others,
(vii) all Capital Lease Obligations of such Person, (viii) all obligations,
contingent or otherwise, of such Person as an account party in respect of
letters of credit and letters of guaranty and (ix) all obligations, contingent
or otherwise, of such Person in respect of bankers' acceptances. The
Indebtedness of any Person shall include the Indebtedness of any other entity
(including any partnership in which such Person is a


                                     E-130
<PAGE>   11
general partner) to the extent such Person is liable therefor as a result of
such Person's ownership interest in or other relationship with such entity,
except to the extent the terms of such Indebtedness provide that such Person is
not liable therefor. For purposes of calculating the ratios set forth in Section
9.11 hereof, Indebtedness denominated in Reais shall be converted into Dollars
by dividing the aggregate amount of such Indebtedness by the PTAX 800 Rate for
the date of determination of such ratios.

                  "Interest Expense" means, for any period, with respect to the
Borrowers, the sum of (i) all interest in respect of Indebtedness of the
Borrowers actually paid during such period (including the interest component of
any payments in respect of Capital Lease Obligations) and (ii) the net amount
payable (or minus the net amount receivable) under any interest rate Hedging
Agreements during such period (whether or not actually paid or received during
such period), all calculated in accordance with GAAP.

                  "Interest Income" means, for any period, with respect to the
Borrowers, the sum of all interest in respect of Total Assets actually paid to
the Borrowers during such period, all calculated in accordance with GAAP.

                  "Interest Period" means the period commencing on the Drawdown
Date and ending on the numerically corresponding day in the calendar month that
is six months thereafter, as jointly requested by the Borrowers as provided
herein, and thereafter each period commencing on the last day of the preceding
Interest Period and ending on the numerically corresponding day in the calendar
month that is six months thereafter, as jointly requested by the Borrowers as
provided herein; provided, that (i) any Interest Period that commences on the
last Business Day of a calendar month (or on any day for which there is no
numerically corresponding day in the appropriate subsequent calendar month)
shall end on the last Business Day of the appropriate subsequent calendar month;
(ii) any Interest Period that would otherwise commence before and end after any
Principal Payment Date shall end on such Principal Payment Date; (iii) any
Interest Period that would otherwise end on a day that is not a Business Day
shall end on the next succeeding Business Day (or, if such next succeeding
Business Day falls in the next succeeding calendar month, on the next preceding
Business Day); and (iv) the term "Interest Period" shall include any Default
Interest Period.

                  "Lender" has the meaning set forth in the introduction hereto.

                  "LIBO Rate" means, for any Interest Period, the offered rate
for deposits in Dollars equal to or nearest the number of days in such Interest
Period which appears on Telerate Page 3750 as of approximately 11:00 a.m. London
time on the date two London business days (as hereinafter defined) prior to the
first day of such Interest Period, provided, that (i) if such rate does not
appear on Telerate Page 3750, the "LIBO Rate" shall mean, with respect to each
day during such Interest Period, the offered rate for deposits in Dollars equal
to or nearest the number of days in such Interest Period which appears on the
Reuters Screen LIBO Page as of approximately 11:00 a.m. London time on the date
two London business days prior to the first day of such Interest Period, and
(ii) if such rate or rates do not appear on either Telerate Page 3750 or the
Reuters Screen LIBO Page, the "LIBO Rate" shall mean, with respect to each day
during such Interest Period, the rate per annum equal to the arithmetic mean
(rounded upwards, if necessary, to the nearest 1/16 of 1%) of the respective
rates notified to the Agent by each Reference Bank as the rate at which Dollar
deposits are offered to such Reference Bank by prime banks at or about 11:00
a.m., London time, two London business days prior to the beginning of such
Interest Period in the London interbank market for delivery on the first day of
such Interest Period for a period approximately equal to the number of days in
such Interest Period and in an amount comparable to the amount of the Borrowing
to be outstanding for such Interest Period. For purposes of this definition,
"London business day" means any business day on which commercial banks in
London, England are authorized or required by law to remain closed.

                  "Lien" means any mortgage, lien, pledge, fiduciary transfer
(alienacao fiduciaria), charge, encumbrance or other security interest or any
preferential arrangement that has the practical effect of creating a security
interest.

                  "Loan" has the meaning set forth in Section 2.01(a) hereof.

                  "Majority Participants" has the meaning set forth in the
Participation Agreement.


                                     E-131
<PAGE>   12
                  "Material Adverse Effect" means any event, development or
circumstance that has or is reasonably likely to have a material adverse effect
on:

                  (i)      The business, assets, results of operations, or
                           financial condition of the Parent or of the Borrowers
                           on a Combined Basis;

                  (ii)     The ability of the Borrowers or the Parent to perform
                           their obligations under the Credit Documents;

                  (iii)    The validity or enforceability of any of the
                           Financing Documents or the rights or remedies of the
                           Lender, the Trustee, or the Agent (each on behalf of
                           itself and the Participants) thereunder; or

                  (iv)     Any Concession, the rights thereto or rights to
                           operate thereunder of any Borrower.

                  "Ministry of Telecommunications" means the Ministerio das
Comunicacoes, the Ministry of Telecommunications of Brazil.

                  "Net Debt for Borrowed Money" means, on any date of
determination, (i) the aggregate outstanding principal amount of all
Indebtedness of the Borrowers (on a Combined Basis) of the kinds in clauses (i),
(ii), (iii), (iv) and (vii) of the definition of "Indebtedness" and, to the
extent relating to Indebtedness of such kinds, in clauses (v) and (vi) of such
definition at such time (after giving effect to any Indebtedness incurred on
such date and the application on such date of the proceeds therefrom, but
excluding Subordinated Indebtedness) minus the lesser of (x) the Cash Balance
determined at such time (determined on a consolidated basis without duplication
in accordance with GAAP) and (y) an amount equal to 10% of the Total Assets of
the Borrowers on a Combined Basis as of the most recently ended fiscal quarter.
For purposes of calculating the ratio set forth in Section 9.11(a) hereof, Cash
Balance and Indebtedness denominated in currency other than Dollars shall be
converted into Dollars by dividing the aggregate value of such Cash Balance or
the aggregate amount of such Indebtedness outstanding on such date, as the case
may be, by the PTAX 800 Rate (in the case of Cash Balance or Indebtedness
denominated in Reais) or by reference to the rate of exchange for such currency
as quoted on the Reuters WRLD Screen for buying Dollars (or the successor of
such screen or the comparable screen provided by a successor provider) for the
date of determination of such ratios (in the case of Cash Balance or
Indebtedness denominated in currency other than Dollars or Reais).

                  "Net Foreign Currency Indebtedness" means, on any date of
determination, with respect to the Borrowers (on a Combined Basis), total
Indebtedness (after giving effect to any Indebtedness incurred on such date and
the application on such date of proceeds therefrom, but excluding Subordinated
Indebtedness) that is (i) required to be repaid in any currency other than Reais
and (ii) not hedged against exchange rate fluctuation by means of a Hedging
Agreement minus the lesser of (x) the Cash Balance at such time (determined on a
Combined basis without duplication in accordance with GAAP) and (y) an amount
equal to 10% of the Total Assets of the Borrowers on a Combined Basis as of the
most recently ended fiscal quarter. For purposes of calculating the ratios set
forth in Section 9.11(b) hereof, Cash Balance and Indebtedness denominated in
currency other than Reais or Dollars shall be converted into Dollars by dividing
the aggregate value of such Cash Balance or the aggregate amount of such
Indebtedness outstanding on such date, as the case may be, by the PTAX 800 Rate
(in the case of Cash Balance or Indebtedness denominated in Reais) or by
reference to the rate of exchange for such currency as quoted on the Reuters
WRLD Screen for buying Dollars (or the successor of such screen or the
comparable screen provided by a successor provider) for the date of
determination of such ratios.

                  "Note" has the meaning set forth in Section 2.04 hereof.

                  "Notice of Borrowing" has the meaning set forth in Section
2.02 hereof.

                  "Obligor" has the meaning set forth in the introduction
hereto.


                                     E-132
<PAGE>   13
                  "OPIC" means the Overseas Private Investment Corporation, an
agency of the United States of America.

                  "OPIC Fee" has the meaning assigned thereto in Section 2.03(b)
hereof.

                  "OPIC Rate" has the meaning assigned thereto in Section
9.16(b) hereof.

                  "Opportunity Mem" means Opportunity Mem S.A., a sociedade
anonima organized under the laws of Brazil.

                  "Parent" has the meaning assigned thereto in the introduction
hereo.

                  "Participant" has the meaning assigned thereto in the
Participation Agreement.

                  "Participation" has the meaning assigned thereto in the
Participation Agreement.

                  "Participation Agreement" means the Participation Agreement
dated as of October, 2000, among the Participants party thereto, the Agent, the
Trustee and the Borrowers, as from time to time amended.

                  "Permitted Liens" means:

                  (i)      Liens imposed by law for taxes that are not yet due
                           or are being contested in compliance with Section
                           9.02(b) hereof;

                  (ii)     carriers', warehousemen's, mechanics', materialmen's,
                           repairmen's and other like Liens imposed by law,
                           arising in the ordinary course of business and
                           securing obligations that are not overdue by more
                           than 60 days or are being contested in compliance
                           with Section 9.01(c) hereof;

                  (iii)    pledges and deposits made in the ordinary course of
                           business in compliance with workers' compensation,
                           unemployment insurance and other social security laws
                           or regulations;

                  (iv)     cash deposits to secure the performance of bids,
                           trade contracts, leases, statutory obligations,
                           surety and appeal bonds, performance bonds and other
                           obligations of a like nature, in each case in the
                           ordinary course of business;

                  (v)      judgment Liens in respect of judgments that do not
                           constitute an Event of Default under clause (j) of
                           Section 10 hereof;

                  (vi)     easements, zoning restrictions, rights-of-way and
                           similar encumbrances on real property imposed by law
                           or arising in the ordinary course of business that do
                           not secure any monetary obligations and do not
                           materially detract from the value of the affected
                           property or interfere with the ordinary conduct of
                           business of any Borrower;

                  (vii)    Liens arising solely by virtue of any statutory
                           provisions relating to banker's liens, rights of
                           setoff or similar rights and remedies as to deposit
                           accounts or the funds maintained with a creditor
                           depository institution;

                  (viii)   any reversionary interest or title of a lessor under
                           any lease entered into by any Borrower in the
                           ordinary course of business;

                  (ix)     any reversionary interest of the Government of Brazil
                           or any Governmental Authority thereof in the
                           Concession or any assets of any Borrower subject
                           thereof; and


                                     E-133
<PAGE>   14
                  (x)      Liens of the Government of Brazil imposed by
                           operation of law;

provided, that the term "Permitted Lien" shall not include any Lien securing
Indebtedness.

                  "Person" means any individual, corporation, company, voluntary
association, partnership, limited liability company, joint venture, trust,
unincorporated organization or Governmental Authority or other entity of
whatever nature.

                  "Policy" means the OPIC Contract of Institutional Lenders
Insurance Against Inconvertibility No. F175 between OPIC and Citibank, N.A. not
in its individual capacity but solely as Trustee of the Tele Norte Trust, dated
as of October 20, 2000, as from time to time amended or supplemented, a copy of
which is attached as Exhibit I hereto, covering certain percentages (as
specified therein) of incovertibility, transfer and expropriation of funds risk
in respect of the Fractional Interests of the Participants.

                  "Post-Default Rate" means, (a) in the case of any overdue
principal of the Loan, for each Default Interest Period, a rate per annum equal
to the sum of 1% per annum plus the Applicable Margin plus the LIBO Rate for
such Default Interest Period and (b) in the case of any other overdue amount, a
rate per annum equal to the sum of 1% per annum plus the Applicable Margin plus
the rate determined by the Agent from time to time to be the LIBO Rate for
periods of one month based upon the rates displayed on Telerate Page 3750 (or,
if such Page is not available, the cost of funding such overdue amount on an
overnight basis in the London interbank market from the date of such non-payment
until such amount is paid in full (as well after as before judgment)).

                  "Principal Payment Date" means each of the eight consecutive
semiannual anniversaries of the Drawdown Date, commencing on the date 18 months
from the Drawdown Date, and ending on the Final Maturity Date; provided, that
(subject to the definition of "Final Maturity Date") if any such day is not a
Business Day, the relevant Principal Payment Date shall be the immediately
succeeding Business Day (or, if such next succeeding Business Day falls in the
next succeeding calendar month, on the next preceding Business Day).

                  "Process Agent" has the meaning assigned thereto in Section
12.11(b) hereof.

                  "Process Agent Acceptance" means a letter from the Process
Agent to the Lender and the Agent, in substantially the form of Exhibit G
hereto.

                  "Project" has the meaning assigned thereto in the Policy.

                  "Property" of any Person means any property or assets, or
interest therein, of such Person.

                  "Protective Practices Information" has the meaning assigned
thereto in Section 8.16 hereof.

                  "PTAX 800 Rate" means, for any date, the closing exchange rate
of sale for Dollars under PTAX 800 Opcao 5 for the most recently preceding
Business Day prior to such date, as published in the Sisbacen Data System of
Banco Central.

                  "R$" or "Real" or "Reais" means the lawful currency of Brazil
from time to time.

                  "Reference Banks" means the principal London offices of
Citibank, N.A., the Chase Manhattan Bank and Barclays Bank PLC.

                  "Requirement of Law" means, as to any Person, any statute,
law, treaty, rule or regulation or determination, order, injunction or judgment
of an arbitrator or a court or other Governmental Authority, in each case
applicable to or binding upon such Person or any of its Properties.


                                     E-134
<PAGE>   15
                  "Reuters Screen LIBO Page" means the display designated as
page "LIBO" on the Reuter Monitor Money Rates Service or such other page as may
replace the "LIBO" page on that service for the purpose of displaying London
interbank offered rates of major banks.

                  "Shareholder" means, at any date, the legal holder of any
capital stock of any Borrower.

                  "Subordinated Indebtedness" means, with respect to any Person,
unsecured Indebtedness of such Person (i) subordinated in priority and payment
to the Indebtedness created hereunder in form and substance reasonably
satisfactory to the Agent (with the consent of the Majority Participants) and
(ii) in respect of which no payments of any kind, including principal, interest
or fees, shall be payable prior to the date falling six months after the Final
Maturity Date.

                  "Sub-Participant" has the meaning assigned thereto in Section
6.4(f) of the Participation Agreement.

                  "Subsidiary" means, with respect to any Person, any
corporation or other entity more than 50% of the Voting Shares or other voting
interests in which is owned or Controlled, directly or indirectly, by such
Person and/or by any Subsidiary of such Person.

                  "Tax Haven Jurisdiction" means any country that does not have
income tax or in which the maximum income tax rate is lower than 20% (as
referred to in Article 8th of Law no. 9,779/99 of Brazil or any similar or
successor legislation or rules).

                  "Telerate Page 3750" means the display designated as page
"3750" on the Telerate Service or such other page as may replace the "3750" page
on that service or such other service or services as may be nominated by the
British Bankers' Association for the purpose of displaying London interbank
offered rates for Dollar deposits.

                  "Telesystem International" means Telesystem International
Wireless Inc., a Canadian corporation.

                  "Telpart Participacoes" means Telpart Participacoes S.A., a
sociedade anonima organized under the laws of Brazil.

                  "Top-Up Date" has the meaning assigned thereto in Section
9.16(b)(3) hereof.

                  "Total Assets" means, on any date of determination with
respect to any Person, all assets of such Person that would be classified as
assets of a company conducting a business the same as or similar to that of such
Person, after deducting adequate reserves in each case in which a reserve is
proper, all in accordance with GAAP.

                  "Trust Account" has the meaning assigned thereto in the Trust
Agreement.

                  "Trust Agreement" means the Declaration of Trust and Agreement
Tele Norte Trust dated as of October 20, 2000, among the Participants party
thereto, the Agent and the Trustee, as from time to time amended.

                  "Trustee" has the meaning assigned thereto in the Trust
Agreement.

                  "Voting Shares" of a Person means shares of capital stock of
or other ownership interests in such Person having power to vote for the
election of directors or similar officials of such Person (other than such
shares or interests having such power only by reason of the happening of a
contingency).

                  "Year 2000 Compliance" of an entity means the ability of the
software and other processing capabilities of such entity to correctly interpret
and manipulate all data, in whatever form, including printed form, screen
displays, financing records, calculations and loan-related data, so as to avoid
errors in processing that may otherwise occur because of the inability of the
software or other processing capabilities to recognize accurately the year 2000
or subsequent dates. "Year 2000 Compliant" shall have a corresponding meaning.


                                     E-135
<PAGE>   16
                  1.02 ACCOUNTING TERMS; GAAP. Except as otherwise expressly
provided herein, all terms of an accounting or financial nature shall be
construed in accordance with GAAP, as in effect from time to time; provided
that, if a Borrower notifies the Agent with a copy to the Trustee that such
Borrower requests an amendment to any provision hereof to eliminate the effect
of any change occurring after the date hereof in GAAP or in the application
thereof on the operation of such provision (or if the Agent, with a copy to the
Trustee, notifies a Borrower that the Majority Participants request an amendment
to any provision hereof for such purpose), regardless of whether any such notice
is given before or after such change in GAAP or in the application thereof, then
such provision shall be interpreted on the basis of GAAP as in effect and
applied immediately before such change shall have become effective until such
notice shall have been withdrawn or such provision amended in accordance
herewith.

                          SECTION 2. COMMITMENTS, ETC.

                  2.01 THE LOAN.

                           (a)      The Lender agrees, on and subject to the
                           terms and conditions of this Agreement, to make one
                           term loan to the Borrowers (the "Loan") in Dollars on
                           a single Business Day on or before the Commitment
                           Termination Date in a principal amount up to but not
                           exceeding $50,000,000.

                           (b)      The Loan shall be deemed for all purposes of
                           this Agreement to have been made to, and each
                           Borrower agrees that the Loan shall result in joint
                           and several liability with respect thereto of, all
                           Borrowers.

                           (c)      The proceeds of the Loan shall be used by
                           the Borrowers solely as described in Section 9.10
                           hereof; provided, that the Lender shall not have any
                           responsibility as to the application of any of such
                           proceeds.

                  2.02 BORROWING. The Borrowers shall jointly give the Agent
(with a copy to the Trustee) irrevocable notice of the Borrowing in
substantially the form of Exhibit H hereto (the "Notice of Borrowing") as
provided in Section 4.03 hereof. Not later than 12:00 noon, New York time, on
the date specified for the Borrowing in the Notice of Borrowing, the Lender
shall make the proceeds of the Loan available to the Borrowers at their
respective accounts in Brazil in accordance with remittance instructions
received from the Agent under Section 2 of the Participation Agreement and as
set forth in the Notice of Borrowing.

                  2.03 FEES.

                  (a)      The Borrowers shall pay to the Arranger for its own
                           account a nonrefundable arrangement fee in the amount
                           and payable at the time heretofore agreed between the
                           Borrowers and the Arranger. The Borrowers shall pay
                           to the agent for its own account a nonrefundable
                           agency fee in the amount and payable at the time
                           heretofore agreed between the Borrowers and the
                           Agent.

                  (b)      The Borrowers shall pay to the Trustee (for account
                           of OPIC) a fee (the "OPIC Fee") on the unpaid
                           principal amount of the Loan at a rate equal to the
                           applicable annual premium rate specified in Section
                           [1.07.01] of the Policies, on the dates specified in
                           the Policies (and upon receipt thereof, the Trustee
                           shall promptly distribute the OPIC Fee to OPIC in
                           accordance with Section 6.13(b) of the Participation
                           Agreement). Without limiting the foregoing, the
                           Borrowers shall pay such OPIC Fee for the first three
                           years following the Closing Date, regardless of any
                           prepayments of the Loan made hereunder or any
                           assignments effected pursuant to Section 12.06(e)
                           hereof.

                  2.04  NOTE.


                                     E-136
<PAGE>   17
                  (a)      The Loan shall be evidenced by a promissory note of
                           the Borrowers, substantially in the form of Exhibit A
                           hereto (the "Note"), dated the Drawdown Date, payable
                           to the Lender in a principal amount equal to the
                           amount of the Loan, bearing the aval of the Parent
                           thereon, which shall be entitled to the benefits of
                           this Agreement and the Policies and otherwise duly
                           completed.

                  (b)      The Borrowers' obligation to pay the principal of,
                           and interest on, the Loan and the Note may be
                           evidenced by one or more loan accounts or records
                           maintained by the Agent (on behalf of the Lender) in
                           the ordinary course of business. The loan accounts or
                           records maintained by the Agent (on behalf of the
                           Lender), together with the Note, shall be conclusive
                           evidence absent manifest error of the amount of the
                           Loan made by the Lender to the Borrowers and any
                           interest and payments thereon. Any failure to
                           maintain such records or any error in doing so shall
                           not limit or otherwise affect the obligations of the
                           Obligors hereunder to pay any amount owing with
                           respect to the Loan.

                 SECTION 3. PAYMENTS OF PRINCIPAL AND INTEREST.

                  3.01 REPAYMENT OF LOAN. The Borrowers shall pay to the Lender
the full principal amount of the Loan in eight equal semiannual installments,
one such installment to be payable on each Principal Payment Date; provided,
that the final installment shall be in an amount equal to the then unpaid
principal amount of the Loan.

                  3.02 INTEREST.

                  (a)      The Borrowers shall pay to the Lender interest on the
                           unpaid principal amount of the Loan for the period
                           from and including the Drawdown Date to but excluding
                           the date the Loan is paid in full at a rate per annum
                           equal to the LIBO Rate for each Interest Period plus
                           the Applicable Margin.

                  (b)      Notwithstanding the foregoing, the Borrowers shall
                           pay to the Lender interest at the Post-Default Rate
                           for each Default Interest Period on any principal of
                           the Loan and on any other amount whatsoever payable
                           by any Borrower hereunder that shall not be paid in
                           full when due (whether at stated maturity, by
                           acceleration or otherwise), for the period from and
                           including the due date thereof to but excluding the
                           date the same is paid in full.

                  (c)      Accrued interest on the Loan shall be payable on the
                           last day of each Interest Period and upon the payment
                           or prepayment of principal thereof (but only on the
                           principal amount so prepaid), provided, that interest
                           payable at the Post-Default Rate shall be payable
                           from time to time on demand.

                  (d)      Within three Business Days after the determination of
                           any interest rate provided for herein or any change
                           therein, the Agent (on behalf of the Lender) shall
                           give notice thereof to the Parent and the Trustee.

                  3.03 OPTIONAL PREPAYMENT. The Borrowers may prepay the Loan in
whole or in part at any time after (but not before) the date 60 days after the
Drawdown Date, provided that (i) the Borrowers shall give the Agent notice of
each such prepayment at least three Business Days before the date of such
prepayment (which notice shall be irrevocable and effective on receipt), (ii)
each prepayment shall be in the amount of $5,000,000 or an integral multiple of
$1,000,000 in excess thereof (or such lesser amount as is necessary to prepay in
full the remaining outstanding principal amount of the Loan), (iii)
simultaneously with the making of each such prepayment the Borrowers shall pay
any and all amounts payable under Section 5.04 hereof in connection therewith
and (iv) prepayments shall be applied to the installments of principal of the
Loan in the inverse order of maturity. Amounts prepaid may not be reborrowed.


                                     E-137
<PAGE>   18
                            SECTION 4. PAYMENTS, ETC.

                  4.01 PAYMENTS.

                  (a)      All payments of principal, interest and other amounts
                           to be made by the Obligors under the Credit Documents
                           shall be made in Dollars, in immediately available
                           funds, without deduction, set-off or counterclaim, to
                           the Trust Account (which shall be located in the
                           United States of America) not later than 12:00 noon,
                           New York time, on the date on which such payment
                           shall become due (each such payment made after such
                           time on such due date to be deemed to have been made
                           on the next succeeding Business Day). Upon receipt of
                           each such payment, the Trustee shall promptly notify
                           the Agent of such receipt.

                  (b)      The Parent on behalf of itself or the Borrowers, as
                           the case may be, shall, two Business Days before and
                           at the time of making each payment under this
                           Agreement and the other Financing Documents, specify
                           in writing to the Agent (with a copy to the Trustee)
                           the amounts payable by the relevant Obligor(s)
                           hereunder to which such payment is to be applied and
                           whether such payment is for interest, principal, any
                           fee or other amount payable hereunder. In the event
                           that the Parent fails to so specify, or if an Event
                           of Default has occurred and is continuing, (i) the
                           Lender may apply such payment in such manner as the
                           Agent may determine to be appropriate, and (ii) in
                           the case of a partial payment, such payment shall be
                           applied in accordance with Section 2.6 of the
                           Participation Agreement.

                  (c)      If the due date of any payment under this Agreement
                           or any other Financing Document would otherwise fall
                           on a day that is not a Business Day, such date shall
                           be extended to the next succeeding Business Day, and
                           interest shall be payable for any principal so
                           extended for the period of such extension.

                  (d)      Each Obligor shall cause all payments made by it
                           hereunder or under any other Financing Document for
                           the account of the Lender, the Agent or any
                           Participant to be made without setoff, counterclaim
                           or other defense.

                  4.02 COMPUTATIONS. Interest on the Loan shall be computed on
the basis of a year of 360 days and actual days elapsed (including the first day
but excluding the last day) occurring in the period for which payable; provided,
that interest computed by reference to clause (a) of the definition of Base Rate
shall be computed on the basis of a year of 365 or 366 days and actual days
elapsed (including the first day but excluding the last day) occurring in the
period for which payable.

                  4.03 CERTAIN NOTICES. The Notice of Borrowing shall be
effective only if received by the Agent (with a copy to the Trustee) not later
than 11:00 a.m., New York time, on the date three Business Days prior to the
Drawdown Date. The Notice of Borrowing shall be irrevocable and shall specify
the amount to be borrowed and the Drawdown Date (which shall be a Business Day).
In addition, the Notice of Borrowing shall specify the portion of the proceeds
of the Borrowing to be remitted to each Borrower and the account of each such
Borrower to which such proceeds are to be remitted. The Agent shall, as promptly
as practicable, notify the Participants of the contents of such notice.

                  4.04 NON-RECEIPT OF FUNDS BY THE LENDER. Unless the Agent
(with a copy to the Trustee) shall have been notified in writing by the Parent
prior to the date on which a Borrower is to make payment to the Lender (any such
payment being herein called the "Required Payment") that such Borrower will not
make the Required Payment, the Agent (on behalf of the Lender) may assume that
such Borrower is making the Required Payment available to the Lender and may, in
reliance upon such assumption, request the Lender in writing to make available
to the respective Participants a corresponding amount. If such amount is not
made available to the Lender by the required time on such date, the Borrowers
shall pay to the Agent for account of the Lender, on demand of the Agent, such
amount with interest thereon at a rate equal to the rate specified in Section
3.02(b) hereof, in each case


                                     E-138
<PAGE>   19
until such amount is made available to the Lender. A certificate of the Lender
submitted to the Parent with respect to any amounts owing under this Section
shall be conclusive in the absence of manifest error.

                  4.05 SET-OFF. Without limiting any of the obligations of any
Obligor or the rights of the Lender, the Trustee, the Agent or any Participant
under the Financing Documents, if an Event of Default under any of Sections
10(a), 10(g) or 10(h) hereof shall have occurred and be continuing, the Lender,
the Trustee in its individual capacity, the Agent or (under and subject to the
provisions of Section 6.10 of the Participation Agreement) any Participant may,
without prior notice to such Obligor (which notice is expressly waived by it to
the fullest extent permitted by applicable law), set off and appropriate and
apply against any and all matured obligations of such Obligor under this
Agreement and the Note any and all deposits (general or special, time or demand,
provisional or final, in any currency, matured or unmatured) and any other
obligations at any time held or owing by the Lender, the Trustee in its
individual capacity, the Agent or such Participant, as the case may be, or any
branch or agency thereof, to or for the credit or account of such Obligor. The
Lender, the Trustee in its individual capacity, the Agent or such Participant,
as the case may be, shall promptly provide notice of such set-off to such
Obligor, provided, that failure by such party to provide such notice shall not
give such Obligor any cause of action or right to damages or affect the validity
of such set-off and application. Nothing contained herein shall require the
Lender, the Trustee in its individual capacity, the Agent or such Participant to
exercise any such right or affect the right of such party to exercise, and
retain the benefits of exercising, any such right with respect to any other
indebtedness or obligation of such Obligor.

                        SECTION 5. YIELD PROTECTION, ETC.

                  5.01 ADDITIONAL COSTS.

                  (a)      If, on or after the date hereof, the adoption of any
                           applicable law, rule or regulation, or any change in
                           any applicable law, rule or regulation, or any change
                           in the interpretation or administration thereof by
                           any Governmental Authority charged with the
                           interpretation or administration thereof, or
                           compliance by the Lender or any Participant (or its
                           Applicable Lending Office) with any request or
                           directive (whether or not having the force of law) of
                           any such Governmental Authority, shall impose, modify
                           or deem applicable any reserve (including, without
                           limitation, any such requirement imposed by the Board
                           of Governors of the Federal Reserve System), special
                           deposit, insurance assessment or similar requirement
                           against assets of, deposits with or for the account
                           of, or credit extended by, the Lender or any
                           Participant (or any Applicable Lending Office
                           thereof) or shall impose on the Lender or any
                           Participant (or such Applicable Lending Office) or
                           the London interbank market any other condition
                           affecting the Loan, the Note, maintenance of such
                           Participant's Fractional Interest, or the deposit of
                           funds by such Participant with the Trustee for the
                           making of the Loan, and the result of any of the
                           foregoing is to increase the cost to the Lender or
                           such Participant (or such Applicable Lending Office)
                           of making or maintaining the Loan or such
                           Participant's Fractional Interest or of such
                           Participant's deposit of funds with the Trustee for
                           the making of the Loan, or to reduce the amount of
                           any sum received or receivable by the Lender or such
                           Participant (or such Applicable Lending Office) under
                           or in respect of this Agreement or any other
                           Financing Document, by an amount deemed by the Lender
                           or the affected Participant to be material (excluding
                           for purposes of this Section 5.01(a) any such
                           increase or reduction resulting from Covered Taxes
                           (as to which Section 5.05 hereof shall govern)), then
                           the Borrowers shall pay to the Lender within five ten
                           Business Days following delivery by the Agent to the
                           Parent of the relevant certificate provided for in
                           Section 5.01(c) hereof such additional amount or
                           amounts as will compensate the Lender and each such
                           affected Participant for such increased cost incurred
                           or reduction suffered.

                  (b)      If the Agent shall have received a notice given by
                           any Participant pursuant to Section 2.09 of the
                           Participation Agreement, in which such Participant
                           shall have determined that, after the date hereof,
                           the adoption of any generally applicable law, rule or
                           regulation


                                     E-139
<PAGE>   20
                           regarding capital adequacy, or any change therein, or
                           any change in the interpretation or administration
                           thereof by any Governmental Authority charged with
                           the interpretation or administration thereof, or any
                           generally applicable request or directive regarding
                           capital adequacy (whether or not having the force of
                           law) of any such Governmental Authority, has had the
                           effect of reducing the rate of return on capital of
                           such Participant (or a parent thereof) as a
                           consequence of its obligations hereunder or under the
                           other Financing Documents or the Loan to a level
                           below that which such Participant (or such parent)
                           could have achieved but for such adoption, change,
                           request or directive by an amount deemed by it to be
                           material, then from time to time, the Borrowers shall
                           pay to the Lender (for account of such affected
                           Participant), within Business Days following delivery
                           by the Agent (on behalf of such affected Participant)
                           to the Parent of the relevant certificate provided
                           for in Section 5.01(c) hereof, such additional amount
                           or amounts as will compensate each such Participant
                           (or such parent, as the case may be) for any such
                           reduction suffered.

                  (c)      The Agent will promptly deliver to the Parent a copy
                           of each notification it receives from the Lender
                           hereunder or from a Participant under Section 2.09 of
                           the Participation Agreement. A certificate of the
                           Lender or an affected Participant claiming
                           compensation as provided in this Section, setting
                           forth the amount(s) necessary to compensate the
                           Lender or such Participant, as the case may be, as
                           specified in clause (a) or (b) of this Section, and
                           setting forth in reasonable detail the basis for such
                           claim and how such amount(s) were calculated, shall
                           be delivered to the Parent and shall be conclusive
                           and binding on the Borrowers in the absence of
                           manifest error provided that such determinations and
                           calculations are made on a reasonable basis. In
                           determining such amount(s), the Lender (or the Agent
                           on behalf of the Lender) and the Participants shall
                           use commercially reasonable efforts to make such
                           calculations on a basis consistent with its treatment
                           of customers similar to the Borrowers having
                           generally similar provisions in their agreements with
                           such Participant, if any. Notwithstanding anything to
                           the contrary herein, if the Lender or any affected
                           Participant does not provide to the Agent and the
                           Agent does not provide to the Parent, as herein
                           provided, notice in respect of any such event in
                           accordance with this clause (c) within 45 days after
                           the Lender or such Participant, as the case may be,
                           obtains actual knowledge of such event, the Lender or
                           such Participant shall, with respect to compensation
                           payable pursuant to this Section as a result or
                           reduction of such event, be entitled to payment under
                           this Section 5.01 for costs incurred or reductions
                           suffered only from and after the date 90 days prior
                           to the date that such notice is delivered.

                  5.02 SUBSTITUTE BASIS. If, on or prior to the first day of any
Interest Period (an "Affected Interest Period"):

                  (a)      the Agent determines that, by reason of circumstances
                           affecting the London interbank market, the "LIBO
                           Rate" cannot be determined pursuant to the definition
                           thereof, or

                  (b)      the Majority Participants determine and notify the
                           Agent in writing that the relevant rates of interest
                           referred to in the definition of "LIBO Rate" in
                           Section 1.01 hereof upon the basis of which the rate
                           of interest for the Loan for such Affected Interest
                           Period is to be determined will not be adequate to
                           cover the cost to such Participants of making,
                           funding or maintaining their Fractional Interests in
                           the Loan for such Affected Interest Period, then the
                           Agent shall promptly give the Parent, the Lender and
                           each Participant notice thereof, and interest for
                           such Affected Interest Period shall accrue at a rate
                           per annum equal to the Base Rate plus the Base Rate
                           Margin, until the Agent (in the case of clause (a)
                           hereof) or the Majority Participants (in the case of
                           clause (b) hereof) shall determine that the
                           conditions referred to in clause (a) or (b) above no
                           longer exist and so notify the


                                     E-140
<PAGE>   21
                           Parent, the Trustee and the Participants, whereupon
                           interest on the Loan shall again be determined in
                           accordance with the provisions of Section 3.02
                           hereof.

                  5.03 ILLEGALITY. Notwithstanding any other provision of this
Agreement, in the event that on or after the date hereof the adoption of or any
change in any Requirement of Law or in the interpretation or application thereof
by any competent Governmental Authority shall make it unlawful for the Lender or
any Participant, or its Applicable Lending Office, to (in the case of the
Lender) honor its obligation to make or maintain the Loan as a Eurodollar Loan
or (in the case of such Participant) to maintain its Fractional Interest or
deposit funds with the Trustee under the Participation Agreement (and, in the
opinion of the Lender or such Participant, the designation of a different
Applicable Lending Office would either not avoid such unlawfulness or would be
disadvantageous to the Lender or such Participant, as the case may be), then the
Lender, or such Participant through the Agent (with a copy to the Trustee),
shall promptly notify the Parent thereof, following which, as applicable:

                  (a)      with respect to the Lender, (1) if the Loan has not
                           been made, the Commitment shall be suspended until
                           such time as the Lender may again make the Loan and
                           (2) if the Loan is outstanding, (i) the Loan shall,
                           if required by applicable law, be prepaid by the
                           Borrowers, together with accrued and unpaid interest
                           thereon and all other amounts payable by the
                           Borrowers under this Agreement, on the next following
                           date on which interest on the Loan is payable
                           pursuant to Section 3.02(c) hereof, or (ii) as of the
                           date of such suspension, the Loan shall bear interest
                           at the Base Rate plus the Applicable Margin until
                           such time as the Lender may again make and maintain a
                           Eurodollar Loan (provided that in the event the
                           Lender certifies through the Agent to the Parent that
                           an earlier payment is mandated by such Requirement of
                           Law, then the Borrowers shall make such payment on
                           such earlier date as specified by the Agent); and

                  (b)      with respect to such Participant, (1) if such
                           Participant has not made funds available to the
                           Trustee pursuant to Section 2.1 of the Participation
                           Agreement, such Participant's Participant Commitment
                           (as such term is defined in the Participation
                           Agreement) shall be suspended until such time as such
                           Participant may again deposit funds with the Trustee
                           as provided in the Participation Agreement for the
                           making of the Loan, and (2) if such Participant has
                           made such funds available, (i) if required by
                           applicable law, the Borrowers shall prepay to the
                           Lender (for the account of such Participant) in full
                           on the next following date on which interest on the
                           Loan is payable pursuant to Section 3.02(c) hereof
                           (provided that in the event such Participant
                           certifies through the Agent to the Parent that an
                           earlier payment is mandated by such Requirement of
                           Law, then the Borrowers shall make such payment on
                           such earlier date as specified by such Participant
                           through the Lender), an amount equal to the product
                           of (A) such Participant's Fractional Interest
                           multiplied by (B) the principal amount of the Loan,
                           together with accrued and unpaid interest thereon and
                           all other amounts payable by the Borrowers to such
                           Participant under the Financing Documents, including,
                           without limitation, any amounts determined by such
                           Participant to be payable to it pursuant to Section
                           5.04 hereof or (ii) as of the date of such
                           suspension, the Loan shall bear interest at the Base
                           Rate plus the Applicable Margin until such time as
                           the Lender may again make and maintain a Eurodollar
                           Loan. Upon receipt of such amounts by the Lender, the
                           Lender shall notify the Agent thereof and shall
                           distribute all such amounts to such Participant.

                  5.04 COMPENSATION. So long as the Loan is a Eurodollar Loan,
in the event of:

                  (a)      any prepayment of the Loan for any reason other than
                           on the last day of an Interest Period with respect
                           thereto; or

                  (b)      any failure by the Borrowers for any reason
                           (including, without limitation, the failure of any of
                           the conditions precedent specified in Section 7
                           hereof, other than in Section


                                     E-141
<PAGE>   22
                           7.01(c) hereof solely with respect to the
                           Participation Agreement, to be satisfied) to make the
                           Borrowing hereunder on the date specified in the
                           Notice of Borrowing;

then, in any such event, the Borrowers shall compensate the Lender, the Agent
and each Participant for the loss, cost and expense attributable to such event
(but in any event excluding the Applicable Margin). The loss to the Lender, the
Agent or such Participant attributable to any such event shall be deemed to
include an amount determined by the Lender, the Agent or such Participant to be
equal to the excess, if any, of:

                  (i)      the amount of interest that the Lender or such
                           Participant would pay in respect of a deposit equal
                           to (in the case of the Lender) the principal amount
                           of the Loan or to (in the case of such Participant)
                           the product of such Participant's Fractional Interest
                           multiplied by the principal amount of the Loan, in
                           each case for the period from the date of such
                           payment to the last day of the then current Interest
                           Period (or, in the case of a failure to borrow, the
                           duration of the Interest Period that would have
                           resulted from such borrowing) if the interest rate
                           payable on such deposit were equal to the LIBO Rate
                           for such Interest Period; over

                  (ii)     the amount of interest that the Lender or such
                           Participant would earn on (in the case of the Lender)
                           such principal amount or on (in the case of such
                           Participant) such product, for such period if the
                           Lender or such Participant were to invest such
                           principal amount or product for such period at the
                           interest rate that would be bid by the Lender or such
                           Participant (or an Affiliate thereof) for Dollar
                           deposits from other banks in the London interbank
                           market at the commencement of such period.

A certificate of a Participant or the Lender setting forth in reasonable detail
the calculation of any amount or amounts that such Participant or Lender is
entitled to receive pursuant to this Section shall be delivered to the Parent
and shall be conclusive and binding on the Borrowers in the absence of manifest
error. The Borrowers shall pay the amount shown as due on any such certificate
within five ten days after receipt thereof by the Parent. Notwithstanding
anything in this paragraph to the contrary, the substitution of a Default
Interest Period for an Interest Period with respect to any overdue amount
pursuant to Section 3.02(b) hereof shall not impose any liability on the
Borrowers pursuant to this paragraph.

                  5.05 TAXES.

                  (a)      All payments on account of the principal of and
                           interest on the Loan and the Note, fees and all other
                           amounts payable hereunder or under any other
                           Financing Document by the Obligors to or for the
                           account of the Lender, the Trustee or the Agent (each
                           on its own behalf and on behalf of the Participants),
                           and all payments by the Trustee to each of the
                           Participants under the Financing Documents,
                           including, without limitation, amounts payable under
                           paragraph (b) of this Section 5.05, shall be made
                           free and clear of and without reduction or liability
                           for Covered Taxes.

                  (b)      The Obligors shall indemnify the Lender, the Trustee,
                           the Agent and each Participant against, and reimburse
                           the Lender, the Trustee, the Agent and each
                           Participant on written demand for, any Covered Taxes
                           and any loss, liability, claim or expense, including
                           interest, penalties and legal fees (other than
                           interest, penalties or legal fees that arise solely
                           as a result of the gross negligence or willful
                           misconduct of the party to be indemnified, as
                           determined by a nonappealable court of competent
                           jurisdiction), the Lender, the Trustee, the Agent or
                           such Participant may incur at any time arising out of
                           or in connection with any failure of any Obligor to
                           make any payment of Covered Taxes when due.


                                     E-142
<PAGE>   23
                  (c)      In the event that the Obligors, any Person making a
                           payment hereunder on behalf of any Obligor, the
                           Trustee, the Agent or the Lender shall be required by
                           applicable law, decree or regulation to deduct or
                           withhold Covered Taxes from any amounts payable on,
                           under or in respect of this Agreement, the Loan or
                           any other Financing Document, the Obligors shall
                           promptly pay the Person entitled to such amount such
                           additional amounts as may be required, after the
                           deduction or withholding of Covered Taxes, to enable
                           such Person to receive on the due date thereof an
                           amount equal to the full amount stated to be payable
                           to such Person under or in respect of this Agreement
                           and the other Financing Documents.

                  (d)      As soon as practicable after any payment of Covered
                           Taxes to a Governmental Authority, the Parent shall
                           furnish to the Agent (with a copy to the Trustee)
                           original or certified official tax receipts in
                           respect of each payment of Covered Taxes required
                           under this Section 5.05, and shall promptly furnish
                           to the Agent any other information, documents and
                           receipts that the Agent (on its own behalf or on
                           behalf of the Lender or any Participant) may
                           reasonably require to establish to its satisfaction
                           that full and timely payment has been made of all
                           Covered Taxes required to be paid under this Section
                           5.05.

                  (e)      The Obligors agree to pay all present and future
                           stamp, court or documentary taxes and any other
                           excise taxes, charges or similar levies and any
                           related interest or penalties incidental thereto
                           which arise from any payment made by any Obligor
                           hereunder or from the execution, delivery,
                           enforcement or registration of the Financing
                           Documents.

                  (f)      If the Lender, any Participant, the Trustee or the
                           Agent is entitled to an exemption from or reduction
                           of withholding tax under the law of the jurisdiction
                           in which an Obligor is organized, or pursuant to any
                           applicable treaty for the avoidance of double
                           taxation, with respect to payments under this
                           Agreement or the Note, the Lender, the Trustee or the
                           Agent, as the case may be, shall use its reasonable
                           efforts to deliver to such Obligor, at the time or
                           times prescribed by applicable law or reasonably
                           requested by such Obligor, such properly completed
                           and executed documentation prescribed by applicable
                           law as will permit such payments to be made without
                           withholding or at a reduced rate.

                  (g)      The Obligors shall make all payments required to be
                           made by them pursuant to this Section 5.05, if for
                           account of a Participant, to the Lender for account
                           of the Participant entitled thereto. Upon receipt of
                           each such payment, the Lender shall promptly notify
                           the Agent, and the Agent shall notify such
                           Participant, of such receipt.

                  (h)      Notwithstanding anything to the contrary in this
                           Agreement or any other Financing Document, the
                           Obligors shall be required to make payments pursuant
                           to this Section 5 in respect of withholding tax only
                           to the extent that the rate of Covered Taxes does not
                           exceed the maximum rate of withholding tax on
                           interest to Persons who are not located in Tax Haven
                           Jurisdictions.

                  5.06 Mitigation. Before notifying an Obligor of any event
which will entitle the Lender to compensation pursuant to Section 5.01 or 5.05
hereof, or if the Lender is unable to honor its obligation to make or maintain
the Loan as a Eurodollar Loan pursuant to Section 5.03 hereof, the Agent (on
behalf of the Lender) shall designate a different Applicable Lending Office for
the Lender if such designation (i) will avoid the need for, or reduce the amount
of, such compensation or obviate the effect of such change in Requirement of Law
or in the interpretation or application thereof, as the case may be, in the
future and (ii) will not, in the reasonable judgment of the Agent and the
Lender, be materially disadvantageous to the Lender. The Borrowers hereby agree
to pay all reasonable costs and expenses incurred by the Lender and the Agent in
connection with any such designation; provided, that the Lender or the Agent, as
the case may be, shall deliver to the Parent a certificate describing in
reasonable detail all costs and expenses incurred by the Lender or the Agent
that are sought to be reimbursed by the Borrowers, which certificate shall be
conclusive and binding on the Borrowers in the absence of absent manifest error.


                                     E-143
<PAGE>   24
                              SECTION 6. GUARANTY.

                  6.01 THE GUARANTY. The Guarantors hereby jointly and severally
guarantee to the Lender, the Trustee and the Agent and their respective
successors and assigns the prompt payment in full when due (whether at stated
maturity, by acceleration or otherwise) of the principal of and interest on the
Loan and the Note and all other amounts whatsoever from time to time owing to
the Lender, the Agent and the Participants by each Borrower under the Financing
Documents, in each case strictly in accordance with the terms thereof (such
obligations being herein collectively called the "Guaranteed Obligations"). The
Guarantors hereby further jointly and severally agree that if any of the
Borrowers shall fail to pay in full when due (whether at stated maturity, by
acceleration or otherwise) any of the Guaranteed Obligations, the Guarantors
will promptly pay the same, without any demand or notice whatsoever, and that in
the case of any extension of time of payment or renewal of any of the Guaranteed
Obligations, the same will be promptly paid in full when due (whether at stated
maturity, by acceleration or otherwise) in accordance with the terms of such
extension or renewal.

                  6.02 OBLIGATIONS UNCONDITIONAL. The obligations of the
Guarantors under Section 6.01 hereof are absolute and unconditional, joint and
several, irrespective of the value, genuineness, validity, regularity or
enforceability of the obligations of the Borrowers under this Agreement, the
Note or any other agreement or instrument referred to herein or therein, or any
substitution, release or exchange of any other guarantee of or security for any
of the Guaranteed Obligations, and, to the fullest extent permitted by
applicable law, irrespective of any other circumstance whatsoever that might
otherwise constitute a legal or equitable discharge or defense of a surety or
guarantor, it being the intent of this Section 6.02 that the obligations of the
Guarantors hereunder shall be absolute and unconditional, joint and several,
under any and all circumstances. Without limiting the generality of the
foregoing, it is agreed that the occurrence of any one or more of the following
shall not alter or impair the liability of the Guarantors hereunder which shall
remain absolute and unconditional as described above:

                  (i)      at any time or from time to time, without notice to
                           the Guarantors, the time for any performance of or
                           compliance with any of the Guaranteed Obligations
                           shall be extended, or such performance or compliance
                           shall be waived;

                  (ii)     any of the acts mentioned in any of the provisions of
                           this Agreement or the Note or any other agreement or
                           instrument referred to herein or therein shall be
                           done or omitted;

                  (iii)    the maturity of any of the Guaranteed Obligations
                           shall be accelerated, or any of the Guaranteed
                           Obligations shall be modified, supplemented or
                           amended in any respect, or any right under this
                           Agreement or the Note or any other agreement or
                           instrument referred to herein or therein shall be
                           waived or any other guarantee of any of the
                           Guaranteed Obligations or any security therefor shall
                           be released or exchanged in whole or in part or
                           otherwise dealt with;

                  (iv)     any Lien granted to, or in favor of, the Lender as
                           security for any of the Guaranteed Obligations shall
                           fail to be perfected; or

                  (v)      any bankruptcy, insolvency, reorganization,
                           liquidation or similar proceedings in respect of any
                           Borrower shall be commenced or prosecuted.

The Guarantors hereby expressly waive diligence, presentment, demand of payment,
protest and all notices whatsoever, and any requirement that the Lender, the
Trustee or the Agent or any Participant exhaust any right, power or remedy or
proceed against the Borrowers under this Agreement or the Note or any other
agreement or instrument referred to herein or therein, or against any other
Person under any other guarantee of, or security for, any of the Guaranteed
Obligations. The Guarantors also hereby expressly waive all benefits set forth
in the following provisions of Brazilian law: articles 1491, 1493, 1498, 1499,
1500 and 1503 of the Civil Code and article 262 of the Commercial Code.


                                     E-144
<PAGE>   25
                  6.03 REINSTATEMENT. The obligations of the Guarantors under
this Section 6 shall be automatically reinstated if and to the extent that for
any reason any payment by or on behalf of the Borrowers in respect of the
Guaranteed Obligations is rescinded or must be otherwise restored by any holder
of any of the Guaranteed Obligations, whether as a result of any proceedings in
bankruptcy or reorganization or otherwise.

                  6.04 REMEDIES. The Guarantors agree that, as between the
Guarantors and the Lender, the obligations of the Borrowers under this Agreement
and the Note may be declared to be forthwith due and payable as provided in
Section 10 hereof (and shall be deemed to have become automatically due and
payable in the circumstances provided in said Section 10) for purposes of
Section 6.01 hereof notwithstanding any stay, injunction or other prohibition
preventing such declaration (or such obligations from becoming automatically due
and payable) as against the Borrowers and that, in the event of such declaration
(or such obligations being deemed to have become automatically due and payable),
such obligations (whether or not due and payable by the Borrowers) shall
forthwith become due and payable by the Guarantors for purposes of said Section
6.01.

                  6.05 INSTRUMENT FOR THE PAYMENT OF MONEY ONLY. The Guarantors
hereby acknowledge that the guarantee in this Section 6 constitutes an
instrument for the payment of money only, and consents and agrees that the
Lender or the Agent, at its sole option, in the event of a dispute by the
Guarantors in the payment of any moneys due hereunder, shall have the right to
bring motion-action under New York CPLR Section 3213.

                  6.06 CONTINUING GUARANTEE. The guarantee in this Section 6 is
a continuing guarantee, and shall apply to all Guaranteed Obligations whenever
arising.

                  6.07 RIGHTS OF CONTRIBUTION. The Borrowers agree that if any
of them shall become an Excess Funding Guarantor (as defined below) by reason of
the payment by such Borrower of any Guaranteed Obligations, each other Borrower
(each a "Contributing Guarantor") shall, on demand of such Excess Funding
Guarantor (but subject to the next sentence), pay to such Excess Funding
Guarantor an amount equal to such Contributing Guarantor's Pro Rata Share (as
defined below and determined, for this purpose, without reference to the
properties, debts and liabilities of such Excess Funding Guarantor) of the
Excess Payment (as defined below) in respect of such Guaranteed Obligations. The
payment obligation of the Borrowers to any Excess Funding Guarantor under this
Section 6.07 shall be subordinate and subject in right of payment to the prior
payment in full of the obligations of such Person under Section 6.01 hereof and
such Excess Funding Guarantor shall not exercise any right or remedy with
respect to such excess until payment and satisfaction in full of all such
obligations.

For purposes of this Section 6.07, (i) "Excess Funding Guarantor" means, in
respect of any Guaranteed Obligations, a Borrower that has paid an amount in
excess of its Pro Rata Share of such Guaranteed Obligations, (ii) "Excess
Payment" means, in respect of any Guaranteed Obligations, the amount paid by an
Excess Funding Guarantor in excess of its Pro Rata Share of such Guaranteed
Obligations and (iii) "Pro Rata Share" means, for any Borrower, the ratio
(expressed as a percentage) of (x) the amount by which the aggregate present
fair saleable value of all properties of such Borrower (excluding any shares of
stock of any other Borrower) exceeds the amount of all the debts and liabilities
of such Borrower (including contingent, subordinated, unmatured and unliquidated
liabilities, but excluding the obligations of such Borrower hereunder and any
obligations of any other Person that have been Guaranteed by such Borrower) to
(y) the amount by which the aggregate fair saleable value of all properties of
all of the Borrowers exceeds the amount of all the debts and liabilities
(including contingent, subordinated, unmatured and unliquidated liabilities, but
excluding the obligations of the Borrowers hereunder and under the Note) of all
of the Borrowers determined (A) with respect to any Borrower that is a party
hereto on the Drawdown Date, as of the Drawdown Date, and (B) with respect to
any other Borrower, as of the date such Person becomes a guarantor hereunder.

In any action or proceeding involving any state corporate law, or any state or
Federal bankruptcy, insolvency, reorganization or other law affecting the rights
of creditors generally, if the obligations of any Borrower under Section 6.01
hereof would otherwise, taking into account the provisions of Section 6.01
hereof, be held or determined to be void, invalid or unenforceable, or
subordinated to the claims of any other creditors, on account of the amount of
its liability under Section 6.01, then, notwithstanding any other provision
hereof to the contrary, the amount of such liability shall, without any further
action by such Borrower, the Lender, the Trustee, the Agent or


                                     E-145
<PAGE>   26
any other Person, be automatically limited and reduced to the highest amount
that is valid and enforceable and not subordinated to the claims of other
creditors as determined in such action or proceeding.

                        SECTION 7. CONDITIONS PRECEDENT.

                  7.01 CONDITIONS TO CLOSING. The obligation of the Lender to
make the Loan is subject to the conditions precedent that (i) the Closing Date
shall have occurred on or before October 20, 2000, (ii) no law or regulation
shall be applicable, in the judgment of the Lender, that restrains, prevents or
imposes materially adverse conditions upon the transactions contemplated hereby
and (iii) the Agent (on behalf of the Lender) shall have received the following
documents, each of which shall be in form and substance satisfactory to the
Agent and the Trustee:

                  (a)      Executed Agreement. This Agreement, duly executed and
                           delivered by the Obligors and each of the other
                           parties hereto.

                  (b)      Note. The Note, duly completed in accordance with
                           Section 2.04 hereof.

                  (c)      Other Financing Documents. Each of the Participation
                           Agreement and the Trust Agreement, duly executed and
                           delivered by each of the respective parties thereto.

                  (d)      Approvals. Certified copies of all licenses,
                           consents, authorizations and approvals of, and
                           notices to and filings and registrations with, any
                           Governmental Authority, and of all third-party
                           consents and approvals, required in connection with
                           the making and performance by each Obligor of each
                           Credit Document, except for (1) evidence of the
                           approval of Banco Central, which will enable the
                           Obligors to make remittances from Brazil in Dollars
                           of the principal of, and interest on, the Loan, as
                           well as approved fees, expenses and commissions (the
                           "Evidence of Registration"), to be obtained by the
                           Borrowers within 30 days from the Drawdown Date, (2)
                           any further authorizations from Banco Central which
                           will enable the Borrowers or the Guarantor, as the
                           case may be, to make remittances from Brazil in
                           Dollars, to make payments contemplated under the
                           Credit Documents not specifically covered by the
                           Certificate of Registration or to make payments
                           earlier than the respective due dates, to be
                           requested at such times as such payments are to be
                           made, and (3) the notarization and consularization of
                           the Financing Documents.

                  (e)      Corporate Documents. Certified copies of the
                           constitutive documents of each Obligor and of
                           documents (including, without limitation, appropriate
                           resolutions of its Board of Directors) evidencing the
                           due authorization by it of the making and performance
                           by it of each Financing Document to which it is
                           party.

                  (f)      Incumbency Certificate. A certificate of each Obligor
                           in substantially the form of Exhibit B hereto as to
                           the authority, incumbency and specimen signatures of
                           the persons who have executed the Financing Documents
                           to which it is party and any other documents in
                           connection herewith on its behalf.

                  (g)      Officer's Certificate. A certificate of each Obligor
                           confirming that the representations and warranties
                           set forth in Section 8 hereof are true on and as of
                           the Closing Date (or, if any such representation or
                           warranty is expressly stated to have been made as of
                           a specific date, as of such specific date).

                  (h)      Opinions of Counsel.


                                     E-146
<PAGE>   27
                           (1)      An opinion, dated the Closing Date, of _Mr.
                                    Alexandre D'Ambrosio of Tele Norte Celular
                                    Participacoes _______________, in-house
                                    Brazilian counsel to the Obligors, in
                                    substantially the form of Exhibit C hereto.

                           (2)      An opinion, dated the Closing Date, of
                                    Winthrop, Stimson, Putnam & Roberts, special
                                    New York counsel to the Obligors, in
                                    substantially the form of Exhibit D hereto.

                           (3)      An opinion, dated the Closing Date, of
                                    Pinheiro Guimaraes Advogados, special
                                    Brazilian counsel to the Lender, in
                                    substantially the form of Exhibit E hereto.

                           (4)      An opinion, dated the Closing Date, of
                                    Milbank, Tweed, Hadley & McCloy LLP, special
                                    New York counsel to the Lender, in
                                    substantially the form of Exhibit F hereto.

                  (i)      Political Risk Insurance. The Policy, duly executed
                           and delivered by OPIC, together with evidence of
                           payment of the premiums thereon which are then
                           required to have been paid in order for each Insured
                           (as such term is defined in Policy) to be entitled to
                           the full coverage of the applicable Policy in
                           accordance with the terms thereof.

                  (j)      Process Agent Acceptance. A Process Agent Acceptance,
                           duly executed and delivered by the Process Agent.

                  (k)      Fees. Evidence of payment by the Borrowers of the
                           fees and expenses then due and payable under Sections
                           2.03(a) and 12.03 hereof and payment of which does
                           not depend on the Certificate of Registration,
                           including without limitation, the reasonable fees and
                           expenses of Pinheiro Guimaraes Advogados, special
                           Brazilian counsel to the Lender, in connection with
                           the negotiation, preparation, execution and delivery
                           of the Financing Documents and the making of the Loan
                           and of any and all stamp taxes or similar taxes
                           payable in connection with the transactions
                           contemplated thereby.

                  (l)      Other. Such other documents as the Trustee or the
                           Agent may reasonably require in connection with the
                           Financing Documents.

                  7.02 ADDITIONAL CONDITIONS. The obligation of the Lender to
make the Loan is subject to the further conditions precedent that, both
immediately prior to the making of the Loan and also after giving effect thereto
and to the intended use thereof:

         (A)      no Default shall have occurred and be continuing or would
                  result from the Borrowing;

         (B)      the representations and warranties made by each Obligor in
                  Section 8 hereof shall be true in all material respects on and
                  as of the Drawdown Date with the same force and effect as if
                  made on and as of such date (or, if any such representation or
                  warranty is expressly stated to have been made as of a
                  specific date, as of such specific date);

         (C)      no law or regulation shall be applicable, in the judgment of
                  Agent and the Lender, that restrains, prevents or imposes
                  materially adverse conditions upon the transactions
                  contemplated hereby, and all corporate and other proceedings
                  and all documents, instruments and other legal matters in
                  connection with the transactions contemplated hereby shall be
                  satisfactory in form and substance to the Agent and the
                  Lender;

         (D)      the Agent shall have received the Notice of Borrowing in
                  accordance with Section 4.03 hereof;


                                     E-147
<PAGE>   28
         (E)      the Lender or the Agent shall not have received written
                  confirmation from the Majority Participants that they
                  believe (solely for purposes of this Agreement) since December
                  31, 1999, there has occurred a material adverse change in the
                  financial, economic or political condition of Brazil, or in
                  the market for loans or debt securities of Brazilian borrowers
                  or issuers;

         (F)      all actions to be taken in connection with the ownership
                  requirements specified in Sections 2.4 and 2.5 of the Trust
                  Agreement shall have been taken in accordance with said
                  Sections 2.4 and 2.5, and the Loan to be made shall be
                  entitled to the full benefits of the coverage provided under
                  the Policy; and

         (G)      the Agent shall have received such additional documents
                  relating to the transactions contemplated by the Financing
                  Documents as it may reasonably request.

The Notice of Borrowing shall constitute a certification by the Borrowers to the
effect that the conditions set forth in clauses (A) and (B) of this Section 7.02
will be fulfilled (both as of the date of such notice and, unless the Parent
otherwise notifies the Agent prior to the Drawdown Date, as of the Drawdown
Date).

                  7.03 FUNDING. Anything in this Agreement to the contrary
notwithstanding, the Lender shall not have any obligation to make the Loan
except to the extent that the Lender has actually received from the Participants
pursuant to the Participation Agreement, in Dollars at the place and in the
manner provided therein, the proceeds of the funding obligations of the
Participants thereunder.

                   SECTION 8. REPRESENTATIONS AND WARRANTIES.

                  On the date hereof and on the Drawdown Date, each Obligor (to
the extent specified) represents and warrants to the Lender, the Trustee and the
Agent, for the benefit of the Lender, the Trustee, the Agent, OPIC and the
Participants and with the understanding that the representations and warranties
contained in Section 8.16 hereof are the basis for the issuance by OPIC of the
Policy, that:

                  8.01 POWER AND AUTHORITY. Such Obligor (a) is a corporation
duly organized and validly existing under the laws of Brazil; (b) has all
requisite power and authority to carry on its business as now conducted and is
qualified to do business in every jurisdiction where such qualification is
required; (c) has full power, authority and legal right to make and perform each
of the Financing Documents to which it is a party and (in the case of each
Borrower) to borrow the Loan hereunder; (d) maintains in all material respects
proper books of record and account in which full, true and correct entries have
been made of all dealings and transactions in relation to its business and
activities; (e) has good title to, or valid leasehold interests in, all its real
and personal Property material to its business, subject only to Liens permitted
by Section 9.07(a) hereof and except for minor defects in title that do not
interfere with its ability to conduct its business as currently conducted; (f)
owns, or is licensed or otherwise permitted by contractual arrangement to use,
all trademarks, tradenames, copyrights, patents and other intellectual property
material to and used in its current business, and the use thereof by such
Obligor does not infringe upon the rights of any other Person except to the
extent, in each such case, any non-compliance is not reasonably likely to have a
Material Adverse Effect; and (g) is in compliance in all material respects with
all Requirements of Law of any Brazilian Governmental Authority applicable to it
or its Property and all material indentures, agreements and other instruments
binding upon it or its Property. No Default has occurred and is continuing.

                  8.02 SUBSIDIARIES; OWNERSHIP OF SHARE CAPITAL. Such Obligor
has no Subsidiaries, except, in the case of the Parent, the Borrowers. Such
Obligor is not the general partner in (or otherwise liable for the obligations
of) any partnership. As of the date hereof, Telesystem International directly or
indirectly owns (beneficially and of record) at least 48% of the Voting Shares
of Telpart Participacoes; Telpart Participacoes owns (beneficially and of
record) at least 50% of the Voting Shares of the Parent plus one such share and
maintains actual Control of the Parent; and the Parent owns (beneficially and of
record) at least 82% of the Voting Shares of each Borrower and maintains actual
Control of each Borrower.


                                     E-148
<PAGE>   29
                  8.03 DUE AUTHORIZATION, ETC. The making and performance by
such Obligor of the Financing Documents to which it is party and all other
documents and instruments to be executed and delivered hereunder by it (i) have
been duly authorized by all necessary corporate and, if required, by all
necessary shareholder action, (ii) do not contravene any Requirement of Law
(including regulations of Banco Central), applicable to such Obligor, or the
charter, by-laws or other organizational documents of such Obligor or any order
of any Brazilian Governmental Authority applicable to such Obligor, (iii) will
not violate or result in a default under any indenture, agreement or other
instrument binding upon such Obligor or its Property, or give rise to a right
thereunder to require any payment to be made by such Obligor and (iv) will not
result in the creation or imposition of any Lien on any Property of such
Obligor. No Obligor is engaged principally, or as one of its important
activities, in the business of extending credit for the purpose, whether
immediate, incidental or ultimate, of buying or carrying "margin stock" within
the meaning of Regulation U of the Board of Governors of the Federal Reserve
System. No part of the proceeds of the Loan will be used for the purpose,
whether immediate, incidental or ultimate, of buying or carrying any "margin
stock" within the meaning of Regulation U of the Board of Governors of the
Federal Reserve System.

                  8.04 NO ADDITIONAL AUTHORIZATION REQUIRED.

                  (a)      All licenses, authorizations and approvals and other
                           actions by, or notices to or filings or registrations
                           with, any Governmental Authority (including without
                           limitation ANATEL, the Ministry of Telecommunications
                           and Banco Central), and all third-party approvals,
                           required for the due execution, delivery and
                           performance by such Obligor of the Financing
                           Documents to which it is a party or for the legality,
                           validity or enforceability of the Financing Documents
                           have been obtained and are in full force and effect
                           and true copies thereof have been provided to the
                           Lender and the Agent, except for the Certificate of
                           Registration and any further authorizations from
                           Banco Central which will enable the Borrowers or the
                           Parent, as the case may be, to make remittances from
                           Brazil in Dollars, to make payments contemplated
                           under the Financing Documents not specifically
                           covered by the Certificate of Registration or to make
                           payments earlier than the respective due dates, to be
                           requested at such times as such payments are to be
                           made; and (c) the notarization and consularization of
                           the Financing Documents and the translation thereof
                           into Portuguese by a sworn translator, which is
                           required for a contract to be in proper legal form
                           under the laws of Brazil for enforcement thereof in
                           any competent Brazilian court.

                  (b)      All approvals, qualifications, authorizations,
                           licenses and permits of any Brazilian Governmental
                           Authority (including the Concession) or any other
                           third party that are necessary or prudent for the
                           conduct of the operations of such Obligor have been
                           duly obtained, are in full force and effect, are not
                           subject to appeal, are free from conditions or
                           requirements the compliance with which could have a
                           Material Adverse Effect and are held in the name of
                           such Obligor, except those approvals, qualifications,
                           authorizations, licenses and permits (i) the absence
                           of which is not reasonably likely to have a Material
                           Adverse Effect or (ii) that are not capable of being
                           obtained at the present time or that are not capable
                           as a matter of applicable law or prevailing practice
                           of the relevant Brazilian Governmental Authority or
                           third party of being obtained at the present time
                           (but as to which, in any such case such Obligor knows
                           of no reason the same will not be obtained in due
                           course).

                     8.05 LEGAL EFFECT. This Agreement has been duly executed
and delivered by such Obligor and is, and the Note when duly executed and
delivered by the Borrowers (together with the Guaranty (aval) of the Parent on
the Note) for value will be, legal, valid and binding obligations of such
Obligor, enforceable against such Obligor in accordance with their respective
terms, except as may be limited by (i) bankruptcy, insolvency, reorganization,
moratorium or similar laws of general applicability affecting the enforcement of
creditors' rights and (ii) the application of general principles of equity
(regardless of whether such enforceability is considered in a proceeding in
equity or at law).


                                     E-149
<PAGE>   30
                  8.06 FINANCIAL STATEMENTS; NO MATERIAL ADVERSE CHANGE.

                  (a)      Financial Condition. The Parent has heretofore
                           furnished to the Agent the consolidated balance sheet
                           of the Parent and its consolidated Subsidiaries and
                           the related consolidated statements of income,
                           stockholders' equity and cash flows, in each case on
                           a consolidated basis as of and for the fiscal year
                           ended December 31, 1999, and the corresponding
                           financial statements of the Borrowers on a Combined
                           Basis, reported on by its independent public
                           accountants. Such financial statements present
                           fairly, in all material respects, the consolidated
                           financial position and consolidated results of
                           operations and cash flows of the Parent and its
                           consolidated Subsidiaries on a consolidated basis and
                           the Borrowers on a Combined Basis as of such date and
                           for such period in accordance with GAAP.

                  (b)      No Material Adverse Change; No Undisclosed
                           Liabilities. Since December 31, 1999, there has been
                           no material adverse change in the business, assets,
                           operations, prospects or condition, financial or
                           otherwise, of the Parent and its consolidated
                           Subsidiaries on a consolidated basis or of the
                           Borrowers on a Combined Basis. Other than those set
                           forth in the financial statements furnished pursuant
                           to Section 8.06(a) hereof or most recently furnished
                           pursuant to Section 9.04(a) or (b) hereof, as the
                           case may be, or otherwise disclosed to the Agent, the
                           Parent and its consolidated Subsidiaries on a
                           consolidated basis have no material outstanding or
                           contingent obligations, claims or charges.

                  8.07 RANKING; PRIORITY. The payment obligations of such
Obligor under this Agreement and the Note are and will at all times be direct
and unconditional general obligations of such Obligor, and rank and will at all
times rank in right of payment and otherwise at least pari passu with all other
senior unsecured Indebtedness of such Obligor, whether now existing or hereafter
outstanding. There exists no Lien (including any Lien arising out of any
attachment, judgment or execution), nor any segregation or other preferential
arrangement of any kind, on, in or with respect to any of the Property of any
Borrower, except as expressly permitted by Section 9.07 hereof.

                  8.08 LITIGATION AND ENVIRONMENTAL MATTERS. There is no
litigation, investigation or proceeding pending or, to the best knowledge of
such Obligor, threatened against it or any Subsidiary thereof by or before any
Governmental Authority that (either individually or in the aggregate) if
adversely determined could reasonably be expected to have a Material Adverse
Effect. The operations and Property of such Obligor and each Subsidiary thereof
comply in all material respects with all applicable Environmental Laws. Such
Obligor (i) has not failed to obtain, maintain or comply with any permit,
license or other approval required under any Environmental Law applicable to it,
(ii) has not become subject to any Environmental Liability, (iii) has not
received notice of any claim with respect to any Environmental Liability and
(iv) does not know of any basis for any Environmental Liability that, in each of
the foregoing cases in this sentence, is reasonably likely to have a Material
Adverse Effect.

                  8.09 COMMERCIAL ACTIVITY; ABSENCE OF IMMUNITY. Such Obligor is
subject to civil and commercial law with respect to its obligations under the
Credit Documents to which it is a party. The execution, delivery and performance
by such Obligor of the Credit Documents to which it is a party constitute
private and commercial acts rather than public or governmental acts. Neither
such Obligor, nor any of its Properties, is entitled to any right of immunity in
any jurisdiction from suit, court jurisdiction, judgment, attachment (whether
before or after judgment), set-off or execution of a judgment or from any other
legal process or remedy relating to the obligations of any Borrower under this
Agreement or the Note (provided that equipment deemed essential to the
performance by the Obligors of public services may not be attached or executed
upon).

                  8.10 TAXES. There is no income, stamp or other tax, levy,
assessment, impost, deduction, charge or withholding of any kind imposed by
Brazil (or any municipality or other political subdivision or taxing authority
thereof or therein that exercises de facto or de jure power to impose such tax,
levy, assessment, impost, deduction, charge or withholding) either (a) on or by
virtue of the execution or delivery of the Financing Documents to which such
Obligor is party or (b) on any payment to be made by any Obligor pursuant to the
Credit Documents, other than withholding tax at a rate of 15% or, in the case of
payments made to a Person that is a resident of a Tax Haven


                                     E-150
<PAGE>   31
Jurisdiction on payments of interest, fees and commissions due hereunder, and
any such tax, levy, assessment, impost, deduction, charge or withholding imposed
on any Person as a result of such Person being organized under the laws of
Brazil or by virtue of its Applicable Lending Office being located in Brazil.
Such Obligor has timely filed or caused to be filed all material tax returns and
reports required to have been filed and has paid or caused to be paid all taxes
required thereunder to have been paid by it, except taxes that are being
contested in good faith by appropriate proceedings and for which it has set
aside on its books adequate reserves.

                  8.11 LEGAL FORM. Each Financing Document to which such Obligor
is party is in proper legal form under the laws of Brazil for the enforcement
thereof against such Obligor under such law, and if each were stated to be
governed by such law, it would constitute a legal, valid and binding obligation
thereof under such law, enforceable in accordance with its terms, except as such
enforceability may be limited by bankruptcy, insolvency, reorganization,
concordata, moratorium or similar laws of general applicability affecting the
enforcement of creditors' rights; provided that, for enforcement of such
Financing Document before Brazilian courts, (A)(x) the signatures of the parties
signing such Financing Document outside Brazil must be notarized by a notary
public qualified as such under the laws of the place of signing and the
signature of such notary public must be authenticated by a Brazilian consular
officer at a Brazilian consulate of competent authority or (y) this Agreement
must be registered with the competent Registry of Deeds and Documents, and (B)
this Agreement must be translated into Portuguese by a sworn translator.

                  8.12 FULL DISCLOSURE. As of the Drawdown Date, such Obligor
has disclosed to the Lender, the Trustee and the Agent all agreements,
instruments and corporate or other restrictions to which it is subject, and all
other matters (other than matters of a general macroeconomic nature) known to
it, that, individually or in the aggregate, could reasonably be expected to
result in a Material Adverse Effect. The information, reports, financial
statements, exhibits and schedules furnished in writing by or on behalf of such
Obligor to the Lender, the Trustee and the Agent in connection with this
Agreement or any other Financing Document or included herein or therein or
delivered pursuant hereto or thereto, taken as a whole, do not contain any
material misstatement of fact or omit to state any material fact necessary to
make the statements therein, in light of the circumstances under which they were
made, not misleading on the date as of which such information is stated or
certified; provided that, with respect to projected financial information, such
Obligor represents only that such information was prepared in good faith based
upon assumptions believed to be reasonable at the time. All written information
furnished after the date hereof by such Obligor to the Agent in connection with
the Financing Documents, the Policies and the transactions contemplated hereby
will be true, complete and accurate in every material respect, or (in the case
of projections) based on reasonable estimates, on the date as of which such
information is stated or certified.

                  8.13 LIENS; INDEBTEDNESS. Each Lien securing Indebtedness of
any Person outstanding on the date hereof in excess of $500,000 and covering any
Property of such Obligor or any Subsidiary thereof (other than any Permitted
Lien the enforcement of which could not be expected to have a Material Adverse
Effect), and the aggregate amount of Indebtedness secured (or that may be
secured) by each such Lien and the Property covered by each such Lien, is
publicly disclosed in the financial statements of such Obligor or its
Subsidiaries that are filed with and publicly available through the Comissao de
Valores Mobiliarios of Brazil and is correctly described in such financial
statements. The Property of such Obligor and each Subsidiary thereof is subject
to no Lien in excess of $500,000 except as set forth in such public filings.

                  8.14 POLICY OF THE BOARD OF GOVERNORS OF THE FEDERAL RESERVE
SYSTEM. By execution of this Agreement, each Obligor acknowledges that it is the
policy of the Board of Governors of the Federal Reserve System of the United
States of America that extensions of credit by international banking facilities,
such as the Loan, may be used only to finance operations outside the United
States of America of the Borrowers or of the Borrowers' Affiliates outside the
United States of America.

                  8.15 YEAR 2000. The Parent and each Borrower is Year 2000
Compliant. As of the Drawdown Date, on the basis of reasonable inquiries made,
the Parent reasonably believes that each of Telecomunicacoes de Para S.A.,
Telecomunicacoes de Amapa S.A., Telecomunicacoes de Roraima S.A.,
Telecomunicacoes de Maranhao S.A. and Telecomunicacoes de Amazonas S.A. (each, a
sociedade anonima organized under Brazilian law) is Year


                                     E-151
<PAGE>   32
2000 Compliant on or prior to December 31, 1999, and each of said Persons and
the Parent and each Borrower will remain Year 2000 Compliant thereafter.

                  8.16 THE POLICY. All information with respect to the Project
and such Obligor provided by such Obligor to the Lender, the Agent, any
Participant, the Trustee or OPIC in connection with or for inclusion in the
Policies, and all information contained in the OPIC Application (as such term is
defined in the Participation Agreement) and the Policies is, in each case, true
and correct in all material respects. All information previously provided to
OPIC by any Obligor concerning any Obligor's environmental protection and worker
health and safety practices (together, the "Protective Practices Information")
is true and correct in all material respects. On the date of each Policy, such
Obligor would have been legally able (a) to convert Reais into Dollars and (b)
to transfer such Dollars to the United States of America.

                  8.17 INVESTMENT COMPANY. Such Obligor is not an "investment
company", or a company "controlled" by an "investment company", within the
meaning of the Investment Company Act of 1940, as amended.

                              SECTION 9. COVENANTS.

                  Each Obligor (to the extent specified) covenants and agrees
with the Lender, the Trustee and the Agent, for the benefit of the Lender, the
Trustee, the Agent, OPIC and the Participants and with the understanding that
the covenants in Sections 9.15, 9.16 and 9.17 hereof are the basis for the
issuance by OPIC of the Policies, that, until the payment in full of the
principal of and interest on the Loan and of all other amounts payable hereunder
and so long as the Commitment is outstanding:

                  9.01 EXISTENCE; BOOKS AND RECORDS.

                  (a)      Except pursuant to transactions permitted under
                           Section 9.12(a) allowing for the termination of any
                           Obligor's legal existence, each Obligor will do or
                           cause to be done all things necessary to preserve,
                           renew and keep in full force and effect its legal
                           existence and the rights, licenses, permits,
                           privileges and franchises material to the conduct of
                           its businesses.

                  (b)      Each Obligor will keep proper books of record and
                           account in which full, true and correct entries, in
                           all material respects, are made of all dealings and
                           transactions in relation to its business and
                           activities. Each Obligor will permit any
                           representatives designated by the Agent, upon at
                           least five Business Days' prior notice, to visit and
                           inspect its properties, to examine and make extracts
                           from its books and records, and to discuss its
                           affairs, finances and condition with its officers and
                           independent accountants, all at such reasonable times
                           and as often as reasonably requested, provided that,
                           unless a Default has occurred and is continuing, the
                           cost and expenses of such representatives shall be
                           for the account of such Participant, the Agent or the
                           Lender, as the case may be.

                  (c)      Each Obligor will timely pay and discharge at or
                           before maturity all of its material obligations
                           except where the same are contested in good faith and
                           by proper proceedings and against which adequate
                           reserves are being maintained to the extent required
                           by GAAP.

                  9.02 COMPLIANCE WITH LAW; TAXES; INSURANCE. Each Obligor will,
and will cause each of its Subsidiaries to:

                  (a)      comply with all Requirements of Law of any
                           Governmental Authority applicable to it or its
                           Property except where failure to do so, individually
                           or in the aggregate, is not reasonably likely to have
                           a Material Adverse Effect;


                                     E-152
<PAGE>   33
                  (b)      file all material tax returns that are required to be
                           filed by such Person and pay and discharge all taxes
                           on such Person's income, profits or Property in a
                           timely manner but in any event prior to the date on
                           which penalties attach thereto; provided that such
                           Person shall not be required to discharge any tax
                           that is being contested in good faith and by
                           appropriate proceedings diligently pursued and for
                           which adequate reserves are being maintained or any
                           tax, the disputed amount of which is immaterial and
                           as to which no enforcement action has been commenced;
                           and

                  (c)      keep and maintain all Property material to the
                           conduct of its business in good working order and
                           condition, ordinary wear and tear excepted, and
                           maintain, with financially sound and reputable
                           insurance companies, insurance in such amounts and
                           against such risks as are customarily maintained by
                           companies engaged in the same or similar businesses
                           operating in the same or similar locations.

                  9.03 GOVERNMENTAL AUTHORIZATIONS. Each Obligor will at its own
expense (i) maintain in full force and effect, to the extent such have already
been obtained and continue to be necessary for the conduct of the operations of
such Obligor and (ii) promptly obtain or make from time to time, to the extent
such have not already been obtained, all such governmental licenses,
authorizations, consents, registrations, permits and approvals as may be
required for such Obligor to comply with its obligations and preserve its rights
under, and for the validity and enforceability of, each of the Financing
Documents to which it is a party, except in each case those governmental
licenses, authorizations, consents, registrations, permits and approvals that
are not capable of being obtained at the present time or that are not capable as
a matter of applicable law or prevailing practice of the relevant Brazilian
Governmental Authority or third party of being obtained at the present time (but
as to which, in any such case such Obligor knows of no reason the same will not
be obtained in due course) or, in the case of clause (i) above, the failure to
obtain which is not reasonably likely to have a Material Adverse Effect. Without
limiting the foregoing, the Borrowers shall deliver a copy of the Certificate of
Registration issued in respect of the Loan by Banco Central within five days
from the date of issuance thereof.

                  9.04 FINANCIAL STATEMENTS, ETC. The Parent will furnish to the
Agent for distribution to the Lender and the Participants:

                  (a)      Within 120 days after the end of each fiscal year of
                           the Obligors, (i) the audited consolidated balance
                           sheet of the Parent and its consolidated Subsidiaries
                           as at the end of each fiscal year and the related
                           consolidated statements of operations, stockholders'
                           equity and cash flows for such fiscal year, setting
                           forth in each case in comparative form the figures
                           for the previous fiscal year, all reported on by its
                           independent public accountants of recognized national
                           standing (without a "going concern" or like
                           qualification or exception and without any
                           qualification or exception as to the scope of such
                           audit) to the effect that such financial statements
                           present fairly in all material respects the
                           consolidated financial condition and consolidated
                           results of operations of the Parent and its
                           consolidated Subsidiaries in accordance with GAAP
                           consistently applied, (ii) the balance sheet and
                           related statements of operations, stockholders'
                           equity and cash flows of the Borrowers (on a Combined
                           Basis) as of the end of and for such year and (iii) a
                           certificate by a Financial Officer of one of the
                           Borrowers setting forth, with respect to the last
                           fiscal quarter of such fiscal year, the calculation
                           of the financial ratios set forth in Section 9.11
                           hereof with respect to such fiscal quarter;

                  (b)      Within 45 days after the end of each of the first
                           three fiscal quarters of each fiscal year of the
                           Obligors, (i) the consolidated balance sheet of the
                           Parent and its consolidated Subsidiaries as at the
                           end of such fiscal quarter and the related statements
                           of operations of the Parent and its consolidated
                           Subsidiaries, and the corresponding financial
                           statements of the Borrowers (on a Combined Basis) as
                           of the end of and for such fiscal quarter and the
                           then-elapsed portion of the fiscal year, setting
                           forth in each case in comparative form the figures
                           for (or, in the case of the balance sheet, as of the
                           end of) the


                                     E-153
<PAGE>   34
                           corresponding period or periods of the previous
                           fiscal year, all certified by a Financial Officer of
                           the Parent and of the Borrowers as presenting fairly
                           in all material respects the financial condition and
                           results of operations of the Parent and its
                           consolidated Subsidiaries, and the financial
                           condition and results of operations of the Borrowers
                           on a Combined Basis, in accordance with GAAP
                           consistently applied, subject to normal year-end
                           audit adjustments, (ii) a certificate by a Financial
                           Officer of any of the Borrowers setting forth the
                           calculation of the financial ratios set forth in
                           Section 9.11 hereof with respect to such fiscal
                           quarter and specifying subscriber information
                           (including the number of subscribers, churn rate and
                           the number of pre-paid and post-paid subscribers) and
                           (iii) all financial statements submitted by any
                           Obligor to Comissao de Valores Mobiliarios during
                           such fiscal quarter;

                  (c)      Concurrently with any delivery of financial
                           statements under clause (a) or (b) of this Section,
                           (i) a certificate of a Financial Officer of the
                           Parent and of the Borrowers (x) certifying as to
                           whether a Default has occurred and, if a Default has
                           occurred, specifying the details thereof and any
                           action taken or proposed to be taken with respect
                           thereto and (y) stating whether any change in GAAP or
                           in the application thereof has occurred since the
                           date of the audited financial statements referred to
                           in Section 8.06 hereof and, if any such change has
                           occurred, specifying the effect of such change on the
                           financial statements accompanying such certificate
                           and (ii) a certificate of a Financial Officer of the
                           Parent (x) setting forth in reasonable detail the
                           calculations required to establish whether the
                           consolidated financial statements of the Borrowers
                           were in compliance with requirements of Section 9.11
                           (Financial Covenants) on the date of such statements
                           and stating whether any Default exists on the date of
                           such certificate and, if a Default has occurred and
                           is continuing, specifying the details thereof of any
                           action taken or proposed to be taken with respect
                           thereto;

                  (d)      Concurrently with any delivery of financial
                           statements under clause (a) of this Section, a
                           certificate of the accounting firm that reported on
                           such financial statements stating (i) that the
                           balance sheet and related statements of operations,
                           stockholders' equity and cash flows delivered
                           pursuant to clause (a)(ii) of this Section present
                           fairly in all material respects the financial
                           condition and results of operations of the Parent,
                           and of the Borrowers on a Combined Basis, in
                           accordance with GAAP consistently applied and (ii)
                           whether they obtained knowledge during the course of
                           their examination of the financial statements
                           delivered under clause (a) of this Section of any
                           Default (which certificate may be limited to the
                           extent required by accounting rules or guidelines);

                  (e)      Promptly, written notice of the following, upon any
                           Obligor's obtaining knowledge thereof: (i) the
                           occurrence of any Default; (ii) the filing or
                           commencement of any action, suit or proceeding by or
                           before any arbitrator or Governmental Authority
                           against or affecting such Obligor that, if adversely
                           determined, is reasonably likely to have a Material
                           Adverse Effect; and (iii) any other development
                           (other than developments of a general macroeconomic
                           nature) that results in, or is reasonably likely to
                           result in, a Material Adverse Effect. Each notice
                           delivered under this Section shall be accompanied by
                           a statement of a Financial Officer or other executive
                           officer of the Parent setting forth the details of
                           the event or development requiring such notice and
                           any action taken or proposed to be taken with respect
                           thereto;

                  (f)      Without prejudice to Section 9.15 hereof, promptly
                           after the occurrence of any breach by any Obligor of
                           any of its material obligations specified in either
                           Policy, notice thereof with a reasonable description
                           of such breach; and

                  (g)      From time to time such additional information
                           regarding the operations, business affairs and
                           financial condition of the Obligors, or compliance
                           with the terms of the Credit


                                     E-154
<PAGE>   35
                           Documents, as the Lender, the Agent or any
                           Participant through the Agent may reasonably request.

                  9.05 RANKING. Each Obligor will promptly take all actions as
may be necessary to ensure that the obligations of the Obligors under this
Agreement and the Note will at all times constitute unconditional and
unsubordinated general obligations thereof ranking at least pari passu with all
other present and future senior unsecured Indebtedness thereof.

                  9.06 INDEBTEDNESS. No Borrower will Guarantee any Indebtedness
of the Parent; no Borrower will Guarantee any Indebtedness of the other
Borrowers or any of them in excess of $10,000,000 in the aggregate as to all
Borrowers; and without limiting the foregoing, no Borrower will create, incur,
assume or permit to exist any Indebtedness, except:

                  (a)      Indebtedness created hereunder;

                  (b)      Indebtedness outstanding on the date hereof, and any
                           refinancings or refundings of such Indebtedness,
                           provided that the amount of such refinancings and
                           refundings thereof does not exceed the amount of such
                           Indebtedness refinanced or refunded (including
                           principal outstanding on the date hereof and interest
                           accrued to the date hereof but unpaid);

                  (c)      other unsecured Indebtedness; provided that any such
                           Indebtedness (other than Indebtedness owing to any
                           other Obligor) owing to an Affiliate shall (1) have
                           no fees payable by such Obligor to the lender of such
                           Indebtedness and (2) have economic terms no more
                           favorable to the lender of such Indebtedness than
                           arm's-length terms available to such Obligor on the
                           date of incurrence of such Indebtedness for similar
                           Indebtedness;

                  (d)      Indebtedness under any BNDES Financing;

                  (e)      Capital Lease Obligations, provided that the
                           aggregate outstanding principal amount of such
                           Indebtedness of all the Borrowers does not exceed an
                           amount equal to 2.0% of the Total Assets of the
                           Borrowers (on a Combined Basis) at the time of
                           incurrence of any such Indebtedness;

                  (f)      Indebtedness secured by Liens permitted under Section
                           9.07(a)(4) hereof, provided that the aggregate
                           outstanding principal amount of such Indebtedness
                           incurred by all the Borrowers does not exceed an
                           amount equal to 2.0% of the Total Assets of the
                           Borrowers (on a Combined Basis) at the time of and
                           immediately after giving effect to incurrence of any
                           such Indebtedness;

                  (g)      Hedging Agreements permitted under Section 9.13(b)
                           hereof; and

                  (h)      Indebtedness secured by Liens permitted under Section
                           9.07(a)(5) hereof;

provided that, immediately after giving effect to the incurrence of such
Indebtedness, the Borrowers would be in compliance with Section 9.11 hereof; and
provided, further, that in no event shall any Borrower create, incur, assume or
permit to exist any Indebtedness owing to Telpart Participacoes, Telesystem
International and/or Opportunity Mem.

                  9.07 NEGATIVE PLEDGE.

                  (a)      No Borrower will create, assume or suffer to exist
                           any Lien on its Property (including, without
                           limitation, any shares of the capital stock or other
                           securities of itself) now owned or hereafter acquired
                           by it, except:


                                     E-155
<PAGE>   36
                           (1)      Permitted Liens;

                           (2)      any Lien existing on any Property prior to
                                    the acquisition thereof by such Borrower;
                                    provided that (x) such Lien is not created
                                    in contemplation of or in connection with
                                    such acquisition, (y) such Lien shall not
                                    apply to any other Property of such Borrower
                                    and (z) such Lien shall secure only those
                                    obligations which it secures on the date of
                                    such acquisition;

                           (3)      Liens existing on any asset of such Borrower
                                    on the date hereof, and any renewals,
                                    extensions and modifications thereof,
                                    provided that such renewals, extensions and
                                    modifications thereof do not (x) extend to
                                    any assets of such Borrower other than those
                                    subject to such Lien on the date hereof and
                                    (y) secure Indebtedness in an amount in
                                    excess of the Indebtedness secured by such
                                    Lien on the date hereof;

                           (4)      purchase money Liens on equipment or real
                                    estate acquired or held by such Borrower in
                                    the ordinary course of business to secure
                                    the purchase price of such equipment or real
                                    estate or to secure Indebtedness permitted
                                    under Section 9.06(f) incurred solely for
                                    the purpose of financing the acquisition of
                                    such equipment or real estate to be subject
                                    to such Liens, or extensions, renewal or
                                    replacements of any of the foregoing for the
                                    same or lesser amount; provided, however,
                                    that no such Lien shall extend to or cover
                                    any Property other than the equipment or
                                    real estate being acquired, and no such
                                    extension, renewal or replacement shall
                                    extend to or cover any Property not
                                    theretofore subject to the Lien being
                                    extended, renewed or replaced;

                           (5)      Liens on any assets with an aggregate value
                                    of up to but not exceeding an amount equal
                                    to 2% of Total Assets (at the time of
                                    incurrence) to secure Indebtedness permitted
                                    under Section 9.06(d); provided, however,
                                    that if Liens on any assets in excess of 2%
                                    of Total Assets as aforesaid, at the option
                                    of the Agent, such Borrower shall have
                                    granted Liens, satisfactory in form and
                                    substance to the Agent in its sole
                                    discretion, extending to or covering assets
                                    of such Borrower (which, if possible, are of
                                    a similar type as the assets subject to the
                                    Liens granted in accordance with this
                                    Section) the book value of which is at least
                                    equal to the book value of the equipment or
                                    real estate subject to the Liens granted in
                                    accordance with this Section, calculated in
                                    each case at the time of the granting of
                                    such Liens;

                           (6)      Liens in connection with any conditional
                                    sale agreement on any handset inventory and
                                    any handset accessories of such Borrower,
                                    provided that such Liens shall not secure an
                                    aggregate purchase price of such inventory
                                    as provided in the applicable conditional
                                    sale agreement in an aggregate amount for
                                    all the Borrowers in excess of 2.0% of the
                                    Total Assets of the Borrowers (on a Combined
                                    Basis) at the time of any such purchase; and

                           (7)      Liens in connection with Capital Lease
                                    Obligations permitted under Section 9.06(e),
                                    provided that no such Liens shall extend to
                                    or cover any assets other than the assets
                                    subject to such Capital Lease Obligations.

                  (b)      In addition, the Parent will not create, incur,
                           assume or permit to exist any Lien on any shares of
                           capital stock in any Borrower now owned or hereafter
                           acquired by it, except Permitted Liens.


                                     E-156
<PAGE>   37
                  9.08 TRANSACTIONS WITH AFFILIATES. Each Borrower will not, and
will not permit any of its Subsidiaries that are created or acquired after the
date hereof to, sell, lease or otherwise transfer any Property to, or purchase,
lease or otherwise acquire any Property from, or otherwise engage in any other
transactions with, any of its Affiliates, except (i) transactions at prices and
on terms and conditions not less favorable to such Borrower than could be
obtained on an arm's-length basis from unrelated third parties, (ii)
transactions set forth in the Technical Services Agreement between the Borrowers
and Telesystem International Wireless, Inc. with respect to the provision of
technical and management services by said corporation to the Borrowers, (iii)
transactions among the Borrowers and (iv) transactions expressly permitted
herein.

                  9.09 CONDUCT OF BUSINESS. Each Obligor will at all times
conduct its business in accordance with prudent business and financial
practices.

                  9.10 USE OF PROCEEDS. The Borrowers will use the proceeds of
the Loan solely to purchase and install certain goods and services related to
the Project; provided, that neither the Agent nor the Lender shall be
responsible as to the use of any of such proceeds.

                  9.11 FINANCIAL COVENANTS.

                  (a)      Total Leverage Ratio. The Borrowers (on a Combined
                           Basis) will not, at any time, permit the aggregate
                           outstanding amount of Net Debt for Borrowed Money to
                           exceed(i), during the period beginning as of the
                           Drawdown Date through the Final Maturity Date, 325%
                           of Annualized EBITDA.

                  (b)      Foreign Currency Leverage Ratio. The Borrowers (on a
                           Combined Basis) will not, at any time, permit the
                           aggregate outstanding amount of Net Foreign Currency
                           Indebtedness to exceed, during the period beginning
                           as of the Drawdown Date through the Final Maturity
                           Date, 250% of Annualized EBITDA.

                  (c)      EBITDA to Debt Service Ratio. The Borrowers (on a
                           Combined Basis) will not permit, as of the end of the
                           most recently completed fiscal quarter, Annualized
                           EBITDA for such fiscal quarter to be an amount less
                           than(i), in the case of each fiscal quarter during
                           the period beginning as of the Drawdown Date through
                           the Final Maturity Date, 125% of Debt Service for the
                           then most recently completed four fiscal quarters.

                  9.12 FUNDAMENTAL CHANGES.

                  (a)      Mergers, Consolidations, Disposal of Assets, Etc. No
                           Obligor will merge into or consolidate with any other
                           Person, or permit any other Person to merge into or
                           consolidate with it, or sell, transfer, lease or
                           otherwise dispose of (in one transaction or in a
                           series of transactions) all or any substantial part
                           of its assets (whether now owned or hereafter
                           acquired) or its Concession or any frequency
                           allocation under such Concession, or liquidate or
                           dissolve (each a "Merger"), except (A) a Merger
                           between a Borrower and an Approved Merger Candidate
                           (an "Approved Merger"), (B) Mergers among Obligors
                           and (C) a Merger between the Parent and any Person
                           other than a Borrower (a "Parent Merger"); provided
                           that (i) with respect to an Approved Merger with
                           Telemig Celular S.A., Telemig Celular S.A., shall not
                           have Merged with or acquired any other Person after
                           the date hereof other than another Approved Merger
                           Candidate or any Obligor; (ii) with respect to an
                           Approved Merger or a Parent Merger, (x) such Obligor
                           is the surviving entity or the surviving entity
                           assumes all the obligations of such Obligor under the
                           Credit Documents; (y) immediately after giving effect
                           to such Merger, no Default will exist; and (z)
                           immediately after giving effect to such Merger, the
                           Loan will rank at least pari passu with all other
                           senior unsecured Indebtedness of the surviving
                           entity, whether now existing or hereafter
                           outstanding; and (iii) with respect to an Approved
                           Merger or a Merger between the Parent and any
                           Borrower after the occurrence of any Parent Merger


                                     E-157
<PAGE>   38
                           (other than with Telemig Celular Participacoes S.A.),
                           the Agent shall have received satisfactory evidence
                           that an indicative credit rating of the proposed
                           entity shall have been obtained within 60 days prior
                           to the closing of such Merger from Standard & Poor's
                           Rating Services, a division of The McGraw-Hill
                           Companies, Moody's Investors Services Inc. or Duff &
                           Phelps Credit Rating Co., and such indicative credit
                           rating shall be equal or better than the actual
                           credit rating of such Borrower obtained from any such
                           credit rating company within 60 days prior to the
                           closing of such Merger, provided that the impact of
                           country risk shall have been excluded from the
                           determination of such indicative credit rating and
                           such actual credit rating.

                  (b)      Lines of Business. No Borrower will engage in any
                           business other than the provision of
                           telecommunications services expressly permitted
                           pursuant to its Concession and any other activities
                           that are reasonably related to the provision of
                           telecommunications services not expressly prohibited
                           pursuant to such Concession.

                  (c)      Subsidiaries. No Borrower will create or permit to
                           exist any Subsidiaries other than the Subsidiaries
                           listed in Section 8.02 hereof or resulting from a
                           Merger under clause (a) of this Section 9.12.

                  9.13. INVESTMENTS; HEDGING AGREEMENTS.

                  (a)      Investments, Etc. No Borrower will make any loan or
                           advance to the Parent; except for the Indebtedness of
                           the Borrowers created hereunder, no Borrower will
                           make loans or advances to, or Guarantee any
                           obligations of, the other Borrowers or any of them in
                           excess of $10,000,000 in the aggregate as to all
                           Borrowers; and without limiting the foregoing no
                           Borrower will purchase, hold or acquire any capital
                           stock, evidences of indebtedness or other securities
                           (including any option, warrant or other right to
                           acquire any of the foregoing) of, make or permit to
                           exist any loans or advances to, Guarantee any
                           obligations of, or make or permit to exist any
                           investment or any other interest in, any other
                           Person, or purchase or otherwise acquire (in one
                           transaction or a series of transactions) any assets
                           of any other Person constituting a business unit,
                           except investments made in the ordinary course of
                           business of such Borrower, including without
                           limitation (i) investments made in Cash Equivalents,
                           (ii) loans or advances to employees in the ordinary
                           course of business in an aggregate amount among all
                           the Borrowers not to exceed $1,000,000 in any
                           calendar year, (iii) advance payments to vendors and
                           other extensions of trade credit in the ordinary
                           course of business, (iv) investments in connection
                           with Hedging Agreements permitted under Section
                           9.13(b) hereof and (v) investments in another
                           Borrower. Notwithstanding anything in the immediately
                           preceding sentence to the contrary, no Borrower will
                           make any loans or advances to, or Guarantee any
                           obligations of, any Affiliate of such Borrower, other
                           than another Borrower (subject to the limitations set
                           forth in the first sentence of this Section 9.13(a)).

                  (b)      Hedging Agreements. Such Borrower will not enter into
                           any Hedging Agreement, other than Hedging Agreements
                           entered into in the ordinary course of business to
                           hedge or mitigate risks to which such Borrower is
                           exposed in the conduct of its business or the
                           management of its liabilities.

                  9.14. DIVIDEND PAYMENTS. No Borrower will, without the prior
written consent of the Agent (acting with the consent of the Majority
Participants), declare or pay any Dividend Payment at any time, except that any
Borrower may (so long as no Event of Default has occurred and is continuing)
declare and pay Dividend Payments in any fiscal year of such Borrower if such
Borrower has paid all principal of and interest on the Loan and all other
amounts due and payable by it under the Credit Documents during the immediately
preceding fiscal year of such Borrower; provided, that this Section 9.14 shall
in no event be construed to require a Borrower to violate any obligation to pay
dividends pursuant to applicable Brazilian law.


                                     E-158
<PAGE>   39
                  9.15 POLICY.

                  (a)      The Borrowers will pay in full to OPIC, for the
                           account of the Lender, all premiums on the Policies
                           in full as and when due as therein provided (and the
                           Agent will promptly inform the Guarantor thereof).
                           Any payments under this Section 9.15(a) shall not
                           constitute an advance to the Trust (as such term is
                           defined in the Trust Agreement) and shall not be
                           reimbursed by the Trustee to the Borrowers from the
                           Trust Estate (as such term is defined in the Trust
                           Agreement).

                  (b)      Each Borrower will carry out in good faith all
                           preventative and remedial procedures described or
                           referenced in the Protective Practices Information.

                  (c)      Each Borrower will ensure that no action will be
                           taken to prevent its employees from lawfully
                           exercising their right of free association and their
                           right to organize and bargain collectively. Each
                           Borrower will observe applicable laws relating to
                           acceptable conditions of work with respect to minimum
                           wages, hours of work, and occupational health and
                           safety, and agrees to ensure that forced labor is not
                           and will not be used at the foreign enterprise. Each
                           Borrower will ensure that (i) such Borrower will not
                           take any action on the basis of the right of
                           association or collective bargaining activities or
                           membership that may result in the termination,
                           suspension, demotion, or transfer of any of its
                           employees, or by an officer, agent or representative
                           thereof; (ii) all employees shall have the right to
                           remove themselves from hazardous situations without
                           jeopardizing their continued employment, (iii) no
                           person under the age of 16 shall be employed by such
                           Borrower for general labor, and no person under the
                           age of 18 shall be employed by such Borrower for work
                           involving hazardous activities; (iv) such Obligor
                           shall not engage in or permit, with respect to the
                           Project, any discriminatory treatment in its hiring
                           practices, wage assessment and payment, job
                           promotion, and employment development and training
                           relating to any prospective or actual employee and/or
                           group of employees on the basis of race, color,
                           ethnic origin, gender, or religious affiliation; and
                           (v) the preceding provisions shall apply to all
                           Engineering, Procurement, and Construction (EPC), and
                           Operation and Maintenance (O&M) contractors and
                           subcontractors. No Borrower is responsible under this
                           paragraph for any action taken by any Governmental
                           Authority of Brazil.

                  (d)      With respect to its cellular telephone network, no
                           obligor nor any of its affiliates that such Obligor
                           controls or has the ability to control, whether by
                           ownership interest or management contract or
                           otherwise (a "Controlled Affiliate") will offer or
                           promote the offering of services marketed as
                           telecommunications containing sexually explicit adult
                           content (the "Designated Services"). No Borrower nor
                           any of its Affiliates shall have any duty to prevent
                           any person or persons not such Borrower or its
                           Affiliate from offering the Designated Services.

                  (e)      The Obligors will carry out the Project in accordance
                           with the International Finance Corporation
                           "Environmental, Health and Safety Guidelines for
                           Telecommunications" dated July 1, 1998, and will
                           assure that the Project will meet ANSI Standards for
                           Radio Frequency and Field Exposure (IEE C95 1991).

                  (f)      To the extent required by the Policies, each Borrower
                           agrees to deliver to the Lender the calculation of
                           premiums and information for the election of coverage
                           for the Policy.

                  (g)      Each Obligor will take such action as any Participant
                           shall reasonably request through the Agent that is
                           required of such Obligor in order for such
                           Participant to comply with the provisions of the
                           Policies; provided, however, that such Obligor shall
                           not be required to take any action that would
                           contravene applicable law.


                                     E-159
<PAGE>   40
                  9.16 INCONVERTIBILITY.

                  (a)      Notwithstanding anything contained in Section
                           9.16(b), if an Inconvertibility Event exists at any
                           time, each Obligor shall use whatever lawful means
                           are available to convert Reais into Dollars through
                           any customary legal channels for transactions similar
                           to the transactions contemplated under and in
                           connection with this Agreement and the other
                           Financing Documents.

                  (b)      Without prejudice to any right of the Lender (on
                           behalf of the Participants) under or in connection
                           with the Financing Documents, if an Inconvertibility
                           Event occurs in respect of any payment due under this
                           Agreement or the Note, upon and in accordance with
                           written instructions of the Lender, the Obligors
                           shall, within two Business Days following delivery of
                           such written instructions (the "Inconvertibility
                           Account Creation Date"), make one or more deposits,
                           in an account in the name of the Lender (the
                           "Inconvertibility Account") established by the Lender
                           and identified by written notice delivered by the
                           Lender to the Obligors (or, upon written request
                           delivered by the Lender to the Obligors, established
                           by either Obligor), for application as provided in
                           the Policy, as set forth below. The Obligors shall
                           deposit or cause to be deposited into the
                           Inconvertibility Account:

                           (1)      on the Inconvertibility Account Creation
                                    Date, the amount of Reais resulting from
                                    converting to Reais the Dollar amount of
                                    such payment due at (x) the official rate of
                                    exchange applicable to the type of
                                    remittance on the date such payment was due,
                                    or (y) if Dollars are generally not
                                    available at the applicable official rate of
                                    exchange and exchanges of Reais for Dollars
                                    are generally effected through another
                                    customary legal channel, then at the
                                    effective rate of exchange applicable to
                                    exchanges effected through such channel on
                                    the date such payment was due; plus

                           (2)      on the Inconvertibility Account Creation
                                    Date, the amount of Reais which would have
                                    been sufficient for the Borrowers to pay any
                                    and all taxes, commissions or charges which
                                    would have been due in connection with the
                                    purchase and remittance abroad of the Dollar
                                    amount of the payment due, had such purchase
                                    and/or remittance not been prevented by the
                                    occurrence of the Inconvertibility Event;
                                    plus

                           (3)      when and as necessary on any subsequent date
                                    (each, a "Top-Up Date"), such additional
                                    amount(s) of Reais as, when added to the
                                    amounts described in subparagraphs (1) and
                                    (2) above (including any monetary correction
                                    and interest accrued and received thereon),
                                    would be sufficient to (A) yield the amount
                                    of Dollars due on the date of the affected
                                    payment, at the rate of exchange applicable
                                    on such Top-Up Date and (B) pay the taxes,
                                    commissions and charges referred to in
                                    subparagraph (2) above.

If at any time the amount of Reais deposited pursuant to the above provisions of
this clause (b) is less than the amount of Reais that would have been deposited
pursuant to said provisions if the exchange rate from Reais to Dollars as
notified to the Trustee by OPIC (the "OPIC Rate") had applied in lieu of the
exchange rates in said provisions, then the Obligors shall promptly pay the
deficiency to the Lender.

                  (c)      Each Obligor shall, promptly upon its becoming aware
                           thereof, notify the Agent (with a copy to the
                           Trustee) of the occurrence of any Inconvertibility
                           Event. In addition, if an Obligor is prevented from
                           making the deposit pursuant to Section 9.16(b) due to
                           the application of any law or regulation, it shall
                           promptly so notify the Agent (with a copy to the
                           Trustee).


                                     E-160
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                  9.17 COOPERATION WITH LENDER REGARDING THE POLICY. The
Obligors shall take such actions as the Lender, or the Agent on behalf of the
Majority Participants or Participants, as the case may be, may reasonably from
time to time request in connection with (a) the preparation and filing of any
claim for compensation under any Policy and otherwise in ranking or
demonstrating any claim for compensation under any Policy, and (b) any other
action at any time which the Lender or the Agent may determine or be required to
take in connection with the Policy; provided that no Obligor shall be required
to take any action that would contravene applicable law.

                  9.18 COLLATERAL TRUST ACCOUNT. Upon the failure of the
Borrowers to comply with any of the provisions of Section 9.11 hereof, any
Borrower may notify the Lender, the Trustee and the Agent in writing to
establish a Collateral Trust Account to hold (i) all amounts intended to cure
such failure and deposited therein pursuant to Section 10 (d) hereof, (ii) all
Cash Equivalents invested in with funds therein and (iii) all proceeds of the
foregoing. The Borrowers hereby declare that the Collateral Trust Account and
all amounts and Cash Equivalents therein shall be held in trust by the Trustee
for the Lender and the Participants, and the Obligors agree to take such further
action as the Lender may reasonably request in order to effect the foregoing.
All amounts deposited by any Borrower or on behalf of the Borrowers in the
Collateral Trust Account pursuant to Section 10 (d) hereof shall be invested by
the Trustee (a) at the written instruction of the lender, in Cash Equivalents
specified by the Borrowers and reasonably acceptable to the lender and (b) in
the absence of such written investment instructions, in Cash Equivalents of the
kind referred to in clause (iv) of the definition of "Cash Equivalents".
Following the creation of a Collateral Trust Account pursuant to this Section
with respect to any failure of the Borrowers to comply with the provisions of
Section 9.11 hereof, at such time that the Borrowers shall certify their
then-current compliance with the provisions of Section 9.11 hereof, the lender
shall promptly instruct the trustee in writing to remit all amounts on deposit
in the Collateral Trust Account (including the proceeds from any investments in
Cash Equivalents) to the Borrowers.

                  SECTION 10. EVENTS OF DEFAULT.

                  If one or more of the following events (herein called "Events
of Default") shall occur and be continuing:

                  (a)      any Obligor shall fail to pay or cause to be paid (i)
                           any principal of the Loan or the OPIC Fee when and as
                           the same shall become due and payable under any
                           Credit Document, whether at the due date thereof or
                           at a date fixed for prepayment thereof or otherwise,
                           or (ii) any other amount (including interest and fees
                           other than the OPIC Fee) when and as the same shall
                           become due and payable under any Credit Document and
                           such failure under this clause (a)(ii) continues for
                           three Business Days after the same shall have become
                           due and payable;

                  (b)      any representation or warranty made by or on behalf
                           of any Obligor in or in connection with this
                           Agreement or any other Financing Document or any
                           amendment or modification hereof or thereof, or in
                           any written report, certificate, financial statement
                           or other document furnished by any Obligor pursuant
                           to or in connection with this Agreement, any other
                           Financing Document or any Policy or any amendment or
                           modification hereof or thereof, shall prove to have
                           been incorrect in any material respect when made or
                           deemed made;

                  (c)      (i) any Obligor shall fail to observe or perform of
                           any of its obligations under Sections 9.01(a) (as to
                           corporate existence), 9.04(e)(i), 9.04(e)(ii),
                           9.04(e)(iii), 9.06, 9.07, 9.08, 9.10, 9.12, 9.13,
                           9.14, 9.15, 9.16, or 9.17 hereof; or (ii) the Parent
                           shall default in the observance or performance of any
                           of its obligations under Section 6 hereof;

                  (d)      the Borrowers shall fail to observe or perform any
                           covenant, condition or agreement contained in Section
                           9.11 hereof and such failure shall continue
                           unremedied for a period of 30 or more days after the
                           earlier of the actual knowledge of such failure by
                           any Borrower or 45 days after the end of the fiscal
                           quarter in which such failure occurred


                                     E-161
<PAGE>   42
                           provided that, with respect to any covenant,
                           condition or agreement contained in (1) Section 9.11
                           (a) or (b) here of, if (A) within such 30-day period
                           the Borrowers shall have caused to be made a deposit
                           in Dollars in the Collateral Trust Account
                           established in connection with such failure of an
                           amount such that the aggregate outstanding amount of
                           Net Indebtedness or Net Foreign Currency
                           Indebtedness, as the case may be, as at the end of
                           the most recently completed fiscal quarter shall not
                           exceed 300% or 200%, as applicable, of the sum of (x)
                           the amount on deposit in such Collateral Trust
                           Account plus (y) Annualized EBITDA for the most
                           recently completed period of four fiscal quarters,
                           and (B) within 30 days after the end of the next
                           fiscal quarter, either the Borrowers shall have
                           attained compliance with the covenant, condition or
                           agreement in such Section (not withstanding the
                           maintenance of any deposits in the Collateral Trust
                           Account) for such subsequent fiscal quarter or the
                           Borrowers shall have (x) caused to be prepaid
                           Indebtedness or (y) received irrevocable capital
                           contributions or Subordinated Indebtedness, in each
                           case in an amount such that the covenant, condition
                           or agreement contained in such Section for such
                           subsequent fiscal quarter would have been fulfilled
                           were such prepayment, contributions or Subordinated
                           Indebtedness included in the calculation therefor
                           (ceteris paribus, notwithstanding the maintenance of
                           any deposits in the Collateral Trust Account), then
                           the Borrowers shall be deemed to have remedied such
                           failure and (2) Section 9.11 (c) hereof, if within 30
                           days after such failure the Borrowers shall have
                           caused to be made a deposit in Dollars in the
                           Collateral Trust Account established in connection
                           with such failure of an amount, and at all times
                           thereafter until such time that the Borrowers shall
                           certify their then-current compliance with Section
                           9.11(c) hereof (notwithstanding the maintenance of
                           any deposits in the Collateral Trust Account), as the
                           case may be, shall maintain on deposit in such
                           account an amount, such that the sum of (x) the
                           amount on deposit in such Collateral Trust Account
                           plus (y) Annualized EBITDA for the most recently
                           completed period of four fiscal quarters equals an
                           amount no less than 125% of Debt Service for the most
                           recently completed four fiscal quarters, then the
                           Borrowers shall be deemed to have remedied such
                           failure;

                  (e)      any Obligor shall fail to observe or perform any
                           covenant, condition or agreement contained in this
                           Agreement (except those referred to in the
                           immediately preceding paragraphs (c) and (d)) or any
                           material covenant, condition or agreement contained
                           in any other Credit Document and such failure shall
                           continue unremedied for a period of 30 or more days
                           after such Obligor has actual notice thereof;

                  (f)      Any Obligor shall default in the payment of any
                           principal of or interest on any other Indebtedness if
                           the aggregate outstanding principal amount of such
                           other Indebtedness is at least $5,000,000 (or the
                           equivalent in other currencies); or any default or
                           event of default shall occur under any agreement or
                           instrument evidencing or relating to such
                           Indebtedness in an aggregate outstanding principal
                           amount of at least $5,000,000 (or the equivalent as
                           aforesaid), in each case if the effect thereof is to
                           accelerate the maturity thereof, or to permit the
                           holder or holders of such Indebtedness, or an agent
                           or trustee on its or their behalf, to accelerate the
                           maturity thereof, or to require the mandatory
                           prepayment or redemption thereof; or

                  (g)      an involuntary proceeding shall be commenced or an
                           involuntary petition shall be filed seeking (i)
                           dissolution, liquidation, concordata, reorganization
                           or other relief in respect of any Obligor or its
                           debts, or of a substantial part of its assets, under
                           any federal, state or foreign bankruptcy, insolvency,
                           receivership or similar law now or hereafter in
                           effect or (ii) the appointment of a receiver,
                           trustee, custodian, sequestrator, conservator or
                           similar official for any Obligor or for a substantial
                           part of its assets, and, in any such case, such
                           proceeding or petition shall continue undismissed for
                           a period of 60 or more days or an order or decree
                           approving or ordering any of the foregoing shall be
                           entered;


                                     E-162
<PAGE>   43
                  (h)      any Obligor shall (i) voluntarily commence any
                           proceeding or file any petition seeking dissolution,
                           liquidation, concordata, reorganization or other
                           relief under any federal, state or foreign
                           bankruptcy, insolvency, receivership or similar law
                           now or hereafter in effect, (ii) consent to the
                           institution of, or fail to contest in a timely and
                           appropriate manner, any proceeding or petition
                           described in clause (g) of this Section, (iii) apply
                           for or consent to the appointment of a receiver,
                           trustee, custodian, sequestrator, conservator or
                           similar official for such Obligor or for a
                           substantial part of its assets, (iv) file an answer
                           admitting the material allegations of a petition
                           filed against it in any such proceeding, (v) make a
                           general assignment for the benefit of creditors or
                           (vi) take any action for the purpose of effecting any
                           of the foregoing;

                  (i)      any Obligor shall become unable, admit in writing its
                           inability or fail generally to pay its debts as they
                           become due;

                  (j)      A judgment is or judgments for the payment of money
                           are rendered against any Obligor in an amount
                           exceeding in the aggregate (i) in the case of any
                           Borrower, $5,000,000 or (ii) in the case of the
                           Parent, $10,000,000 (or its equivalent in other
                           currencies) and shall remain unsatisfied,
                           undischarged and in effect for a period of 30
                           consecutive days without a stay of execution, unless
                           the same is adequately bonded or is being contested
                           by appropriate proceedings properly instituted and
                           diligently conducted and, in either case, such
                           process is not being executed against assets thereof;
                           or

                  (k)      any license, consent, authorization, registration or
                           approval at any time necessary to enable any Obligor
                           to comply with any of its obligations under this
                           Agreement or any other Financing Document shall be
                           revoked, withdrawn or withheld or shall be modified
                           or amended in a manner prejudicial, in the opinion of
                           the Lender or the Majority Participants, to the
                           interests of the Lender hereunder;

                  (l)      any Governmental Authority shall take any action to
                           condemn, seize, nationalize, expropriate or
                           appropriate any Obligor or any substantial portion of
                           the Property of any Obligor (either with or without
                           payment of compensation) or shall take any similar
                           action that, in the opinion of the Lender or Majority
                           Participants, adversely affects the ability of any
                           Obligor to perform its obligations under the Credit
                           Documents, or purports to render any Financing
                           Document invalid or unenforceable or to prevent or
                           materially delay the performance or observance by any
                           Obligor of its obligations thereunder; or any Obligor
                           shall be prevented from exercising normal control
                           over all or a substantial part of its Property (and
                           the same shall continue for 30 or more days);

                  (m)      (i) Brazil or any competent authority thereof shall
                           (A) declare a moratorium on the payment of
                           Indebtedness (other than that denominated in Reais)
                           of Brazil or any Governmental Authority thereof or
                           corporations therein or (B) impose foreign exchange
                           control regulations, and such moratorium or
                           imposition shall have continued for a period of 30
                           days and shall be reasonably likely to have a
                           Material Adverse Effect or (ii) any Obligor shall
                           make a voluntary deposit with Banco Central of any
                           amount due hereunder in lieu of direct payment to the
                           Person entitled to such payment;

                  (n)      The Government of Brazil, ANATEL, the Ministry of
                           Telecommunications or any other competent
                           Governmental Authority shall (i) revoke, terminate,
                           statutorily appropriate, suspend, materially and
                           adversely modify, withdraw or fail to renew any
                           Concession, or (ii) issue any order, rule or decree
                           (whether or not appealable) relating to the
                           revocation, termination, statutory appropriation,
                           suspension or material and adverse modification or
                           withdrawal of the same, or (iii) commence any
                           proceeding for the revocation, termination, statutory
                           appropriation, suspension or material and adverse
                           modification or withdrawal of the same, and any such
                           action by the Government of Brazil, ANATEL, the


                                     E-163
<PAGE>   44
                           Ministry of Telecommunications or such other
                           competent Governmental Authority is reasonably likely
                           to have a Material Adverse Effect;

                  (o)      a Change in Control shall occur, or any event or
                           condition shall have occurred or be in existence that
                           would result in a Change in Control prior to the
                           Final Maturity Date;

                  (p)      Any Financing Document or any Policy shall at any
                           time be suspended or revoked or terminated or for any
                           reason cease to be valid and binding or in full force
                           and effect (other than upon expiration in accordance
                           with the terms thereof) or performance of any
                           obligation thereunder shall become unlawful or any
                           party shall so assert in writing or the validity or
                           enforceability thereof shall be contested by any
                           Obligor or by any Governmental Authority; or any
                           Policy shall for any reason (other than solely as a
                           result of action by the Lender or Participants to
                           suspend or terminate such Policy) cease to be in full
                           force and effect or shall cease to give the Lender
                           the rights, privileges and powers purported to be
                           created thereby or any provision thereof shall become
                           invalid, illegal or unenforceable or any default
                           shall exist thereunder;

THEREUPON, in any such event, the Agent may, and shall, upon the written
instruction of the Majority Participants, by notice to the Parent, (1) declare
the Commitment to be terminated forthwith, whereupon the Commitment shall
forthwith terminate and/or (2) declare the principal amount then outstanding of,
and the accrued interest on, the Loan and the Note and all other amounts payable
by the Borrowers under this Agreement and the other Financing Documents
(including, without limitation, any amounts payable under Section 5.04 hereof)
to be forthwith due and payable, whereupon such amounts shall forthwith become
and be immediately due and payable without presentment, demand, protest or other
formalities of any kind, all of which are hereby expressly waived by each
Borrower (except as expressly provided by this Section); provided, however, that
in the case of an Event of Default of the kinds referred to in clause (g) or (h)
above with respect to any Obligor, the Commitment shall automatically terminate
and all amounts payable under this Agreement and the other Credit Documents
shall automatically become due and payable, without any further action by any
party.

                             SECTION 11. THE LENDER.

                  It is expressly understood and agreed by the parties hereto
that (a) this Agreement and the other Financing Documents are executed and
delivered by Citibank, N.A., not individually or personally but solely in its
capacity as Trustee as provided in the Trust Agreement, in the exercise of the
powers and authority conferred and vested in it, (b) the undertakings and
agreements made herein on the part of the Trust are made and intended for the
purpose of binding only the Trust, (c) nothing herein shall be construed as
creating any liability on Citibank, N.A., individually or personally, to perform
any covenant of the Trust either expressed or implied contained herein, all such
liability, if any, being expressly waived by the parties who are signatories to
this Agreement and by any Person claiming by, through or under such parties and
(d) under no circumstance whatsoever shall Citibank, N.A. be personally liable
for the payment of any Indebtedness or expenses of the Trust or be liable for
the breach or failure of any obligation, statement, representation, warranty or
covenant made or undertaken by the Trust hereunder, or for any loss in respect
thereof, as to all of which each party agrees to look solely to the Trust Estate
(as such term is defined in the Trust Agreement). In addition, each party hereto
agrees that the Lender may from time to time provide to OPIC such information as
it may be required to provide under the Policies.

                           SECTION 12. MISCELLANEOUS.

                  12.01 WAIVER. No failure on the part of the Lender, the
Trustee, the Agent or any Participant to exercise and no delay in exercising,
and no course of dealing with respect to, any right, power or privilege under
any Financing Document shall operate as a waiver thereof, nor shall any single
or partial exercise of any right, power or privilege preclude any other or
further exercise thereof or the exercise of any other right, power or privilege.
The remedies provided herein are cumulative and not exclusive of any remedies
provided by law.

                  12.02 NOTICES.


                                     E-164
<PAGE>   45
                  (a)      All notices, requests, instructions, directions and
                           other communications provided for herein (including,
                           without limitation, any modifications of, or waivers,
                           requests or consents under, this Agreement) shall be
                           given or made in writing and in English (including,
                           without limitation, by facsimile) delivered to the
                           intended recipient at the "Address for Notices"
                           specified below its name on the signature pages
                           hereof; or, as to any party, at such other address as
                           shall be designated by such party in a notice to each
                           other party. Except as otherwise provided in this
                           Agreement, all such communications shall be deemed to
                           have been duly given when transmitted by facsimile
                           (and the appropriate confirmation is received) or
                           personally delivered or, in the case of a mailed
                           notice, upon receipt, in each case given or addressed
                           as aforesaid.

                  (b)      With respect to any notices given to any Obligor
                           under any Financing Document, such notifying party
                           shall provide copies of such notice to Telesystem
                           International Wireless, Inc. at 1000 de La
                           Gauchetiere Street West, Montreal, Quebec, H3B 4W5
                           Canada, Attention of Chief Financial Officer (Fax No.
                           514-673-8470; Telephone No. 514-673-8497) and to the
                           Parent at SCN Quadra 03 Bloco A - Sobreloja,
                           70713-000 Brasilia-DF, Attention of the Vice
                           President of Finance (Fax No. 55 61 429 5626;
                           Telephone No. 55 61 429 5600); provided that the
                           failure to provide any such copies shall neither
                           impose any liability on the notifying party nor
                           impair the validity of any notice to any Obligor if
                           such notice was provided in accordance with the other
                           provisions of this Section 12.02.

                  12.03 EXPENSES, ETC. The Obligors shall pay or reimburse (a)
the Lender, the Trustee and the Agent for all of their respective reasonable and
documented out-of-pocket costs and expenses (including, without limitation, the
reasonable fees and expenses of Milbank, Tweed, Hadley & McCloy LLP, special New
York counsel to the Lender, Kelley Drye & Warren LLP, special New York trust
counsel to the Trustee, and Pinheiro Guimaraes Advogados, special Brazilian
counsel to the Lender, and printing, reproduction, document delivery,
communication and travel costs) in connection with (i) the negotiation,
preparation, execution and delivery of this Agreement and the other Financing
Documents and the making of the Loan hereunder (subject to such limit as has
heretofore been agreed in writing) and (ii) the negotiation or preparation of
any modification, supplement or waiver of any of the terms of this Agreement
(whether or not consummated) and (b) the Lender, the Trustee, the Agent and each
Participant for their out-of-pocket costs and expenses (including, without
limitation, legal fees and disbursements) in connection with any enforcement or
collection proceedings resulting from the occurrence of an Event of Default
(including without limitation any such costs and expenses in connection with any
rescission or restoration of a payment referred to in Section 6.03 hereof).

                  The Obligors agree to indemnify the Lender, the Agent, the
Trustee and each Participant and their respective directors, officers,
employees, attorneys and agents (each such Person being herein called an
"Indemnitee") from, and hold each of them harmless against, any and all losses,
liabilities, claims, damages or reasonable expenses incurred by any of them
arising out of or by reason of any claim, litigation, investigation or
proceeding (including any threatened litigation or other proceedings) relating
to the Loan, the use or proposed use by the Obligors of the proceeds of the Loan
or the Financing Documents, including, without limitation, the reasonable fees
and disbursements of counsel incurred in connection with any such claim,
litigation, investigation or proceeding (but excluding any such losses,
liabilities, claims, damages or expenses incurred by reason of the gross
negligence or willful misconduct of such Indemnitee, as determined by a final,
nonappealable judgment by a court of competent jurisdiction and provided that
the Obligors shall have no obligation to any Indemnitee hereunder in connection
with (x) any claim, litigation, investigation or proceeding between solely two
or more Indemnitees except to the extent arising solely because of any Default
by any Obligor and (y) any waiver, release or settlement entered into by any
Indemnitee without the prior written consent of the Obligors solely to the
extent such release admits criminal negligence or liability). Each Indemnitee
agrees that it shall consult in good faith with the Parent with respect to any
waiver, release or settlement to be entered into by such Indemnitee during
negotiation thereof and for which such Indemnitee seeks indemnification pursuant
to this Section. In no event shall the Lender, the Trustee, the Agent or any
Participant be liable for any punitive or consequential damages in connection
with any of the Financing Documents.


                                     E-165
<PAGE>   46
                  12.04 AMENDMENTS, ETC. Except as otherwise expressly provided
in this Agreement, and subject to Section 6.9 of the Participation Agreement,
any provision of this Agreement may be modified, supplemented or waived only by
an instrument in writing signed by the Obligors, the Trustee, the Lender and the
Agent.

                  12.05 SUCCESSORS AND ASSIGNS. This Agreement shall be binding
upon and inure to the benefit of the parties hereto and their respective
successors and permitted assigns.

                  12.06 ASSIGNMENTS AND PARTICIPATIONS.

                  (a)      No Obligor may assign any of its rights or
                           obligations hereunder without the prior written
                           consent of the Lender, the Trustee, OPIC, the Agent
                           and the Majority Participants.

                  (b)      The Lender may, in accordance with applicable law and
                           with the prior written consent of OPIC, the
                           Participants, the Agent and (so long as no Event of
                           Default has occurred and is continuing) the Obligors,
                           subject to the terms and conditions of the Trust
                           Agreement, assign the Loan and its Commitment or any
                           portion thereof to any bank or financial institution;
                           provided, that notwithstanding any other provision of
                           any Financing Document, the Lender may assign any of
                           its rights under the Financing Documents to OPIC in
                           connection with a claim under either Policy.

                  (c)      The Obligors agree that, upon the receipt by the
                           Trustee on behalf of the Trust of an Enforcement
                           Direction (as such term is defined in the
                           Participation Agreement), each Participant shall
                           have, to the fullest extent permitted by applicable
                           law, with prior written notice to the Obligors, the
                           right to set off (provided that the Parent has
                           received notice of the participation by such
                           Participant at least fifteen days prior to exercising
                           such right of set-off) against its participating
                           interest in amounts owing under the Participation
                           Agreement as set forth in Section 6.6 thereof any and
                           all deposits of and other obligations held or owing
                           by such Participant or any branch or agency thereof
                           to or for the credit or account of the Obligors. The
                           Obligors also agree that each Participant shall be
                           entitled to the benefits of Sections 2.7, 2.9 and
                           2.10 of the Participation Agreement with respect to
                           its participation granted thereunder, provided that
                           no Participant shall be entitled to receive any
                           greater amount pursuant to such Sections than the
                           Participant transferring such participation would
                           have been entitled to receive in respect of the
                           amount of the participation transferred to such
                           Participant had no such transfer occurred.

                  (d)      The Lender may, subject to Section 12.20(b) hereof,
                           furnish any information concerning the Obligors
                           obtained by the Lender hereunder from time to time to
                           assignees and participants (including prospective
                           assignees and participants); provided, that the
                           Lender may not, without the prior consent of the
                           Borrowers (which consent shall not be unreasonably
                           withheld), furnish any such information to any
                           assignee or participant which is known to the Lender
                           to be a company, or an Affiliate of a company,
                           providing telephone services in Brazil.

                  12.07 SURVIVAL. The obligations of the Borrowers under
Sections 5.01, 5.04, 5.05 and 12.03 hereof, shall survive the repayment of the
Loan and the termination of the Commitment. In addition, each representation and
warranty made, or deemed to be made by a notice of the Loan, herein or pursuant
hereto shall survive the making of such representation and warranty until the
Loan and all such other amounts as may be payable hereunder are paid in full.

                  12.08 CAPTIONS. The table of contents and captions and section
headings appearing herein are included solely for convenience of reference and
are not intended to affect the interpretation of any provision of this
Agreement.


                                     E-166
<PAGE>   47
                  12.09 COUNTERPARTS. This Agreement may be executed in any
number of counterparts, all of which taken together shall constitute one and the
same instrument and any of the parties hereto may execute this Agreement by
signing any such counterpart. A set of the copies of this Agreement signed by
all the parties hereto shall be lodged with the Parent and the Lender.

                  12.10 GOVERNING LAW. This Agreement and the Note and the
rights and obligations of the parties hereunder shall be governed by, and
construed in accordance with, the law of the State of New York. For purposes
solely of Article 9 of Decree Law No. 4657 dated September 4, 1942, the
transactions contemplated hereby have been proposed to the Obligors by the
Lender.

                  12.11 JURISDICTION, SERVICE OF PROCESS AND VENUE.

                  (a)      Each Obligor agrees that any suit, action or
                           proceeding with respect to this Agreement or any
                           other Financing Document to which it is party or any
                           judgment entered by any court in respect thereof may
                           be brought in the United States District Court for
                           the Southern District of New York and the Supreme
                           Court of the State of New York, and irrevocably
                           submits to the non-exclusive jurisdiction of each
                           such court for the purpose of any such suit, action,
                           proceeding or judgment. Each Obligor further submits,
                           for the purpose of any such suit, action, proceeding
                           or judgment brought or rendered against it, to the
                           appropriate courts of the jurisdiction of its
                           domicile.

                  (b)      Each Obligor hereby irrevocably appoints CT
                           Corporation System (the "Process Agent"), with an
                           office on the date hereof at 111 Eighth Avenue, New
                           York, New York 10011, as its agent and true and
                           lawful attorney-in-fact in its name, place and stead
                           to accept on its behalf service of copies of the
                           summons and complaint and any other process which may
                           be served in any such suit, action or proceeding
                           brought in the State of New York, and agrees that the
                           failure of the Process Agent to give any notice of
                           any such service of process to it shall not impair or
                           affect the validity of such service or, to the extent
                           permitted by applicable law, the enforcement of any
                           judgment based thereon. If for any reason the Process
                           Agent appointed hereby ceases to be able to act as
                           such, each Obligor will, by an instrument reasonably
                           satisfactory to the Agent, appoint another Person in
                           the Borough of Manhattan as such Process Agent
                           subject to the approval (which approval shall not be
                           unreasonably withheld) of the Agent. Each Obligor
                           covenants and agrees that it shall take any and all
                           reasonable action, including the execution and filing
                           of any and all documents, that may be necessary to
                           continue the designation of a Process Agent pursuant
                           to this Section in full force and effect and to cause
                           the Process Agent to act as such.

                  (c)      Nothing herein shall in any way be deemed to limit
                           the ability of the Lender or the Agent to serve any
                           such process or summonses in any other manner
                           permitted by applicable law or to obtain jurisdiction
                           over any Obligor in such other jurisdictions, and in
                           such manner, as may be permitted by applicable law.

                  (d)      Each Obligor hereby irrevocably waives any objection
                           that it may now or hereafter have to the laying of
                           the venue of any suit, action or proceeding arising
                           out of or relating to this Agreement or any other
                           Financing Document to which it is party brought in
                           the United States District Court for the Southern
                           District of New York or the Supreme Court of the
                           State of New York, and hereby further irrevocably
                           waives any claim that any such suit, action or
                           proceeding brought in any such court has been brought
                           in an inconvenient forum. A final judgment (in
                           respect of which time for all appeals has elapsed) in
                           any such suit, action or proceeding shall be
                           conclusive and may be enforced in any court to the
                           jurisdiction of which any Obligor is or may be
                           subject, by suit upon judgment.


                                     E-167
<PAGE>   48
                  12.12 WAIVER OF JURY TRIAL. EACH OBLIGOR, THE LENDER AND THE
AGENT EACH HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY
APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING
ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE OTHER FINANCING DOCUMENTS OR
THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.

                  12.13 WAIVER OF IMMUNITY. To the extent that an Obligor may be
or become entitled to claim for itself or its Property or revenues any immunity
on the ground of sovereignty or the like from suit, court jurisdiction,
attachment prior to judgment, attachment in aid of execution of a judgment or
execution of a judgment, and to the extent that in any such jurisdiction there
may be attributed such an immunity (whether or not claimed), such Obligor, to
the fullest extent permitted by applicable law, hereby irrevocably agrees not to
claim and hereby irrevocably waives such immunity with respect to its
obligations under this Agreement and each other Financing Document to which it
is party.

                  12.14 JUDGMENT CURRENCY.

                  (a)      This is an international loan transaction in which
                           the specification of Dollars and payment in New York
                           City is of the essence, and the obligations of the
                           Obligors under this Agreement and any other Financing
                           Document to make payment in Dollars shall not be
                           discharged or satisfied by (i) any tender or recovery
                           pursuant to any judgment expressed in or converted
                           into any other currency or in another place except to
                           the extent that on the Business Day following receipt
                           of any sum adjudged to be so due in the judgment
                           currency the payee may in accordance with normal
                           banking procedures purchase Dollars in the amount
                           originally due to the payee with the judgment
                           currency or (ii) any payment by OPIC under the
                           Policy. If for the purpose of obtaining judgment in
                           any court it is necessary to convert a sum due
                           hereunder in Dollars into another currency (in this
                           Section 12.14 called the "judgment currency"), the
                           rate of exchange that shall be applied shall be that
                           at which in accordance with normal banking procedures
                           the payee could purchase such Dollars in New York,
                           New York with the judgment currency on the Business
                           Day next preceding the day on which such judgment is
                           rendered. The obligations of each Obligor in respect
                           of any such sum due from it to the payee, the Lender
                           or the Agent hereunder (in this Section 12.14 called
                           an "Entitled Person") shall, notwithstanding the rate
                           of exchange actually applied in rendering such
                           judgment, be discharged only to the extent that on
                           the Business Day following receipt by such Entitled
                           Person of any sum adjudged to be due hereunder in the
                           judgment currency such Entitled Person may in
                           accordance with normal banking procedures purchase
                           and transfer Dollars to New York City with the amount
                           of the judgment currency so adjudged to be due; and
                           each Obligor hereby, as a separate obligation and
                           notwithstanding any such judgment or any payment by
                           OPIC under any Policy in respect of a claim arising
                           from an Inconvertibility Event, agrees to indemnify
                           such Entitled Person against, and to pay such
                           Entitled Person on demand, in Dollars, the amount (if
                           any) by which the sum originally due to such Entitled
                           Person in Dollars hereunder exceeds the amount of the
                           Dollars so purchased and transferred.

                  (b)      It is expressly agreed by each Obligor hereunder that
                           payment in immediately available and freely
                           transferable Dollars at the time and the place
                           provided in this Agreement is the essence of this
                           Agreement and payment in any other currency or manner
                           shall not be deemed to satisfy the obligations of
                           such Obligor hereunder, whether or not the ability of
                           such Obligor to make such payment is or remains
                           within its control or shall be subject to a force
                           majeure. Upon the occurrence of an Inconvertibility
                           Event, each Obligor hereby agrees to promptly take
                           all steps and efforts necessary or appropriate to
                           effectuate the conversion and/or transfer of the
                           amount of local currency then necessary to provide
                           for the Affected Payment then due and payable in
                           respect of the Loan, all in accordance with the laws,
                           regulations and procedures then in effect in Brazil,
                           including, without


                                     E-168
<PAGE>   49
                           limitation, by payment as then may be directed by the
                           Lender of such amount to a Brazilian currency account
                           maintained by the an Obligor at Banco Citibank S.A.
                           or at Banco Central or at such other bank or
                           depositary as specified by the Agent, and the
                           entering into by such Obligor of any foreign exchange
                           agreements then required by the laws, regulations or
                           procedures of Banco Central. The amount of any such
                           local currency payment shall be determined by the
                           PTAX 800 Rate, on the Affected Payment Date (as
                           defined below) or, if the PTAX 800 Rate ceases to
                           exist, at the rate obtained through another customary
                           legal channel for transactions of the type
                           contemplated in this Agreement, or, if there is no
                           such rate replacing the PTAX 800 Rate, such rate as
                           is determined by Citibank, N.A. in good faith.

Any payment in Brazilian currency in accordance with the provision of this
Clause or with Section 9.16 hereof, or any payment by OPIC under the Policy.
shall not be deemed to discharge any Obligor's obligation to make payment in
Dollars of the amount then due and payable to which such payment in Brazilian
currency relates unless and until the Lender shall have received the full amount
then due hereunder in immediately available and freely transferable Dollars at
the place and in the manner provided for herein.

The term "Affected Payment Date" means the Final Maturity Date or a date on
which interest on the Loan is scheduled to be due and payable under this
Agreement.

                  12.15 USE OF ENGLISH LANGUAGE. This Agreement has been
negotiated and executed in the English language. All certificates, reports,
notices and other documents and communications given or delivered pursuant to
this Agreement (including any modifications or supplements hereto) shall be in
the English language, or if not in the English language and to the extent
requested by the Agent or the Trustee, accompanied by a certified English
translation thereof other than documents required to be delivered pursuant to
(i) Section 9.04(a), (b)(i) and (ii), or (d) for which an English language
translation shall be delivered within 15 days thereafter and (ii) Section 7.01.
Except in the case of laws or official communications of any Governmental
Authority of Brazil, in the case of any document originally issued in a language
other than English, the English language version of any such document shall for
purposes of this Agreement, and absent manifest error, control the meaning of
the matters set forth therein.

                  12.16 ENTIRE AGREEMENT. This Agreement and the other Financing
Documents constitute the entire agreement among the parties with respect to the
subject matter hereof and thereof.

                  12.17 SEVERABILITY. If any provision hereof or of any other
Financing Document is found by a court to be invalid or unenforceable, to the
fullest extent permitted by applicable law the parties agree that such
invalidity or unenforceability shall not impair the validity or enforceability
of any other provision hereof or of any other Financing Document.

                  12.18 NO FIDUCIARY RELATIONSHIP. Each Obligor acknowledges
that (i) it is not a beneficiary of the Trust (as such term is defined in the
Trust Agreement) and (ii) neither the Lender nor the Agent nor any Participant
has any fiduciary relationship with, or fiduciary duty to, such Obligor arising
out of or in connection with this Agreement or any of the other Financing
Documents, and the relationship between the Lender, on the one hand, and such
Obligor, on the other, in connection herewith or therewith is solely that of
debtor and creditor. This Agreement does not create a joint venture among the
parties.

                  12.19 PARTICIPANTS. The Obligors acknowledge that the Loan is
intended to be funded by the Participants pursuant to the Participation
Agreement, and expressly agree that the provisions of Sections 4.05, 5 and 12.03
hereof are for the benefit of the Lender and the respective Participants.

                  12.20 TREATMENT OF CERTAIN INFORMATION; CONFIDENTIALITY.

                  (a)      Treatment of Certain Information. Each Obligor
                           acknowledges that from time to time financial
                           advisory, investment banking and other services may
                           be offered or provided to


                                     E-169
<PAGE>   50
                           such Obligor (in connection with this Agreement or
                           otherwise) by the Lender or the Participants by one
                           or more Affiliates of the Lender or the Participants
                           and each Obligor hereby authorizes each such Person
                           to share any information delivered to such Person by
                           such Obligor pursuant to this Agreement, or in
                           connection with the decision of such Person to enter
                           into this Agreement, with any such Affiliate, it
                           being understood that any such Affiliate receiving
                           such information shall be bound by the provisions of
                           paragraph (b) of this Section as if it were a Lender
                           hereunder. Such authorization shall survive the
                           repayment of the Loan, the expiration or termination
                           of the Commitment and the termination of this
                           Agreement or any provision hereof.

                  (b)      Confidentiality. Each of the Agent and the Lender
                           agrees to maintain the confidentiality of the
                           Information (as defined below), except that
                           Information may be disclosed (i) to its and its
                           Affiliates' directors, officers, employees and
                           agents, including accountants, legal counsel and
                           other advisors in each case on a need to know basis
                           (it being understood that the Person to whom such
                           disclosure is made will be informed of the
                           confidential nature of such Information and
                           instructed to keep such Information confidential),
                           (ii) to the extent requested by any regulatory
                           authority, (iii) to the extent required by applicable
                           laws or regulations or by any subpoena or similar
                           legal process, (iv) to any other party to this
                           Agreement, (v) in connection with the exercise of any
                           remedies hereunder or under any other Financing
                           Document or any suit, action or proceeding relating
                           to this Agreement or any other Financing Document or
                           the enforcement of rights hereunder or thereunder,
                           (vi) subject to an agreement containing provisions
                           substantially the same as those of this paragraph, to
                           any assignee of or Participant in, or any prospective
                           assignee of or Participant in, any of its rights or
                           obligations under this Agreement, provided, that the
                           terms of the Participation Agreement shall be deemed
                           to satisfy the requirements of this Section
                           12.20(b)(vi), (vii) with the consent of the Obligors,
                           (viii) to OPIC or (ix) to the extent such Information
                           (x) becomes publicly available other than as a result
                           of a breach of this paragraph or (y) becomes
                           available to the Agent or the Lender on a
                           nonconfidential basis from a source other than any
                           Obligor. For the purposes of this paragraph,
                           "Information" means, with respect to any Obligor, all
                           information received from any Obligor or its
                           Affiliates relating to such Obligor or its business,
                           including, without limitation, the reports delivered
                           pursuant to Sections 9.04(g) hereof, other than any
                           such information that is available to the Agent or
                           the Lender on a nonconfidential basis prior to
                           disclosure by or on behalf of such Obligor; provided
                           that, in the case of information received from such
                           Obligor or its Affiliates after the date hereof,
                           other than the reports delivered pursuant to Sections
                           9.04(g) hereof, such information is clearly
                           identified at the time of delivery as confidential.
                           Any Person required to maintain the confidentiality
                           of Information as provided in this Section shall be
                           considered to have complied with its obligation to do
                           so if such Person has exercised the same degree of
                           care to maintain the confidentiality of such
                           Information as such Person would accord to its own
                           confidential information.

                  IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be duly executed and delivered as of the day and year first above
written.

                                                     BORROWERS

                                                     TELEPARA CELULAR S.A.


                                                     By_________________________
                                                       Name: Marcio Kaiser
                                                       Title President CEO


                                     E-170
<PAGE>   51
                                                     By_________________________
                                                       Name: Joao Alberto Santos
                                                       Title Director CFO


Witnessed by:

________________________________________
Name: Luiz Otavio Pessoa da Silva
Title Manager in Budget and Cost

________________________________________
Name: Eva Cristina Castro Mendes
Title: Lawyer

                                                     TELAMAZON CELULAR S.A.


                                                     By_________________________
                                                       Name: Marcio Kaiser
                                                       Title President CEO

                                                     By_________________________
                                                       Name: Joao Alberto Santos
                                                       Title Director CFO


Witnessed by:

________________________________________
Name: Luiz Otavio Pessoa da Silva
Title: Manager in Budget and Cost

________________________________________
Name: Eva Cristina Castro Mendes
Title: Lawyer

                                                     TELMA CELULAR S.A.


                                                     By_________________________
                                                       Name: Marcio Kaiser
                                                       Title President CEO

                                                     By_________________________
                                                       Name: Joao Alberto Santos
                                                       Title Director CFO


Witnessed by:

________________________________________
Name: Luiz Otavio Pessoa da Silva



                                     E-171
<PAGE>   52
Title: Manager in Budget and Cost

________________________________________
Name: Eva Cristina Castro Mendes
Title: Lawyer


                                                     TELAIMA  CELULAR S.A.


                                                     By_________________________
                                                       Name: Marcio Kaiser
                                                       Title President CEO


                                                     By_________________________
                                                       Name: Joao Alberto Santos
                                                       Title Director CFO


Witnessed by:

________________________________________
Name: Luiz Otavio Pessoa da Silva
Title: Manager in Budget and Cost

________________________________________
Name: Eva Cristina Castro Mendes
Title: Lawyer




                                                     TELEAMAPA CELULAR S.A.


                                                     By_________________________
                                                       Name: Marcio Kaiser
                                                       Title President CEO


                                                     By_________________________
                                                       Name: Joao Alberto Santos
                                                       Title Director CFO


                                                     Address for Notices for all
                                                     Borrowers:

                                                     c/o Tele Norte Celular
                                                     Participacoes S.A.
                                                     SCN Quadra 03 Bloco A
                                                     Sobreloja, Brasilia -- DF
                                                     CEP 70713-000
                                                     BRAZIL
                                                     Attention: Chief Financial
                                                                Officer


                                     E-172
<PAGE>   53
                                                     Telephone:(55 61) 429-5600
                                                     Facsimile:(55 61) 429-5626

Witnessed by:

________________________________________
Name: Luiz Otavio Pessoa da Silva
Title: Manager in Budget and Cost

________________________________________
Name: Eva Cristina Castro Mendes
Title: Lawyer



                                                     PARENT

                                                     TELE NORTE CELULAR
                                                     PARTICIPACOES S.A.


                                                     By_________________________
                                                       Name: Marcio Kaiser
                                                       Title President CFO


                                                     By_________________________
                                                       Name: Joao Cox
                                                       Title Vice-President CFO

                                                     Address for Notices:

                                                     c/o Tele Norte Celular
                                                     Participacoes S.A.
                                                     SCN Quadra 03 Bloco A
                                                     Sobreloja, Brasilia -- DF
                                                     CEP 70713-000
                                                     BRAZIL
                                                     Attention: Chief Financial
                                                                Officer

                                                     Telephone:(55 61) 429-5600
                                                     Facsimile:(55 61) 429-5626

Witnessed by:

________________________________________
Name: Luiz Otavio Pessoa da Silva
Title: Manager in Budget and Cost

________________________________________
Name: Eva Cristina Castro Mendes
Title: Lawyer


                                     E-173
<PAGE>   54
COMMITMENT                           LENDER

$50,000,000                               TELE NORTE TRUST

                                          By:       CITIBANK, N.A., not in its
                                          individual capacity but solely as
                                          Trustee for of the Tele Norte Trust


                                          By___________________________
                                            Name:
                                            Title


                                          Lending Office:

                                          111 Wall Street, Zone 2
                                          New York, New York  10005  USA

                                          Address for Notices:

                                          111 Wall Street, Zone 2, 5th Floor
                                          New York, New York  10005  USA
                                          Attention: Global Agency & Trust
                                                     Services

                                          Telephone:     212-657-5419
                                          Facsimile:     212-657-3866 3862

Witnessed by:

________________________________________
Name:
Title:

________________________________________
Name:
Title:



                                     E-174
<PAGE>   55
STATE OF NEW YORK              )
                               )s.s:
COUNTY OF NEW YORK             )

                  On this_____ day of ______________, 2000, before me, the
undersigned, a Notary Public in and for the State of New York, duly commissioned
and sworn, personally appeared __________________________, to me known who,
being by me duly sworn, did depose and say that [he] [she] resides at
___________________________________; that [he] [she] is the
_______________________of _______________________________, the financial
institution described in and that [he] [she] executed the foregoing instrument;
and that [he] [she] signed [his] [her] name thereto under authority of the board
of directors of said corporation.

                  WITNESS my hand and seal hereto affixed the day and year first
above written.

                                          ______________________________________
                                          NOTARY PUBLIC in and for
                                          The State of New York
                                          My Commission expires:


                                     E-175
<PAGE>   56
                                               AGENT

                                               CITIBANK INTERNATIONAL plc,
                                               as Agent

                                               By___________________________
                                                 Name:
                                                 Title

                                               Address for Notices:

                                               336 Strand
                                               London WC2R 1HB
                                               UNITED KINGDOM
                                               Attention: Loans Agency

                                               Telephone: (44 20) 7500 4274/1415
                                                           4242/4247
                                               Facsimile: (44 20) 7500 4482/4484
Witnessed by:

________________________________________
Name:
Title:

________________________________________
Name:
Title:



                                     E-176