<PAGE>   1
                                                                    EXHIBIT 4(d)



                              AMENDED AND RESTATED
                                CREDIT AGREEMENT

                                   DATED AS OF

                                 APRIL 13, 2001


                                      AMONG

                              TELEMIG CELULAR S.A.


                            THE LENDERS PARTY HERETO

                           BANCO ABN AMRO REAL, S.A.,
                               AS COLLATERAL AGENT

                                       AND

                               ABN AMRO BANK N.V.,
                             AS ADMINISTRATIVE AGENT



                                  $141,000,000



                    Zorro Milank, Tweed, Hadley & McCloy LLP
                                Washington, D.C.


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                                TABLE OF CONTENTS

                                                                          Page

ARTICLE I       DEFINITIONS

  SECTION 1.01. Defined Terms...............................................1
  SECTION 1.02. Terms Generally............................................15
  SECTION 1.03. Accounting Terms; GAAP.....................................15
  SECTION 1.04. Currency Conversion........................................16

ARTICLE II      THE CREDITS

  SECTION 2.01. The Commitments............................................16
  SECTION 2.02. Loans and Borrowings.......................................16
  SECTION 2.03. Request for Borrowing......................................16
  SECTION 2.04. Funding of Borrowings......................................17
  SECTION 2.05. Termination and Reduction of the Commitments...............17
  SECTION 2.06. Repayment of Loans; Evidence of Debt.......................18
  SECTION 2.07. Prepayment of Loans........................................19
  SECTION 2.08. Fees.......................................................19
  SECTION 2.09. Interest...................................................20
  SECTION 2.10. Alternate Rate of Interest.................................20
  SECTION 2.11. Increased Costs............................................21
  SECTION 2.12. Break Funding Payments.....................................22
  SECTION 2.13. Taxes......................................................22
  SECTION 2.14. Payments Generally; Pro Rata Treatment;
                Sharing of Set-offs........................................24
  SECTION 2.15. Mitigation Obligations; Replacement of Lenders.............25

ARTICLE III     REPRESENTATIONS AND WARRANTIES

  SECTION 3.01. Organization; Powers; Ownership of Share Capital...........26
  SECTION 3.02. Authorization; Enforceability..............................27
  SECTION 3.03. Governmental Approvals; No Conflicts.......................27
  SECTION 3.04. All Approvals in Place.....................................27
  SECTION 3.05. Financial Condition; No Material Adverse Change............27
  SECTION 3.06. Properties.................................................28
  SECTION 3.07. Litigation and Environmental Matters.......................28
  SECTION 3.08. Compliance with Laws and Agreements........................28
  SECTION 3.09. Taxes......................................................29
  SECTION 3.10. Disclosure.................................................29
  SECTION 3.11. Use of Credit..............................................29
  SECTION 3.12. Legal Form.................................................29
  SECTION 3.13. Ranking....................................................29
  SECTION 3.14. Commercial Activity; Absence of Immunity...................30
  SECTION 3.15. Investment Company.........................................30
  SECTION 3.16. Supply Contract............................................30
  SECTION 3.17. No Subsidiaries; No Partnership Obligations................30
  SECTION 3.18. Books and Records..........................................30
  SECTION 3.19. Mortgage...................................................30

ARTICLE IV      CONDITIONS

  SECTION 4.01. Original Effective Date....................................31
  SECTION 4.02. Amendment Effective Date...................................31

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  SECTION 4.03. Each Credit Event..........................................32

ARTICLE V       AFFIRMATIVE COVENANTS

  SECTION 5.01. Financial Statements and Other Information.................33
  SECTION 5.02. Notices of Material Events.................................35
  SECTION 5.03. Existence; Conduct of Business.............................35
  SECTION 5.04. Payment of Obligations.....................................35
  SECTION 5.05. Maintenance of Properties; Insurance.......................35
  SECTION 5.06. Books and Records; Inspection Rights.......................35
  SECTION 5.07. Compliance with Laws.......................................36
  SECTION 5.08. Use of Proceeds............................................36
  SECTION 5.09. Taxes......................................................36
  SECTION 5.10. Governmental Approvals.....................................36
  SECTION 5.11. Conduct of Business........................................37
  SECTION 5.12. Supply Contract; Organizational Documents..................37
  SECTION 5.13. Financial Covenants........................................37
  SECTION 5.14. Governmental Approvals.....................................37
  SECTION 5.15. Collateral Account.........................................38
  SECTION 5.16. Further Assurances.........................................38
  SECTION 5.17. Mortgage Deed..............................................38

ARTICLE VI      NEGATIVE COVENANTS

  SECTION 6.01. Indebtedness...............................................38
  SECTION 6.02. Liens......................................................39
  SECTION 6.03. Fundamental Changes........................................40
  SECTION 6.04. Investments, Etc.; Hedging Agreements......................41
  SECTION 6.05. Restricted Payments........................................42
  SECTION 6.06. Transactions with Affiliates...............................42

ARTICLE VII     EVENTS OF DEFAULT

ARTICLE VIII    THE AGENTS

  SECTION 8.01. Appointment................................................46
  SECTION 8.02. Rights as a Lender.........................................46
  SECTION 8.03. Duties and Obligations.....................................46
  SECTION 8.04. Reliance...................................................47
  SECTION 8.05. Use of Sub-Agents..........................................47
  SECTION 8.06. Resignation................................................47
  SECTION 8.07. Non-reliance...............................................47
  SECTION 8.08. Consent to Modification, etc...............................48

ARTICLE IX      MISCELLANEOUS

  SECTION 9.01. Notices....................................................48
  SECTION 9.02. Waivers; Amendments........................................49
  SECTION 9.03. Expenses; Indemnity; Damage Waiver.........................49
  SECTION 9.04. Successors and Assigns.....................................51
  SECTION 9.05. Survival...................................................53
  SECTION 9.06. Counterparts; Integration; Effectiveness...................53
  SECTION 9.07. Severability...............................................54
  SECTION 9.08. Right of Setoff............................................54
  SECTION 9.09. Governing Law; Jurisdiction; Service of Process; Etc.......54

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  SECTION 9.10. Waiver of Jury Trial.......................................55
  SECTION 9.11. No Immunity................................................55
  SECTION 9.12. Judgment Currency..........................................55
  SECTION 9.13. Use of English Language....................................56
  SECTION 9.14. Headings...................................................57
  SECTION 9.15. Treatment of Certain Information; Confidentiality..........57

SCHEDULE I      Commitments

EXHIBIT A.........Form of Assignment and Acceptance
EXHIBIT B.........Form of Process Agent Acceptance
EXHIBIT C.........Form of Promissory Note
EXHIBIT D.........Form of Borrowing Request
EXHIBIT E.........Form of Mortgage Deed


                                      E-45
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                      AMENDED AND RESTATED CREDIT AGREEMENT

                  AMENDED AND RESTATED CREDIT AGREEMENT dated as of April 3,
2001 among TELEMIG CELULAR, S.A., the LENDERS party hereto, BANCO ABN AMRO REAL
S.A., as Collateral Agent and ABN AMRO BANK N.V., as Administrative Agent.

                  The Borrower (as hereinafter defined) and the EDC, as Lender,
entered into the Credit Agreement dated as of July 8, 1999 (the "Original Credit
Agreement"), pursuant to which the EDC, as Lender, provided financing for
purchases made by the Borrower pursuant to the Supply Agreement.

                  The Borrower and the Lenders desire to amend and restate the
Original Credit Agreement in its entirety in accordance with the terms hereof in
connection with the Lenders making a Loan to the Borrower during the Additional
Commitment Period. The Borrower has requested, and the Lenders have so agreed,
that (i) the Lenders extend additional credit to it in order to finance
purchases under the Supply Agreement and (ii) the terms and conditions of the
Original Credit Agreement with respect to credit extended by the Lenders
thereunder prior to the date hereof be superseded by the terms and conditions of
this Agreement with respect to such credit.

                  NOW, THEREFORE, in consideration of the premises and the
mutual covenants and agreements contained herein, the parties hereto hereby
agree as follows:

                                   ARTICLE I
                                   DEFINITIONS

                  SECTION 1.01. Defined Terms. As used in this Agreement, the
following terms have the meanings specified below:

                  "ABR", when used in reference to any Loan or Borrowing,
indicates that such Loan, or the Loans comprising such Borrowing, are bearing
interest at a rate determined by reference to the Alternate Base Rate.

                  "Additional Commitment" means, with respect to each Lender,
the commitment, if any, of such Lender to make Loans hereunder, as such
commitment may be (i) reduced from time to time pursuant to Section 2.05 and
(ii) reduced or increased from time to time pursuant to assignments by or to
such Lender pursuant to Section 9.04. The initial amount of each Lender's
Additional Commitment is set forth on Schedule I, or in the Assignment and
Acceptance pursuant to which such Lender shall have assumed its Commitment, as
applicable.

                  "Additional Commitment Period" means the period from and
including the Amendment Effective Date and ending on the earlier of (i) the date
one month after the Amendment Effective Date and (ii) the first date on which
there is no unused Commitment.

                  "Adjusted LIBO Rate" means, with respect to any Borrowing for
any Interest Period (or for any Default Interest Period for any overdue
principal of or interest on any Loan or any other overdue amount under this
Agreement or any other Loan Document), an interest rate per annum (rounded
upwards, if necessary, to the next 1/16 of 1%) equal to (i) the LIBO Rate for
such Interest Period (or Default Interest Period) multiplied by (ii) the
Statutory Reserve Rate.

                  "Administrative Agent" means ABN AMRO Bank N.V., in its
capacity as administrative agent for the Lenders hereunder.

                  "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 Lender) or 20% (in the case of any other Person) or more of
the securities having ordinary voting power for the election of directors or
members of any other governing body of a corporation or a similar percentage or
more of the partnership or other ownership interests 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

                                      E-46
<PAGE>   6
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) each Shareholder and each of its Affiliates shall be deemed to be an
Affiliate of the Borrower.

                  "Agents" means the Administrative Agent and the Collateral
Agent.

                  "Alternate Base Rate" means, for any day, a rate per annum
equal to the greater of (a) the Prime Rate in effect on such day and (b) the
Federal Funds Effective Rate in effect on such day plus 0.5%. Any change in the
Alternate Base Rate due to a change in the Prime Rate or the Federal Funds
Effective Rate shall be effective from and including the effective date of such
change in the Prime Rate or the Federal Funds Effective Rate, respectively.

                  "Amendment Effective Date" has the meaning specified in
Section 4.02.

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

                  "Annualized EBITDA" means, with respect to any fiscal quarter,
the sum of (i) EBITDA for such fiscal quarter and (ii) EBITDA for the
immediately preceding fiscal quarter, multiplied by two.

                  "Applicable Margin" means (i) with respect to any Eurodollar
Loan, (A) prior to the Amendment Effective Date, 5.00% per annum and (B) on such
date and thereafter, 4.875% per annum and (ii) with respect to any ABR Loan, (A)
prior to the Amendment Effective Date, 3.00% per annum and (B) on such date and
thereafter, 2.875% per annum.

                  "Applicable Percentage" means, with respect to any Lender, the
percentage of the total unused Commitments and outstanding Loans hereunder
represented by the aggregate amount of such Lender's unused Commitments and
outstanding Loans hereunder.

                  "Approved Merger Candidates" means any of the following (but
not its successors): the Parent, Tele Norte Celular Participacoes S.A.,
Teleamazon Celular S.A., Telepara Celular S.A., Telaima Celular S.A., Teleamapa
Celular S.A. or Telma Celular S.A.

                  "Approved Tower Operator" means (i) an internationally
recognized company that has for each of the last two years built, owned or
operated at least 1,000 towers and transmission networks for wireless
communications or broadcast transmission companies or (ii) a joint venture
company whose charter or other governing documents provide the Borrower with the
right to veto any of the following events: (a) the appointment of such company's
chief executive officer, chief operating officer, chief financial officer or
other senior manager of such company or (b) the incurrence by such company of
any Indebtedness except to the extent such Indebtedness does not create any
liability to the Borrower.

                  "Arranger" means, at any time, any party other than EDC and
the Borrower signatory to the Arranger Participation Agreement.

                  "Arranger Participation Agreement" means the agreement dated
as of the date hereof among the Arrangers, the Borrower and EDC, and each such
Person's legal successors and permitted assigns.

                  "Assigned Affiliate Indebtedness" means, as of any date, the
then-outstanding principal amount of Loans that have been assigned or in which a
participation of a Lender or Arranger's interest has been made to the Borrower
or any of the Borrower's Affiliates pursuant to Section 9.04(g).

                  "Assignment and Acceptance" means an assignment and acceptance
entered into by a Lender and an assignee (with the consent of any party whose
consent is required by Section 9.04), and accepted by the Administrative Agent,
substantially in the form of Exhibit A or any other form approved by the
Administrative Agent.

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                  "Authorization" has the meaning assigned to such term in
Section 5.12.

                  "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.

                  "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 the Borrower and BNDES after July 8, 1999.

                  "Board" means the Board of Governors of the Federal Reserve
System of the United States of America.

                  "Borrower" means Telemig Celular S.A. a sociedade anonima
organized under the laws of Brazil.

                  "Borrowing" means Loans made or continued on the same date and
as to which a single Interest Period is in effect.

                  "Borrowing Request" means a request by the Borrower for a
Borrowing in accordance with Section 2.03.

                  "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 Belo Horizonte, Brazil are authorized or required by law to remain
closed (with respect to Sao Paulo, Brazil and Belo Horizonte, Brazil, solely to
the extent the Borrower provided notice to the Administrative Agent of the
status of any such day as not a "Business Day" no later than the Interest
Payment Date immediately preceding any such day) and (ii) on which transactions
in dollar deposits are conducted in the London interbank market.

                  "Capital Lease Obligations" of any Person means 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 Equivalent" of any Person means any of the following, to
the extent owned by such Person 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 or any agency or
                  instrumentality thereof or obligations unconditionally
                  guaranteed by the full faith and credit of the Government of
                  the United States, maturing within 90 days from the date of
                  acquisition thereof;

                        (iii) readily marketable, direct obligations of the
                  Government of Brazil, the Central Bank 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 or Brazilian office of any
                  commercial bank organized under the laws of the United States
                  of America or any

                                      E-48
<PAGE>   8
                  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 for
                  Brazil 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 Person reasonably acceptable to the
                  Administrative Agent (such acceptance not to be unreasonably
                  withheld).

                  "CDI" shall mean the interest rate of Interbank Deposits
("ID") in Brazil, defined as the capitalized daily average of one day ID rates,
calculated by the Central of Custody and Cash Settlement of Certificates and
Bonds - CETIP, and published thereby on the Business Day immediately prior to
the disbursement date of each relevant loan constituting a Parent Subordinated
Indebtedness hereunder.

                  "Central Bank" means the Banco Central do Brasil, the central
bank of Brazil.

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

                  "Change in Law" means (i) the adoption of any law, rule or
regulation after July 8, 1999, (ii) any change in any law, rule or regulation or
in the interpretation or application thereof by any Governmental Authority after
July 8, 1999 or (iii) compliance by any Lender (or, for purposes of Section
2.11(b), by any lending office of such Lender or by such Lender's holding
company, if any) with any request, guideline or directive (whether or not having
the force of law) of any Governmental Authority made or issued after the date of
this Agreement.

                  "Collateral Account" means any real-denominated account
established by the Administrative Agent and maintained with a financial
institution in Brazil selected by the Borrower and reasonably acceptable to the
Administrative Agent in the name of the Administrative Agent pursuant to Section
5.15.

                  "Collateral Agent" means Banco ABN AMRO Real S.A., in its
capacity as collateral agent for the Lenders.

                  "Commitment" means the Original Commitment and the Additional
Commitment.

                  "Concession" means the Concession granted on November 4, 1997
by the Ministry of Communications to the Borrower pursuant to the Concession
Agreement No. 010\97-DOTC\SFO\MC for the Concession Area No. 4.

                  "Consolidated" means, with respect to the Borrower, the
consolidation of the financial information of the Borrower and all of its
Subsidiaries in accordance with the consolidation procedures of GAAP, without
duplication.


                                      E-49
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                  "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.

                  "Default" means any event or condition that constitutes an
Event of Default or that upon notice, lapse of time or both would, unless cured
or waived, become an Event of Default.

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

                  "Disbursement Date" means the date of Borrowing requested in
the Borrowing Request submitted pursuant to Section 2.03(a), which shall be on
or after the Amendment Effective Date.

                  "dollars" or "$" refers to lawful money of the United States
of America.

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

                  "EDC" means Export Development Corporation, a crown
corporation of Canada, in its capacity as Lender.

                  "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.

                  "Equipment" means all hardware, software and spare parts
purchased by the Borrower from the Supplier pursuant to the Supply Contract.

                  "Eurodollar", when used in reference to any Loan or Borrowing,
indicates that such Loan, or the Loans comprising such Borrowing, are bearing
interest at a rate determined by reference to the Adjusted LIBO Rate.

                  "Event of Default" has the meaning assigned to such term in
Article VII.


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                  "Excluded Taxes" means, with respect to the Administrative
Agent, any Lender, any Arranger or any other recipient of any payment to be made
by or on account of any obligation of the Borrower hereunder or under any other
Loan Document, income or franchise taxes imposed on (or measured by) such
recipient's net income by the United States of America, Brazil, Canada or by the
jurisdiction under the laws of which it is organized or in which its principal
office is located or, in the case of any Lender, in which its applicable lending
office is located and, in each case, any Governmental Authority thereof or
therein.

                  "Facility Amount" means $141,000,000.

                  "Federal Funds Effective Rate" means, for any day, the
weighted average (rounded upwards, if necessary, to the next 1/100 of 1%) of the
rates on overnight Federal funds transactions with members of the Federal
Reserve System arranged by Federal funds brokers, as published on the next
succeeding Business Day by the Federal Reserve Bank of New York, or, if such
rate is not so published for any day that is a Business Day, the average
(rounded upwards, if necessary, to the next 1/100 of 1%) of the quotations for
such day for such transactions received by the Administrative Agent from three
Federal funds brokers of recognized standing selected by it.

                  "Financial Officer" means the chief financial officer,
principal accounting officer, treasurer or controller of the Borrower.

                  "Foreign Lender" means any Lender that is organized under the
laws of a jurisdiction other than Brazil. For purposes of this definition, the
United States of America, each State thereof and the District of Columbia shall
be deemed to constitute a single jurisdiction.

                  "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.

                  "Guarantee" of or by any Person (the "guarantor") means any
obligation, contingent or otherwise, of the guarantor guaranteeing or having the
economic effect of guaranteeing any Indebtedness or other obligation of any
other Person (the "primary obligor") in any manner, whether directly or
indirectly, and including any obligation of the guarantor, direct or indirect,
(i) to purchase or pay (or advance or supply funds for the purchase or payment
of) such Indebtedness or other obligation or to purchase (or to advance or
supply funds for the purchase of) any security for the payment thereof, (ii) to
purchase or lease property, securities or services for the purpose of assuring
the owner of such Indebtedness or other obligation of the payment thereof, (iii)
to maintain working capital, equity capital or any other financial statement
condition or liquidity of the primary obligor so as to enable the primary
obligor to pay such Indebtedness or other obligation or (iv) as an account party
in respect of any letter of credit or letter of guaranty issued to support such
Indebtedness or obligation.

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

                  "ICMS Tax" means the Imposto sobre a Circulacao de Mercadorias
e Servicos.

                  "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

                                      E-51
<PAGE>   11
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 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 5.13,
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.

                  "Indemnified Taxes" means Taxes other than Excluded Taxes and
Other Taxes.

                  "Insurance Breakage" means, in respect of any prepayment made
prior to the second anniversary of the Disbursement Date the sum of (i) (a) 2.5%
multiplied by (b) $104,847,000 multiplied by (c) (1) 730 minus (2) the number of
days in the period commencing on the Disbursement Date and ending on the date of
such prepayment divided by (d) 360 minus (ii) $3,185,870, to the extent such sum
is positive.

                  "Insurer" means Export Development Corporation, a crown
corporation of Canada, in its capacity as issuer pursuant to the Political Risk
Insurance Agreement.

                  "Interest Expense" means, for any period, with respect to the
Borrower and its Subsidiaries, the sum of (i) all interest in respect of
Indebtedness actually paid by the Borrower and its Subsidiaries 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 on a Consolidated basis.

                  "Interest Income" means, for any period, with respect to the
Borrower and its Subsidiaries, the sum of all interest in respect of Total
Assets actually paid to the Borrower and its Subsidiaries during such period,
all calculated in accordance with GAAP on a Consolidated basis.

                  "Interest Payment Date" means each April 30 and October 31,
beginning with October 31, 2001 (or, if any such date is not a Business Day, the
immediately preceding Business Day) and, with respect to each Loan, the final
date on which principal is payable with respect to such Loan in accordance with
the terms of this Agreement..

                  "Interest Period" means, with respect to any Borrowing, the
period commencing on (i) in the case of the initial Interest Period, the date of
such Borrowing, or (ii) in the case of any subsequent Interest Period, the date
immediately succeeding the Interest Payment Date for the immediately preceding
Interest Period, and ending on (i) in the case of the initial Interest Period,
October 31, 2001, or (ii) in the case of any subsequent Interest Period, the
next succeeding Interest Payment Date; provided, that (a) if any Interest Period
would end on a day other than a Business Day, such Interest Period shall be
extended to the next succeeding Business Day unless such next succeeding
Business Day would fall in the next calendar month, in which case such Interest
Period shall end on the next preceding Business Day, (b) any Interest Period
that commences on the last Business Day of a calendar month (or on a day for
which there is no numerically corresponding day in the last calendar month of
such Interest Period) shall end on the last Business Day of the last calendar
month of such Interest Period, and (c) notwithstanding the foregoing, if any
Interest Period would otherwise end after the Maturity Date, such Interest
Period shall end on the Maturity Date. For purposes hereof, the date of a
Borrowing initially shall be the date on which such Borrowing is made and
thereafter shall be the effective date of the most recent continuation of such
Borrowing.

                  "Lenders" means the Persons listed on Schedule I and any other
financial institution that shall have become a party hereto pursuant to an
Assignment and Acceptance, other than any such financial institution that ceases
to be a party hereto pursuant to an Assignment and Acceptance.

                                      E-52
<PAGE>   12
                  "LIBO Rate" means, with respect to any Borrowing for any
Interest Period (or for any Default Interest Period for any overdue principal of
or interest on any Loan or any other overdue amount under this Agreement or any
other Loan Document), the rate appearing on Page 3750 of the Dow Jones Markets
Service (or on any successor or substitute page of such Service, or any
successor to or substitute for such Service, providing rate quotations
comparable to those currently provided on such page of such Service, as
determined by the Administrative Agent from time to time for purposes of
providing quotations of interest rates applicable to dollar deposits in the
London interbank market) at approximately 11:00 a.m., London time, two Business
Days prior to the commencement of such Interest Period (or Default Interest
Period), as the rate for dollar deposits with a maturity comparable to such
Interest Period (or Default Interest Period). In the event that such rate is not
available at such time for any reason, then the LIBO Rate with respect to such
Borrowing for such Interest Period (or Default Interest Period) shall be the
arithmetic average of the rates (rounded upwards, if necessary, to the next 1/16
of 1%) at which dollar deposits in an amount comparable to the amount of such
Borrowing and for a maturity comparable to such Interest Period (or Default
Interest Period) are offered by the principal London office of the respective
Reference Banks in immediately available funds in the London interbank market at
approximately 11:00 a.m., London time, two Business Days prior to the
commencement of such Interest Period (or Default Interest Period). If any
Reference Bank does not timely furnish the information required for
determination of any LIBO Rate, the Administrative Agent shall determine such
LIBO Rate on the basis of the information timely furnished by the remaining
Reference Banks. In the event that the Interest Period is determined under
clause (d) of the definition of Interest Period with respect to any Borrowing,
then the LIBO Rate with respect to such Borrowing for such Interest Period shall
be determined as if such Interest Period were a three-month period.

                  "Lien" means, with respect to any asset, (i) any mortgage,
deed of trust, lien, pledge, hypothecation, encumbrance, charge or security
interest in, on or of such asset, (ii) the interest of a vendor or a lessor
under any conditional sale agreement, capital lease or title retention agreement
(or any financing lease having substantially the same economic effect as any of
the foregoing) relating to such asset and (iii) in the case of securities, any
purchase option, call or similar right of a third party with respect to such
securities.

                  "Loan Documents" means, collectively, this Agreement, all
promissory notes executed pursuant to the terms hereof, the Mortgage Deed and
the fee letter described in Section 2.08(a).

                  "Loans" means the loans made by the Lenders to the Borrower
pursuant to the Original Credit Agreement and this Agreement.

                  "Margin Stock" means "margin stock" within the meaning of
Regulations T, U or X of the Board.

                  "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 Borrower;

                  (ii) The ability of the Borrower to perform its obligations
            under the Loan Documents;

                  (iii) The validity or enforceability of any of the Loan
            Documents or the rights or remedies of the Administrative Agent (on
            behalf of itself and the Lenders) thereto; or

                  (iv) The Concession or the Authorization, as the case may be,
            the rights thereto or rights to operate thereunder of the Borrower.

                  "Material Indebtedness" means Indebtedness (other than the
Loans), or obligations in respect of one or more Hedging Agreements, of any
Person in an aggregate principal amount at the time exceeding $5,000,000 (or the
equivalent in one or more other currencies). For purposes of determining
Material Indebtedness, the "principal amount" of the obligations of any Person
in respect of any Hedging Agreement at any time shall be the maximum aggregate
amount (giving effect to any netting agreements) that such Person would be
required to pay if such Hedging Agreement were terminated at such time.

                                      E-53
<PAGE>   13
                  "Maturity Date" means the date that is the fifth anniversary
of the Disbursement Date.

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

                  "Mortgage Deed" means the mortgage deed substantially in the
form of Exhibit E, executed by the Borrower, as mortgagor, in favor of the
Collateral Agent, as mortgagee.

                  "Net Indebtedness" means, on any date of determination, with
respect to the Borrower and its Subsidiaries on a Consolidated basis, total
Indebtedness of the Borrower and its Subsidiaries (after giving effect to any
Indebtedness incurred on such date and the application of proceeds therefrom,
but excluding Parent Indebtedness and Subordinated Indebtedness) minus the
lesser of (x) the value of all Cash Equivalents owned by the Borrower and its
Subsidiaries as of the close of business on such date and (y) 10% of Total
Assets as of the most recently ended fiscal quarter. For purposes of calculating
the ratios set forth in Section 5.13, Cash Equivalents and Indebtedness
denominated in currency other than dollars shall be converted into dollars by
dividing the aggregate value of such Cash Equivalents 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 Equivalents or Indebtedness denominated in reais) or
by reference to the rate of exchange for such currency as quoted on the Reuters
WRLD Screen (or the successor of such screen or the comparable screen provided
by a successor provider) for buying dollars (in the case of Cash Equivalents or
Indebtedness denominated in currency other than dollars or reais) for the date
of determination of such ratios.

                  "Net Interest Expense" means, for any period, (i) Interest
Expense for such period minus (ii) Interest Income for such period.

                  "Net Worth" means, on any date of determination, Total Assets
minus Total Liabilities.

                  "Operating Affiliate" means an Affiliate of the Borrower the
sole purpose of which is: (i) to serve as a call center or (ii) to maintain,
operate, and manage tower infrastructure, provided that such Operating
Affiliate, or an Affiliate thereof is an Approved Tower Operator and provided
further that with respect to any property or assets sold, leased or otherwise
transferred to such Operating Affiliate, the Borrower shall retain the
indefeasible right to use such assets or properties and the cost to use such
property or assets shall not exceed the sum of (a) the proceeds received by the
Borrower in respect of such sale, lease or transfer, if any, plus (b) the cost
savings to the Borrower directly attributable to such sale, lease or transfer if
the Borrower has provided a notice to the Administrative Agent specifying, in
reasonable detail, such cost savings and such right to use shall be for the
actual useful life of such assets or properties sold or transferred and in scope
and manner sufficient to enable the Borrower to meet its obligations under the
Concession or Authorization, as the case may be.

                  "Operating Subsidiary" means a Subsidiary of the Borrower the
sole purpose of which is: (i) to serve as a call center or (ii) to maintain,
operate, and manage tower infrastructure, provided that with respect to any
property or assets sold, leased or otherwise transferred to such Operating
Subsidiary, the Borrower shall retain the indefeasible right to use such assets
or properties and the cost to use such property or assets shall not exceed the
sum of (a) the proceeds received by the Borrower in respect of such sale, lease
or transfer, if any, plus (b) the cost savings to the Borrower directly
attributable to such sale, lease or transfer if the Borrower has provided a
notice to the Administrative Agent specifying, in reasonable detail, such cost
savings and such right to use shall be for the actual useful life of such assets
or properties sold or transferred and in scope and manner sufficient to enable
the Borrower to meet its obligations under the Concession or Authorization, as
the case may be.

                  "Original Commitment" means, with respect to each Lender, the
commitment, if any, of such Lender to make Loans under the Original Credit
Agreement. The initial amount of each Lender's Original Commitment is set forth
on Schedule I, or in the Assignment and Acceptance pursuant to which such Lender
shall have assumed its Commitment, as applicable.

                  "Original Effective Date" has the meaning assigned to such
term in Section 4.01.

                                      E-54
<PAGE>   14
                  "Other Taxes" means any and all present or future stamp or
documentary taxes or any other excise or property taxes, charges or similar
levies arising from any payment made under any Loan Document or from the
execution, delivery or enforcement of, or otherwise with respect to, any Loan
Document.

                  "Parent" means Telemig Celular Participacoes S.A.

                  "Parent Indebtedness" means Indebtedness of the Borrower
outstanding as of December 31, 1998 owing to the Parent (i) with respect to any
date during the period through June 30, 1999, in principal amount equal to
R$43,000,000 and (ii) with respect to any date during the period beginning on
July 1, 1999 through December 31, 1999, in principal amount equal to
R$18,000,000.

                  "Participant" has the meaning assigned to such term in Section
9.04(e).

                  "Permitted Encumbrances" means:

                  (i) Liens imposed by law for taxes that are not yet due or are
            being contested in compliance with Section 5.04;

                  (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 5.04;

                  (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 (k) of Article VII;

                  (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 the Borrower or any of its Subsidiaries;

                  (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 the Borrower or any of its Subsidiaries in
            the ordinary course of business;

                  (ix) any reversionary interest of the Government of Brazil or
            any Governmental Authority thereof in the Concession or the
            Authorization, as the case may be, or any assets of the Borrower or
            any of its Subsidiaries subject thereof; and

                  (x) Liens of the Government of Brazil imposed by operation of
            law;

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

                  "Person" means any natural person, corporation, limited
liability company, trust, joint venture, association, company, partnership,
Governmental Authority or other entity.

                                      E-55
<PAGE>   15
                  "Political Risk Insurance Agreement" means the amended and
restated Political Risk Insurance Policy dated as of the date hereof issued by
the Insurer in favor of the Arrangers with respect to the Loans.

                  "Prime Rate" means the arithmetic mean of the rate of interest
per annum publicly announced from time to time by each Reference Bank as its
prime rate in effect at its principal office in New York City; each change in
the Prime Rate shall be effective from and including the date such change is
publicly announced as being effective.

                  "Process Agent" has the meaning assigned to such term in
Section 9.09(c).

                  "Process Agent Acceptance" means a letter from the Process
Agent to the Administrative Agent, substantially in the form of Exhibit B.

                  "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 the
Central Bank.

                  "R$" or "real" or "reais" means the lawful money of Brazil.

                  "Reference Banks" means ABN AMRO Bank N.V., Canadian Imperial
Bank of Commerce, and BankBoston, N.A. (or their respective applicable lending
offices, as the case may be).

                  "Register" has the meaning set forth in Section 9.04.

                  "Related Parties" means, with respect to any specified Person,
such Person's Affiliates and the respective directors, officers, employees,
agents and advisors of such Person and such Person's Affiliates.

                  "Required Lenders" means, at any time, subject to Section
9.02(b)(v), Lenders having outstanding Loans and unused Commitments representing
at least 51% of the sum of the total outstanding Loans and unused Commitments at
such time.

                  "Restricted Payment" means any dividend, interest on capital
or other distribution (whether in cash, securities or other property) with
respect to any shares of any class of capital stock of the Borrower, or any
Subsidiary, as the case may be, or any payment (whether in cash, securities or
other property), including any sinking fund or similar deposit, on account of
the purchase, redemption, retirement, acquisition, cancellation or termination
of any such shares of capital stock of the Borrower or any Subsidiary, as the
case may be, or any option, warrant or other right to acquire any such shares of
capital stock of the Borrower or any Subsidiary, as the case may be; provided
that the term "Restricted Payment" does not include any such dividend,
distribution or other payment consisting solely of shares of capital stock of
the Borrower or any Subsidiary, as the case may be.

                  "ROF" has the meaning assigned to such term in Section 3.03.

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

                  "Statutory Reserve Rate" means a fraction (expressed as a
decimal), the numerator of which is the number one and the denominator of which
is the number one minus the aggregate of the maximum reserve percentages
(including any marginal, special, emergency or supplemental reserves) expressed
as a decimal established by the Board or any other Governmental Authority of the
United States of America to which the Administrative Agent is subject for
eurocurrency funding (currently referred to as "Eurocurrency liabilities" in
Regulation D of the Board). Such reserve percentages shall include those imposed
pursuant to such Regulation D. Loans and any other amounts payable by the
Borrower under this Agreement or any other Loan Document shall be deemed to
constitute eurocurrency funding and to be subject to such reserve requirements
without benefit of or credit for proration, exemptions or offsets that may be
available from time to time to any Lender under such Regulation D or any
comparable regulation. The Statutory Reserve Rate shall be adjusted
automatically on and as of the effective date of any change in any reserve
percentage.

                                      E-56
<PAGE>   16
                  "Subordinated Indebtedness" means, without duplication,
unsecured Indebtedness of the Borrower and its Subsidiaries (i) subordinated in
priority and payment to the Indebtedness created hereunder in form and substance
reasonably satisfactory to the Administrative Agent and (ii) in respect of which
no payments of any kind, including principal, interest or fees, shall be payable
prior to the date falling 3 months after the Maturity Date.

                  "Subsidiary" means, with respect to any Person (the "parent")
at any date, any corporation, limited liability company, partnership,
association or other entity the accounts of which would be consolidated with
those of the parent in the parent's consolidated financial statements if such
financial statements were prepared in accordance with generally accepted
accounting principles relating to the parent as of such date, as well as any
other corporation, limited liability company, partnership, association or other
entity (i) of which securities or other ownership interests representing more
than 50% of the equity or more than 50% of the ordinary voting power or, in the
case of a partnership, more than 50% of the general partnership interests are,
as of such date, owned, controlled or held, or (ii) that is, as of such date,
otherwise Controlled, by the parent or one or more subsidiaries of the parent or
by the parent and one or more subsidiaries of the parent. Unless otherwise
indicated, "Subsidiary" refers to a Subsidiary of the Borrower.

                  "Supplier" means Nortel (as defined in the Supply Contract).

                  "Supply Contract" means, the Contract dated as of November 24,
1998 between the Borrower and the Supplier.

                  "Taxes" means any and all present or future taxes, levies,
imposts, duties, deductions, charges or withholdings imposed by any Governmental
Authority.

                  "Tax Haven Jurisdiction" means any country that does not have
income tax or in which the 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).

                  "Technical Service Agreement" means, the agreement to be
entered into between the Borrower and Telesystem International Wireless, Inc. or
between the Borrower and Telpart Participacoes S.A. with respect to the
provision of technical and management services to the Borrower.

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

                  "Total Liabilities" means, on any date of determination, all
liabilities of the Borrower and its Subsidiaries that would be classified as
liabilities of a company conducting a business the same as or similar to that of
the Borrower and its Subsidiaries, after accruing adequate reserves in each case
in which a reserve is proper, all in accordance with GAAP on a Consolidated
basis.

                  "Transactions" means the execution, delivery and performance
by the Borrower of this Agreement and the other Loan Documents to be executed by
it, the borrowing of Loans and the use of the proceeds thereof.

                  "Wholly Owned Subsidiary" of any Person means any corporation,
partnership, joint venture, limited liability company, trust or estate of which
(or in which) 100% of (a) the issued and outstanding capital stock having
ordinary voting power to elect a majority of the board of directors of such
corporation (irrespective of whether at the time capital stock of any other
class or classes of such corporation shall or might have voting power upon the
occurrence of any contingency), (b) the interest in the capital or profits of
such partnership, joint venture or limited liability company or (c) the
beneficial interest in such trust or estate is at the time directly or
indirectly owned or controlled by such Person, by such Person and one or more of
its other Subsidiaries or by one or more of such Person's other Subsidiaries;
provided that, if applicable law prohibits the exercise of such percentage of
direct or indirect ownership or control, the ownership or control held by such
Person and one or more of its Subsidiaries shall be the maximum percentage
permitted under such applicable law.

                                      E-57
<PAGE>   17
                  SECTION 1.02. Terms Generally. Unless the context requires
otherwise (i) any definition of or reference to any agreement, instrument or
other document herein shall be construed as referring to such agreement,
instrument or other document as from time to time amended, supplemented or
otherwise modified (subject to any restrictions on such amendments, supplements
or modifications set forth herein), (ii) any reference herein to any Person
shall be construed to include such Person's successors and assigns, (iii) the
words "herein", "hereof" and "hereunder", and words of similar import, shall be
construed to refer to this Agreement in its entirety and not to any particular
provision hereof and (iv) all references herein to Articles, Sections, Exhibits
and Schedules shall be construed to refer to Articles and Sections of, and
Exhibits and Schedules to, this Agreement.

                  SECTION 1.03. 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 the Borrower notifies the Administrative Agent that the 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 Administrative Agent notifies the
Borrower that the Required Lenders 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 1.04. Currency Conversion. Except as otherwise
expressly specified herein, for purposes of converting to dollars any amounts
expressed in reais (i) as of any date, the currency exchange rate shall be the
PTAX 800 Rate for such date and (ii) for any period, the currency exchange rate
shall be the Average Conversion Factor for such period.

                                   ARTICLE II
                                   THE CREDITS

                  SECTION 2.01. The Commitments.

                  (a) Subject to the terms and conditions set forth in the
Original Credit Agreement, each Lender made Loans to the Borrower in an
aggregate principal amount not exceeding its Original Commitment then in effect.

                  (b) Subject to the terms and conditions set forth herein, each
Lender agrees to make a Loan to the Borrower during the Additional Commitment
Period in an aggregate principal amount not exceeding its Additional Commitment
then in effect.

                  SECTION 2.02. Loans and Borrowings.

                  (a) Obligations of Lenders. The Loan made hereunder shall be
made as part of a Borrowing consisting of a Loan made by the Lenders ratably in
accordance with their respective Commitments. The failure of any Lender to make
such Loan required to be made by it shall not relieve any other Lender of its
obligations hereunder; provided that the Commitments of the Lenders are several
and no Lender shall be responsible for any other Lender's failure to make such
Loan as required.

                  (b) Type of Loans. Subject to Section 2.10, the Borrowing
shall consist entirely of an ABR Loan or an Eurodollar Loan as the Borrower may
request in accordance herewith. Each Lender at its option may make such Loan by
causing any domestic or foreign branch or Affiliate of such Lender to make such
Loan; provided that any exercise of such option shall not affect the obligation
of the Borrower to repay such Loan in accordance with the terms of this
Agreement.

                  (c) Amount of Loans. The Loan shall be in an amount of no less
than $1,000,000.

                  (d) Number of Borrowings. The Borrower may make one drawdown
under this Agreement.

                                      E-58
<PAGE>   18
                  (e) EDC as Lender. So long as EDC shall be a Lender hereunder,
the amount of Loans that EDC shall be obligated, subject to the terms and
conditions set forth herein, to make to the Borrower on the date of any proposed
Borrowing shall, notwithstanding anything herein to the contrary, be limited to
an amount equal to EDC's Pro Rata Share (as defined in the Arranger
Participation Agreement) of such proposed Borrowing and any amount actually
received from the Arrangers in respect of their Pro Rata Shares (as defined in
the Arranger Participation Agreement) of such proposed Borrowing.

                  SECTION 2.03. Request for Borrowing.

                  (a) The making of a borrowing may be requested by the Borrower
by means of delivery to the Administrative Agent of a Borrowing Request by
telephone not later than 11:00 a.m., New York time, in the case of a Eurodollar
Borrowing three Business Days before the date of the Eurodollar Borrowing
proposed therein or in the case of an ABR Borrowing one Business Day before the
date of the ABR Borrowing proposed therein. Promptly following receipt of a
Borrowing Request in accordance with this Section, the Administrative Agent
shall advise each Lender of the details thereof and of the amount of such
Lender's Loan to be made as part of the requested Borrowing.

                  (b) The telephonic Borrowing Request delivered pursuant to
this Section 2.03(a) shall be irrevocable and shall be confirmed promptly, and
in no event later than 3:00 p.m., New York time the day of delivery of the
telephonic Borrowing Request, by hand delivery or fax to the Administrative
Agent of a written Borrowing Request, in substantially the form of Exhibit D
hereto, signed by the President or a Financial Officer of the Borrower and to
the extent the proceeds of the Loans to be made as part of the requested
Borrowing will be used to finance purchases from the Supplier permitted under
Section 5.08, attaching invoices from the Supplier for payments due, which are
required to be in compliance with Section 5.08. Such telephonic and written
Borrowing Request shall specify, in compliance with Section 2.02, (i) the
aggregate amount of the proposed Borrowing, (ii) the date of such Borrowing,
which shall be a Business Day during the Additional Commitment Period, and (iii)
subject to Section 2.10, whether such Borrowing is to be an ABR Borrowing or a
Eurodollar Borrowing; and shall confirm compliance with the conditions set forth
in clauses (a) and (b) of the first sentence of Section 4.03.

                  SECTION 2.04. Funding of Borrowings.

                  (a) Funding by Lenders. Each Lender shall make the Loan to be
made by it hereunder on the date specified in the Borrowing Request thereof by
wire transfer of immediately available funds by 10:00 a.m. New York time, to the
account of the Administrative Agent most recently designated by it for such
purpose by notice to the Lenders. The Administrative Agent will promptly credit
the amounts so received, in like funds, to such account designated by the
Borrower to the Administrative Agent for the purpose of receiving such funds but
in any event no later than 11:00 a.m. New York time.

                  (b) Presumption by the Administrative Agent. Unless the
Administrative Agent shall have received notice from a Lender prior to the
proposed date of the Borrowing that such Lender will not make available to the
Administrative Agent such Lender's share of such Borrowing, the Administrative
Agent may assume that such Lender has made such share available on such date in
accordance with paragraph (a) of this Section and may, in reliance upon such
assumption, make available to the Borrower a corresponding amount. In such
event, if a Lender has not in fact made its share of the applicable Borrowing
available to the Administrative Agent, then the applicable Lender and the
Borrower severally agree to pay to the Administrative Agent forthwith on demand
such corresponding amount with interest thereon, for each day from and including
the date such amount is made available to the Borrower to but excluding the date
of payment to the Administrative Agent, at (i) the interest rate representing
the Administrative Agent's cost to make such amount available to the Borrower,
as certified by the Administrative Agent (with respect to such applicable
Lender) or (ii) the interest rate then applicable pursuant to Section 2.09(a)
(with respect to the Borrower). If such Lender pays such amount to the
Administrative Agent, then such amount shall constitute such Lender's Loan
included in such Borrowing.

                  SECTION 2.05. Termination and Reduction of the Commitments.

                  (a) Scheduled Termination. Unless previously terminated, the
Additional Commitments shall terminate at 12:00 p.m., New York time, on the last
day of the Additional Commitment Period.

                                      E-59
<PAGE>   19
                  (b) Voluntary Termination or Reduction. The Borrower may at
any time terminate, or from time to time reduce, the unused Commitments;
provided that each such reduction of the Commitments pursuant to this Section
shall be in an amount that is $1,000,000 or a larger multiple of $500,000.

                  (c) Notice of Voluntary Termination or Reduction. The Borrower
shall notify the Administrative Agent of any election to terminate or reduce the
unused Commitments under paragraph (b) of this Section at least three Business
Days prior to the effective date of such termination or reduction, specifying
such election and the effective date thereof. Promptly following receipt of any
notice, the Administrative Agent shall advise the Lenders of the contents
thereof. Each notice delivered by the Borrower pursuant to this Section shall be
irrevocable.

                  (d) Effect of Termination or Reduction. Any termination or
reduction of the Commitments shall be permanent. Each reduction of the
Commitments shall be made ratably among the Lenders in accordance with their
respective Commitments.

                  SECTION 2.06. Repayment of Loans; Evidence of Debt.

                  (a) Repayment. The Borrower hereby unconditionally promises to
pay to the Administrative Agent on behalf and for the account of the Lenders the
outstanding principal amount of the Loans in seven semi-annual installments
payable on the second anniversary of the Disbursement Date and on each six-month
anniversary thereof in an amount equal to the product obtained by multiplying
(i) the unpaid principal amount of such Loans outstanding on the second
anniversary of the Disbursement Date by (ii) 14.29%; provided that the last such
installment shall be in an amount necessary to repay in full the unpaid
principal amount of the Loans.

                  (b) Manner of Payment. Prior to any repayment or prepayment of
any Borrowings hereunder, the Borrower shall select the Borrowing or Borrowings
to be paid and shall notify the Administrative Agent by telephone (confirmed by
fax) of such selection not later than 12:00 p.m., New York time, three Business
Days before the scheduled date of such repayment. If the Borrower fails to make
a timely selection of the Borrowing or Borrowings to be repaid or prepaid, such
payment shall be applied to Borrowings in the order of the remaining duration of
their respective Interest Periods (the Borrowing with the shortest remaining
Interest Period to be repaid first). Each payment of a Borrowing shall be
applied ratably to the Loans included in such Borrowing.

                  (c) Maintenance of Loan Accounts by Lenders. Each Lender shall
maintain in accordance with its usual practice an account or accounts evidencing
the indebtedness of the Borrower to such Lender resulting from each Loan made by
such Lender, including the amounts of principal and interest payable and paid to
such Lender from time to time hereunder.

                  (d) Maintenance of Loan Accounts by the Administrative Agent.
The Administrative Agent shall maintain accounts in which it shall record (i)
the amount of each Loan made hereunder and the Interest Period applicable
thereto, (ii) the amount of any principal or interest due and payable or to
become due and payable from the Borrower to each Lender hereunder and (iii) the
amount of any sum received by the Administrative Agent hereunder for the account
of the Lenders and each Lender's share thereof.

                  (e) Effect of Entries. The entries made in the accounts
maintained pursuant to paragraph (c) or (d) of this Section shall be, absent
manifest error, prima facie evidence of the existence and amounts of the
obligations recorded therein; provided that the failure of any Lender or the
Administrative Agent to maintain such accounts or any error therein shall not in
any manner affect the obligation of the Borrower to repay the Loans in
accordance with the terms of this Agreement.

                  (f) Promissory Notes. Each Loan shall be evidenced by a
promissory note. The Borrower shall prepare, execute and deliver to each Lender
a promissory note (substantially in the form of Exhibit D) payable to the order
of such Lender (or, if requested by such Lender, to such Lender and its
registered permitted assigns). The Loans and interest thereon shall at all times
(including after assignment pursuant to Section 9.04) be represented by one or
more promissory notes in such form payable to the order of the payee named
therein (or, if such promissory note is a registered note, to such payee and its
registered assigns).

                                      E-60
<PAGE>   20
                  SECTION 2.07. Prepayment of Loans.

                  (a) Optional Prepayments. Subject to approval by the Central
Bank, if applicable, the Borrower shall have the right at any time and from time
to time to prepay any Borrowing in whole or in part, subject to the requirements
of this Section. If any such prepayment shall occur prior to the second
anniversary of the Disbursement Date, then the Borrower shall, concurrently with
such prepayment, pay Insurance Breakage, in addition to any costs otherwise
payable pursuant to Section 2.12.

                  (b) Notices, Etc. The Borrower shall notify the Administrative
Agent by telephone (confirmed by fax) of any proposed prepayment hereunder, not
later than 12:00 p.m., New York time, three Business Days before the date of
prepayment. Each such notice shall be irrevocable and shall specify the
prepayment date, the principal amount of each Borrowing or portion thereof to be
prepaid and, in the case of a mandatory prepayment, a reasonably detailed
calculation of the amount of such prepayment. Promptly following receipt of any
such notice relating to a Borrowing, the Administrative Agent shall advise the
relevant Lenders of the contents thereof. Each partial prepayment of any Loan
shall be in an amount no less than $1,000,000, or any lesser amount as necessary
to prepay in full the remaining outstanding principal amount of such Loan. Each
prepayment of a Borrowing shall be applied ratably to the Loans included in the
prepaid Borrowing. Prepayments shall be accompanied by accrued interest to the
extent required by Section 2.09 and shall be made in the manner specified in
Section 2.06(b). Amounts prepaid may not be re-borrowed.

                  SECTION 2.08. Fees.

                  (a) Fee Letter. All fees payable under the letter agreement
dated as of the date hereof among the Borrower, the Lenders and the
Administrative Agent shall be paid on the due dates set forth therein in
immediately available funds to the Administrative Agent for distribution to the
Person entitled thereto.

                  (b) Payment of Fees. All fees payable hereunder shall be paid
on the dates due, in immediately available funds, to the Administrative Agent
for distribution to the Person entitled thereto. Fees paid under the Loan
Documents shall not be refundable under any circumstances.

                  SECTION 2.09. Interest.

                  (a) Loans. Each Eurodollar Loan shall bear interest at a rate
per annum equal to the Adjusted LIBO Rate for the Interest Period in effect for
the Borrowing of which such Loan is a part plus the Applicable Margin. Each ABR
Loan shall bear interest at a rate per annum equal to the Alternate Base Rate
plus the Applicable Margin.

                  (b) Default Interest. Notwithstanding the foregoing, if any
Default set forth in clause (a) of Article VII shall have occurred and be
continuing, (i) if such overdue amount is principal of or interest on any
Eurodollar Loan or any overdue amount hereunder other than principal of or
interest on any Loan, such overdue amount shall bear interest, after as well as
before judgment, for any Default Interest Period, at a rate per annum equal to
the Adjusted LIBO Rate for such Default Interest Period plus the Applicable
Margin plus 1% and (ii) if such overdue amount is principal of or interest on
any ABR Loan, such overdue amount shall bear interest, after as well as before
judgment, at a rate per annum equal to the Alternate Base Rate plus the
Applicable Margin plus 1%, in each case, from the applicable date of such
Default until such overdue amount is paid in full.

                  (c) Payment of Interest. Accrued interest on each Loan shall
be payable in arrears on each Interest Payment Date for such Loan; provided that
(i) interest accrued pursuant to paragraph (b) of this Section shall be payable
on demand and (ii) in the event of any repayment or prepayment of any Loan,
accrued interest on the principal amount repaid or prepaid shall be payable on
the date of such repayment or prepayment.

                  (d) Computation. All interest hereunder shall be computed on
the basis of a year of 360 days, except that interest computed by reference to
the Alternate Base Rate at times when the Alternate Base Rate is based on the
Prime Rate shall be computed on the basis of a year of 365 days (or 366 days in
a leap year), and shall be payable for the actual number of days elapsed
(including the first day but excluding the last day). The applicable

                                      E-61
<PAGE>   21
Alternate Base Rate or Adjusted LIBO Rate shall be determined by the
Administrative Agent, and such determination shall be conclusive absent manifest
error.

                  SECTION 2.10. Alternate Rate of Interest.

                  (a) If prior to the commencement of any Interest Period:

                        (i) the Administrative Agent determines (which
                  determination shall be conclusive absent manifest error) that
                  adequate and reasonable means do not exist for ascertaining
                  the Adjusted LIBO Rate for such Interest Period;

                        (ii) the Administrative Agent is advised by the Required
                  Lenders that the Adjusted LIBO Rate for such Interest Period
                  will not adequately and fairly reflect the cost to such
                  Lenders of making or maintaining their Loans included in such
                  Borrowing for such Interest Period; or

                        (iii) it shall be illegal for the Lenders to make any
                  Loan that bears interest based upon the Adjusted LIBO Rate;

then the Administrative Agent shall give notice thereof to the Borrower and the
Lenders by telephone or fax as promptly as practicable thereafter and, until the
Administrative Agent notifies the Borrower and the Lenders that the
circumstances giving rise to such notice no longer exist, Loans made pursuant to
any Borrowing Request delivered to the Administrative Agent during such period
shall be made as an ABR Borrowing.

                  (b) Illegality. Notwithstanding any other provision of this
Agreement, in the event that it becomes unlawful as a result of a Change in Law
for any Lender to honor its obligation to maintain Eurodollar Loans hereunder,
then such Lender shall promptly notify the Administrative Agent thereof, and the
Administrative Agent shall give prompt notice thereof to the Borrower. At such
time that such Lender notifies the Administrative Agent, such Lender's
obligation to make Eurodollar Loans shall be suspended until such time as the
Lender may again make and maintain Eurodollar Loans and, at the Borrower's
option, either (i) the Borrower shall prepay all such Eurodollar Loans made by
such Lender then outstanding hereunder together with accrued interest thereon or
(ii) as of the date of such suspension, such Loans shall bear interest at the
Adjusted Base Rate until such time as such Lender may again make and maintain
Eurodollar Loans.

                  SECTION 2.11. Increased Costs.

                  (a) Increased Costs Generally. If any Change in Law shall:

                        (i) impose, modify or deem applicable any reserve,
                  special deposit or similar requirement against assets of,
                  deposits with or for the account of, or credit extended by,
                  any Lender (except any such reserve requirement reflected in
                  the Adjusted LIBO Rate); or

                        (ii) impose on any Lender or the London interbank market
                  any other condition affecting this Agreement or Loans made by
                  such Lender;

and the result of any of the foregoing shall be to increase the cost to such
Lender of making or maintaining any Loan (or of maintaining its obligation to
make any such Loan) or to reduce the amount of any sum received or receivable by
such Lender hereunder (whether of principal, interest or otherwise) excluding
for purposes of this Section 2.11(a) any such increase or reduction resulting
from Indemnified Taxes or Other Taxes (as to which Section 2.13 shall govern),
then the Borrower will pay such additional amount or amounts as will compensate
such Lender for such additional costs incurred or reduction suffered in
accordance with Section 2.14(a).

                  (b) Capital Requirements. If any Lender determines that any
Change in Law regarding capital requirements has the effect of reducing the rate
of return on such Lender's capital or on the capital of such Lender's holding
company, if any, as a consequence of this Agreement or the Loans made by such
Lender to a level below that which such Lender or such Lender's holding company
could have achieved but for such Change in Law

                                      E-62
<PAGE>   22
(taking into consideration such Lender's policies and the policies of such
Lender's holding company with respect to capital adequacy), then from time to
time the Borrower will pay such additional amount or amounts as will compensate
such Lender or such Lender's holding company for any such reduction suffered in
accordance with Section 2.14(a).

                  (c) Certificates from Lenders. If any Lender becomes entitled
to claim any additional amounts pursuant to this Section, it shall promptly, but
in any event within 45 days after such Lender obtains actual knowledge thereof,
notify the Borrower (with a copy to the Administrative Agent) in reasonable
detail of the reason why it has become so entitled. A certificate of a Lender
setting forth in reasonable detail the calculation and the amount or amounts
necessary to compensate such Lender or its holding company, as the case may be,
as specified in paragraph (a) or (b) of this Section and the basis thereof shall
be delivered to the Borrower and shall be conclusive absent manifest error,
provided that such determination and calculation of such Lender are made on a
reasonable basis. The Borrower shall pay the amount shown as due on any such
certificate in accordance with Section 2.14(a) within 10 days after receipt
thereof. Notwithstanding anything to the contrary herein, if any Lender fails to
give notice in accordance with this paragraph (c) within 45 days after it
obtains actual knowledge of such an event, such Lender shall, with respect to
compensation payable pursuant to this Section in respect of any costs resulting
from such event, only be entitled to payment under this Section for costs
incurred from and after the date 90 days prior to the date that such Lender does
give such notice.

                  SECTION 2.12. Break Funding Payments. In the event of (i) the
payment of any principal of any Eurodollar Loan other than on an Interest
Payment Date applicable thereto (including as a result of an Event of Default),
(ii) the failure to borrow, continue or prepay any Eurodollar Loan on the date
specified in any notice delivered pursuant hereto, or (iii) the assignment or
participation of any Eurodollar Loan other than on the last day of the Interest
Period applicable thereto as a result of a request by the Borrower pursuant to
Section 2.15 or Section 9.04(g), then, in any such event, the Borrower shall
compensate each Lender for the loss, cost and expense attributable to such event
(but, in any event, excluding any loss of profits and the Applicable Margin
applicable to such Eurodollar Loan). The loss to any Lender attributable to any
such event shall be deemed to be an amount determined by such Lender to be equal
to the excess, if any, of (A) the amount of interest that such Lender would pay
for a deposit equal to the principal amount of the applicable Eurodollar Loan so
prepaid, not borrowed continued or prepaid or assigned, as applicable, for the
period from the date of such payment, failure or assignment to the last day of
the then current Interest Period for such Eurodollar Loan (or, in the case of a
failure to borrow or continue, the duration of the Interest Period that would
have resulted from such borrowing or continuation) if the interest rate payable
on such deposit were equal to the Adjusted LIBO Rate for such Interest Period,
over (B) the amount of interest that such Lender would earn on such principal
amount for such period if such Lender were to invest such principal amount for
such period at the interest rate that would be bid by such Lender (or an
Affiliate of such Lender) for dollar deposits from other banks in the eurodollar
market at the commencement of such period. A certificate of any Lender setting
forth in reasonable detail the calculation and any amount or amounts that such
Lender is entitled to receive pursuant to this Section shall be delivered to the
Borrower and shall be conclusive absent manifest error. The Borrower shall pay
the amount shown as due on any such certificate in accordance with Section
2.14(a) within 10 days after receipt thereof. 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 2.09(b)
shall not impose any liability on the Borrower pursuant to this paragraph.

                  SECTION 2.13. Taxes.

                  (a) Payments Free of Taxes. Any and all payments by or on
account of any obligation of the Borrower hereunder or under any other Loan
Document shall be made free and clear of and without deduction for any
Indemnified Taxes or Other Taxes; provided that if the Borrower shall be
required to deduct any Indemnified Taxes or Other Taxes from such payments, then
(i) the sum payable shall be increased as necessary so that after making all
required deductions (including deductions applicable to additional sums payable
under this Section 2.13(a)) the Administrative Agent or Lender (as the case may
be) receives an amount equal to the sum it would have received had no such
deductions been made, (ii) the Borrower shall make such deductions and (iii) the
Borrower shall pay the full amount deducted to the relevant Governmental
Authority in accordance with applicable law.

                  (b) Payment of Other Taxes by the Borrower. In addition, the
Borrower shall pay any Other Taxes to the relevant Governmental Authority in
accordance with applicable law.

                                      E-63
<PAGE>   23
                  (c) Indemnification by the Borrower. The Borrower shall
indemnify the Administrative Agent and each Lender, within 10 days after written
demand therefor, for the full amount of any Indemnified Taxes or Other Taxes
(including Indemnified Taxes or Other Taxes imposed or asserted on or
attributable to amounts payable under this Section 2.13(c)) paid with respect to
any and all payments by or on account of any obligation of the Borrower
hereunder or under any other Loan Document by the Administrative Agent or such
Lender, as the case may be, and any penalties, interest and reasonable expenses
paid by the Administrative Agent or such Lender, as the case may be, arising
therefrom or with respect thereto (other than penalties, interest and expenses
that arise solely as a result of the gross negligence or willful misconduct of
the Administrative Agent or such Lender), whether or not such Indemnified Taxes
or Other Taxes were correctly or legally imposed or asserted by the relevant
Governmental Authority. To the extent practicable, each of the Administrative
Agent and each Lender agrees to use reasonable efforts to provide the Borrower
with notice of the imposition of any Indemnified Taxes or Other Taxes upon such
Person prior to the payment of such Indemnified Taxes or Other Taxes, provided
that the delivery of such notice will not subject such Person to any
unreimbursed cost or expense or other disadvantage. A certificate specifying the
amount of such payment and a reasonable explanation of the calculation thereof
delivered pursuant to this Section 2.13(c) to the Borrower by a Lender, or by
the Administrative Agent on its own behalf or on behalf of a Lender, shall be
conclusive absent manifest error.

                  (d) Evidence of Payments. As soon as practicable after any
payment of Indemnified Taxes or Other Taxes by the Borrower to a Governmental
Authority, the Borrower shall deliver to the Administrative Agent the original
or a certified copy of a receipt issued by such Governmental Authority
evidencing such payment, if available, and a copy of the return reporting such
payment or other evidence of such payment reasonably satisfactory to the
Administrative Agent.

                  (e) Forms. If the Administrative Agent or any Lender or
Arranger is entitled to an exemption from or reduction of any Indemnified Taxes
or Other Taxes under applicable law with respect to payments under this
Agreement or any other Loan Document, such Person shall deliver to the Borrower
(with a copy to the Administrative Agent), at the time or times prescribed by
applicable law or reasonably requested by the Borrower, 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, provided that the
delivery, completion or execution of such documentation will not subject such
Lender to any unreimbursed cost or expense and would not otherwise be unduly
disadvantageous to such Lender, provided further that such Lender's failure to
fulfill its obligations pursuant to this Section 2.13(e) shall not relieve the
Borrower of any of its obligations under this Agreement.

                  (f) Tax Benefits. If the Administrative Agent or any Lender or
Arranger shall determine, in its sole reasonable discretion, that it has
received a refund of any Indemnified Taxes or Other Taxes paid or indemnified by
the Borrower pursuant to Section 2.13(a), Section 2.13(b), or Section 2.13(c),
the Administrative Agent or such Lender or Arranger, as the case may be, shall
to the extent that it determines that such refund is attributable to Indemnified
Taxes or Other Taxes paid or indemnified by the Borrower, so advise the Borrower
and pay to the Borrower an amount that the Administrative Agent or such Lender
or Arranger, as the case may be, shall determine is equal to the lesser of such
refund and the amount of Indemnified Taxes or Other Taxes actually paid or
indemnified by the Borrower in respect of which such refund was made, provided
that such Person determines that any such payment to the Borrower shall not
prejudice the retention of such refund by such Person.

                  (g) Limitations. Notwithstanding anything to the contrary
contained hereunder or under any other Loan Document, the Borrower shall only be
required to make payments pursuant to Section 2.13(a)(i) or Section 2.13(c) to
the extent the rate of Indemnified Taxes does not exceed the rate of withholding
tax on interest to Persons who are not located in Tax Haven Jurisdictions.

                  SECTION 2.14. Payments Generally; Pro Rata Treatment; Sharing
of Set-offs.

                  (a) Payments by the Borrower. The Borrower shall make each
payment required to be made by it hereunder (whether of principal, interest or
fees, or under Section 2.11, 2.12 or 2.13, or otherwise) or under any other Loan
Document (except to the extent otherwise provided therein) prior to 10:00 a.m.,
New York time, on the date when due, in immediately available funds, without
set-off or counterclaim. Any amounts received after such time on any date may,
in the discretion of the Administrative Agent, be deemed to have been received
on the next succeeding Business Day for purposes of calculating interest
thereon. All such payments, except as otherwise

                                      E-64
<PAGE>   24
expressly provided in the relevant Loan Document, shall be made to the
Administrative Agent at its offices in New York, N.Y. (i) so long as EDC shall
be the sole Lender hereunder, to an account in the name of EDC at ABN AMRO Bank,
N.V., as notified by the Administrative Agent to the Borrower or (ii) otherwise,
pursuant to notice from the Administrative Agent of an assignment by EDC
pursuant to Section 9.04(b) of any Loan or Commitment, (A) with respect to
amounts owing to EDC subsequent to such assignment, to the account referred to
in clause (i) of this sentence and (B) with respect to all other amounts, to an
account as notified by the Administrative Agent to the Borrower. To the extent
the Borrower has not received notice from the Administrative Agent with respect
to the division of payments due hereunder between the accounts listed in clause
(ii) in the immediately preceding sentence, the Borrower shall use its
reasonable efforts to divide any such payments between such accounts in
accordance with the amounts actually owed to EDC and the other Lenders,
respectively. To the extent the Administrative Agent shall receive any such
payments for the account of any other Person, it shall distribute such payments
to the appropriate recipient promptly following receipt thereof. If any payment
hereunder shall be due on a day that is not a Business Day, the date for payment
shall be extended to the next succeeding Business Day and, in the case of any
payment accruing interest, interest thereon shall be payable for the period of
such extension. All payments hereunder or under any other Loan Document shall be
made in dollars.

                  (b) Application of Insufficient Payments. If at any time
insufficient funds are received by and available to the Administrative Agent to
pay fully all amounts of principal, interest and fees then due hereunder, such
funds shall be applied (i) first, to pay interest and fees then due hereunder,
ratably among the parties entitled thereto in accordance with the amounts of
interest and fees then due to such parties, and (ii) second, to pay principal
then due hereunder, ratably among the parties entitled thereto in accordance
with the amounts of principal then due to such parties.

                  (c) Pro Rata Treatment. Except to the extent otherwise
provided herein: (i) each Borrowing shall be made from the relevant Lenders, and
each termination or reduction of the amount of the Commitments under Section
2.05 shall be applied to the respective Commitments of the relevant Lenders, pro
rata according to the amounts of their respective Commitments; (ii) each payment
or prepayment of principal of the Loans by the Borrower shall be made for
account of the relevant Lenders pro rata in accordance with the respective
unpaid principal amounts of the Loans held by them; and (iii) each payment of
interest on Loans by the Borrower shall be made for account of the relevant
Lenders pro rata in accordance with the respective amounts of interest on such
Loans then due and payable to them.

                  (d) Sharing of Payments by Lenders. If any Lender shall, by
exercising any right of set-off or counterclaim or otherwise, obtain payment in
respect of any principal of or interest on any of its Loans resulting in such
Lender receiving payment of a greater proportion of the aggregate amount of its
Loans and accrued interest thereon then due than the proportion received by any
other Lender, then the Lender receiving such greater proportion shall purchase
(for cash at face value) participations in the Loans of other Lenders to the
extent necessary so that the benefit of all such payments shall be shared by the
Lenders ratably in accordance with the aggregate amount of principal of and
accrued interest on their respective Loans; provided that (i) if any such
participations are purchased and all or any portion of the payment giving rise
thereto is recovered, such participations shall be rescinded and the purchase
price restored to the extent of such recovery, without interest, and (ii) the
provisions of this paragraph shall not be construed to apply to any payment made
by the Borrower pursuant to and in accordance with the express terms of this
Agreement or any payment obtained by a Lender as consideration for the
assignment of or sale of a participation in any of its Loans to any assignee or
participant, other than to the Borrower or any Affiliate of the Borrower (as to
which the provisions of this paragraph shall apply). The Borrower consents to
the foregoing and agrees, to the extent it may effectively do so under
applicable law, that any Lender acquiring a participation pursuant to the
foregoing arrangements may exercise against the Borrower rights of set-off and
counterclaim with respect to such participation as fully as if such Lender were
a direct creditor of the Borrower in the amount of such participation.

                  (e) Presumptions of Payment. Unless the Administrative Agent
shall have received notice from the Borrower prior to the date on which any
payment is due to the Administrative Agent for the account of the Lenders
hereunder that the Borrower will not make such payment, the Administrative Agent
may assume that the Borrower has made such payment on such date in accordance
herewith and may, in reliance upon such assumption, distribute to the Lenders
the amount due. In such event, if the Borrower has not in fact made such
payment, then each of the Lenders severally agrees to repay to the
Administrative Agent forthwith on demand the amount so

                                      E-65
<PAGE>   25
distributed to such Lender with interest thereon, for each day from and
including the date such amount is distributed to it to but excluding the date of
payment to the Administrative Agent, at the Federal Funds Effective Rate.

                  (f) Certain Deductions by the Administrative Agent. If any
Lender shall fail to make any payment required to be made by it pursuant to
Section 2.04(b) or 2.14(e), then the Administrative Agent may, in its discretion
(notwithstanding any contrary provision hereof), apply any amounts thereafter
received by the Administrative Agent for the account of such Lender to satisfy
such Lender's obligations under such Sections until all such unsatisfied
obligations are fully paid.

                  SECTION 2.15. Mitigation Obligations; Replacement of Lenders.

                  (a) Designation of a Different Lending Office. If any Lender
requests compensation under Section 2.11, or if the Borrower is required to pay
any additional amount to any Lender or any Governmental Authority for the
account of any Lender pursuant to Section 2.13, or if any Lender is unable to
make or maintain a Eurodollar Loan pursuant to a Change of Law described in
Section 2.10(b), upon the Borrower's request such Lender shall use reasonable
efforts to designate a different lending office for funding or booking its Loans
hereunder or to assign its rights and obligations hereunder to another of its
offices, branches or, with the consent of the Borrower, Affiliates, if, in the
judgment of such Lender, such designation or assignment (i) would eliminate or
reduce amounts payable pursuant to Section 2.11 or 2.13 or obviate the effect of
such Change in Law, as the case may be, in the future and (ii) would not subject
such Lender to any unreimbursed cost or expense and would not otherwise be
disadvantageous to such Lender. The Borrower hereby agrees to pay all reasonable
costs and expenses incurred by any Lender in connection with any such
designation or assignment.

                  (b) Replacement of Lenders. If any Lender requests
compensation under Section 2.11, or if the Borrower is required to pay any
additional amount to any Lender or any Governmental Authority for the account of
any Lender pursuant to Section 2.13, or if any Lender is unable to make or
maintain a Eurodollar Loan pursuant to a Change of Law described in Section
2.10(b), or if any Lender defaults in its obligation to fund Loans hereunder,
then the Borrower may, at its sole expense and effort, upon notice to such
Lender and the Administrative Agent, require such Lender to assign and delegate,
without recourse (in accordance with and subject to the restrictions contained
in Section 9.04), all its interests, rights and obligations under this Agreement
to an assignee that shall assume such obligations (which assignee may be another
Lender, if a Lender accepts such assignment); provided that (i) the Borrower
shall have received the prior consent of the Administrative Agent, which consent
shall not unreasonably be withheld, (ii) such Lender shall have received payment
of an amount equal to the outstanding principal of its Loans, accrued interest
thereon, accrued fees and all other amounts payable to it hereunder, from the
assignee (to the extent of such outstanding principal and accrued interest and
fees) or the Borrower (in the case of all other amounts) and (iii) in the case
of any such assignment resulting from a claim for compensation under Section
2.11 or payments required to be made pursuant to Section 2.13, such assignment
will result in a reduction in such compensation or payments. A Lender shall not
be required to make any such assignment and delegation if, prior thereto, as a
result of a waiver by such Lender or otherwise, the circumstances entitling the
Borrower to require such assignment and delegation cease to apply.

                                  ARTICLE III

                         REPRESENTATIONS AND WARRANTIES

                  The Borrower represented and warranted as of the Original
Effective Date and represents and warrants as of the Amendment Effective Date
and as of the date of each Borrowing to the Administrative Agent and the Lenders
that:

                  SECTION 3.01. Organization; Powers; Ownership of Share
Capital. The Borrower is corporation duly organized and validly existing under
the laws of Brazil. The Borrower 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. As of the Original Effective
Date, Telesystem International Wireless Inc. directly or indirectly owns
(beneficially and of record) at least 48% of the voting shares of Telpart
Participacoes S.A.; Telpart Participacoes S.A. 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 84% of the

                                      E-66
<PAGE>   26
voting shares of the Borrower and maintains actual Control of the Borrower. As
of the Amendment Effective Date, Telesystem International Wireless Inc. directly
or indirectly owns (beneficially and of record) at least 48% of the voting
shares of Telpart Participacoes S.A.; Telpart Participacoes S.A. 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 84% of the voting shares of the
Borrower and maintains actual Control of the Borrower.

                  SECTION 3.02. Authorization; Enforceability. The Transactions
are within the Borrower's corporate powers and have been duly authorized by all
necessary corporate and, if required, by all necessary shareholder action. This
Agreement has been duly executed and delivered by the Borrower and constitutes,
and each of the other Loan Documents to which it is a party when executed and
delivered will constitute, a legal, valid and binding obligation of the
Borrower, enforceable in accordance with its 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).

                  SECTION 3.03. Governmental Approvals; No Conflicts. The
Transactions and the exercise by the Administrative Agent of any of its rights
under the Loan Documents (i) do not require the Borrower to obtain or make any
consent or approval (including any exchange control approval) of, notice to,
registration or filing with, or any other action by, any Brazilian Governmental
Authority (including ANATEL, the Ministry of Communications and the Central
Bank), except (a) the prior registration of the financial terms and conditions
of the Loans, including the terms and conditions set forth in the Fee Letter,
with the Central Bank under the Module Registry of Financial Transaction (Modulo
Registro de Operacao Financeira, each such registration, a "ROF"), of which the
registration requested by the Borrower on March 28, 2001 is in full force and
effect on the Amendment Effective Date, (b) the registration of the relevant
schedules of payment (Esquemas de Pagamento) under the ROF relating to each Loan
after its disbursement which will authorize the Borrower to remit payments in
U.S. dollars abroad in respect of principal, interest and all other payments
payable with respect to a disbursement of Loans hereunder, (c) the further
authorization from the Central Bank for remittance abroad in dollars of any
payment (1) not referred to in the relevant ROF, (2) made earlier than the due
date provided in such ROF, or (3) made on a date that is more than 120 days
after the scheduled payment date provided in such ROF, and (d) such consents,
approvals, notices to, registrations or filings which have been obtained or
made, are in full force and effect and are not subject to any appeal; (ii) will
not violate any law or regulation (including regulations of the Central Bank),
applicable to the Borrower, or the charter, by-laws or other organizational
documents of the Borrower or any order of any Brazilian Governmental Authority
applicable to the Borrower; (iii) will not violate or result in a default under
any indenture, agreement or other instrument binding upon the Borrower or its
assets, or give rise to a right thereunder to require any payment to be made by
the Borrower; and (iv) will not result in the creation or imposition of any Lien
on any asset of the Borrower.

                  SECTION 3.04. All Approvals in Place. 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 the Borrower 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 the Borrower; except those
approvals, qualifications, authorizations, licenses and permits (a) the absence
of which are not reasonably likely to have a Material Adverse Effect or (b) 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 the Borrower knows of no reason the same will not
be obtained in due course).

                  SECTION 3.05. Financial Condition; No Material Adverse Change.

                  (a) Financial Condition. The Borrower has heretofore furnished
to the Lenders its balance sheet and statements of income, stockholders' equity
and cash flows as of and for the fiscal year ended December 31, 1999, reported
on by Ernst & Young, Brazil, independent public accountants. Such financial
statements present fairly, in all material respects, the financial position and
results of operations and cash flows of the Borrower as of such date and for
such period in accordance with GAAP.

                                      E-67
<PAGE>   27
                  (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 Borrower. Other than those set forth in the financial statements furnished
pursuant to Section 3.06(a) or most recently furnished pursuant to Section
5.01(a) or (b), as the case may be, or otherwise disclosed to the Administrative
Agent, the Borrower has no outstanding or contingent obligations, claims or
charges that are reasonably likely to have a Material Adverse Effect.

                  SECTION 3.06. Properties.

                  (a) Property Generally. The Borrower 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 6.02 and except for minor
defects in title that do not interfere with its ability to conduct its business
as currently conducted.

                  (b) Intellectual Property. The Borrower 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 the Borrower 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.

                  SECTION 3.07. Litigation and Environmental Matters.

                  (a) Actions, Suits and Proceedings. There are no actions,
suits or proceedings by or before any arbitrator or Brazilian Governmental
Authority now pending against or, to the knowledge of the Borrower, threatened
against or affecting the Borrower other than actions, suits or proceedings
relating solely to sales and service tax and labor-related claims, that, if
adversely determined, are not reasonably likely to have a Material Adverse
Effect. At all other times, except as otherwise disclosed to the Administrative
Agent, there are no actions, suits or proceedings by or before any arbitrator or
Brazilian Government Authority now pending against or, to the knowledge of the
Borrower, threatened against or affecting the Borrower other than actions, suits
or proceedings, that, if adversely determined, are not reasonably likely to have
a Material Adverse Effect.

                  (b) Environmental Matters. The Borrower (i) has not failed to
comply in any material respect with any Environmental Law applicable to it or 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, is reasonably
likely to have a Material Adverse Effect.

                  SECTION 3.08. Compliance with Laws and Agreements. The
Borrower is in compliance in all material respects with all laws, regulations
and orders 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.

                  SECTION 3.09. Taxes. The Borrower 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.

                  SECTION 3.10. Disclosure. The Borrower has disclosed to the
Lenders 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, is
reasonably likely to result in a Material Adverse Effect. None of the reports,
financial statements, certificates or other written information furnished by or
on behalf of the Borrower to the Lender in connection with the negotiation of
this Agreement and the other Loan Documents or delivered hereunder or thereunder
(as modified or supplemented by other written information so furnished) contains
any material misstatement of fact or omits to state any material fact necessary
to make the statements therein, in the light of the circumstances under which
they were made, not misleading; and no

                                      E-68
<PAGE>   28
event or circumstance has occurred since the time any such statement or
information was made or furnished that, if it had occurred prior to the time
that the relevant statement or information was made or furnished, would have
made such statement or information misleading in any material respect if not
disclosed; provided that, with respect to projected financial information, the
Borrower represents only that such information was prepared in good faith based
upon assumptions believed to be reasonable at the time.

                  SECTION 3.11. Use of Credit. The Borrower is not 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, and no part of the proceeds of any Loan hereunder will be
used to buy or carry any Margin Stock.

                  SECTION 3.12. Legal Form. Subject to the provision set forth
below, each of the Loan Documents is in proper legal form under the law of
Brazil for the enforcement thereof against the Borrower under such law and would
constitute legal, valid and binding obligations of the Borrower under such law,
enforceable in accordance with their respective 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 however that, in order to ensure the
admission of the Loan Documents before the public agencies and courts in Brazil
(a) the signatures of the parties thereto signing outside Brazil shall be
notarized by a notary public licensed as such under the laws of the place of
signing and the signature of such notary public should be authenticated by a
consular official of Brazil and the Loan Documents must be translated into the
Portuguese language by a sworn translator or, (b) absent such notarization and
consularization, the Loan Documents, together with their respective sworn
translations, shall be registered with the appropriate Registry of Titles and
Deeds in Brazil. No Indemnified Taxes or Other Taxes are required to be paid to
Brazil, or any political subdivision thereof or therein in each case for the
validity and enforceability thereof.

                  SECTION 3.13. Ranking. This Agreement and the other Loan
Documents and the obligations evidenced hereby and thereby are and will at all
times be direct and unconditional general obligations of the Borrower, 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 the Borrower, 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 or revenues of the Borrower, except as expressly permitted by Section
6.02.

                  SECTION 3.14. Commercial Activity; Absence of Immunity. The
Borrower is subject to civil and commercial law with respect to its obligations
under this Agreement and each of the other Loan Documents to which it is a
party. The execution, delivery and performance by the Borrower of this Agreement
and each of the other Loan Documents to which it is a party constitute private
and commercial acts rather than public or governmental acts. Neither the
Borrower, nor any of its properties or revenues, 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 the Borrower
under this Agreement or any of the other Loan Documents to which it is a party.

                  SECTION 3.15. Investment Company. The Borrower 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 3.16. Supply Contract. The Supply Contract has been
duly authorized, executed and delivered by the Borrower, is in full force and
effect and is binding upon and enforceable against the Borrower in accordance
with its terms, except to the extent that the failure to comply with the
foregoing is not reasonably likely to have a Material Adverse Effect.

                  SECTION 3.17. No Subsidiaries; No Partnership Obligations. The
Borrower has no Subsidiaries. The Borrower is not the general partner (or
otherwise liable for the obligations of) any partnership.

                                      E-69
<PAGE>   29
                  SECTION 3.18. Books and Records. The Borrower 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.

                  SECTION 3.19. Mortgage. Upon (i) the execution and delivery of
the Mortgage Deed by the Borrower and (ii) the completion of any filings and
recordings required to be filed or recorded pursuant to Section 5.17, the
security interest created for the benefit of the Collateral Agent will
constitute a valid and perfected security interests in the property that is
stated to be subject to the Mortgage Deed, subject to no other Liens whatsoever,
except for the Liens created thereby and Permitted Encumbrances.

                                   ARTICLE IV

                                   CONDITIONS

                  SECTION 4.01. Original Effective Date Certain conditions were
required to be fulfilled by the Borrower prior to the initial Borrowing under
the Original Credit Agreement. On or prior to August 5, 1999, the Administrative
Agent received certain documents and other evidence as to the satisfaction of
such conditions, satisfactory to the Administrative Agent (and, to the extent
required, to each Lender) in form and substance, or such conditions were waived
in accordance with the Original Credit Agreement, and as a result the Lender's
Original Commitment became effective on and as of August 5, 1999 (the "Original
Effective Date").

                  SECTION 4.02. Amendment Effective Date. The obligations of the
Lenders to make a Loan pursuant to such Lender's Additional Commitment shall not
become effective until the date (the "Amendment Effective Date"), which shall be
prior to April 30, 2001, on which the Administrative Agent shall have received
each of the following documents and evidence as to the satisfaction of each of
the following specified matters, each of which shall be reasonably satisfactory
to the Administrative Agent in form and substance (or such condition shall have
been waived in accordance with Section 9.02):

                  (a) Opinions of Counsel. (i) A favorable written opinion
(addressed to the Administrative Agent and the Lenders and dated the Amendment
Effective Date) of Alexandre D'Ambrosio, in-house counsel for the Borrower, in
form and substance satisfactory to the Administrative Agent; (ii) a favorable
written opinion (addressed to the Administrative Agent and the Lenders and dated
the Amendment Effective Date) of Pillsbury Winthrop LLP, special New York
counsel to the Borrower, in form and substance satisfactory to the
Administrative Agent; and (iii) a favorable written opinion (addressed to the
Administrative Agent and the Lenders and dated the Amendment Effective Date) of
Machado, Meyer, Sendacz e Opice Advogados, Brazilian counsel to the
Administrative Agent and the Lenders; each covering such other matters relating
to the Borrower, this Agreement or the Transactions as the Administrative Agent
shall reasonably request (and, in the case of items (i) and (ii) of this clause,
the Borrower hereby instructs its counsel to deliver such opinion to the Lenders
and the Administrative Agent).

                  (b) Organizational Documents. Such documents and certificates
as the Administrative Agent or its counsel may reasonably request relating to
the organization and existence of the Borrower, the authorization of the
Transactions, all in form and substance reasonably satisfactory to the
Administrative Agent and its counsel.

                  (c) Officer's Certificate. A certificate, dated the Amendment
Effective Date and signed by the President or a Financial Officer of the
Borrower, confirming compliance with the conditions set forth in clause (a) of
Section 4.03.

                  (d) Documents. Each of the following agreements, duly executed
and delivered by the parties thereto: this Agreement, the Mortgage Deed, the
Supply Contract and the Political Risk Insurance Agreement.

                  (e) Delivery of Note. A promissory note, substantially in the
form of Exhibit D, evidencing the Borrower's aggregate obligations hereunder.


                                      E-70
<PAGE>   30
                  (f) Process Agent Acceptance. A Process Agent Acceptance, duly
executed and delivered by the Process Agent, in substantially the form of
Exhibit B.

                  (g) Approvals and Consents. Certified copies of all material
approvals, qualifications, authorizations, licenses, consents and permits of any
Governmental Authority or any other third party that are necessary for the
conduct of the operations of the Borrower (to the extent such approvals,
qualifications, authorization, licenses and permits are required to be in place
prior to the Amendment Effective Date) 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 is reasonably likely to have a Material
Adverse Effect and are held in the name of the Borrower; except those approvals,
qualifications, authorizations, licenses and permits (a) the absence of which
are not reasonably likely to have a Material Adverse Effect or (b) that are not
capable of being obtained as of the Amendment Effective Date 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 as of the
Amendment Effective Date (but as to which, in any such case the Borrower knows
of no reason the same will not be obtained in due course).

                  (h) Material Adverse Effect; Force Majeure. Since December 31,
1999, there has been no material adverse change in the business, assets, results
of operation or financial condition of the Borrower and no Force Majeure as
defined in the Supply Contract that would give a party to the Supply Contract
the right to delay or excuse its performance of its obligations thereunder has
occurred and is continuing.

                  (i) Fees and Expenses; Accrued Interest. The Borrower shall
have made satisfactory arrangements for the payment on the Disbursement Date of
(i) all costs, fees (including documentation fees) and out-of-pocket expenses
(including, without limitation, reasonable legal fees and expenses) of the
Lender, Arrangers, and the Administrative Agent with respect to the negotiation
and drafting of the credit documentation and other compensation payable pursuant
to the terms hereof and (ii) all accrued interest owing under the Original
Credit Agreement, in each case, on or prior to the Amendment Effective Date to
the Lender, Arrangers, and Administrative Agent.

                  (j) Registrations. The Borrower shall have delivered to the
Administrative Agent evidence of the approval of the Central Bank of: (i) the
ROF requested by the Borrower on March 28, 2001 and (ii) the amendment of the
terms and conditions of the certificate of registration issued in connection
with respect to the disbursement of Loans under the Original Credit Agreement,
each in form and substance reasonably satisfactory to the Administrative Agent.

                  The Administrative Agent shall notify the Borrower and the
Lenders of the proposed Amendment Effective Date. Notwithstanding anything
herein to the contrary, the obligations of the Lenders to make Loans hereunder
shall not become effective unless each of the foregoing conditions is satisfied
(or waived pursuant to Section 9.02) in accordance herewith on or prior to 3:00
p.m., New York time, on April 30, 2001 (and, in the event such conditions are
not so satisfied or waived, the Commitments shall terminate at such time). If
the Lenders have not made a Loan to the Borrower in the amount of $50,000,000
during the Additional Commitment Period, then the Original Credit Agreement and
all related documents shall continue in full force and effect and this Agreement
shall have no effect.

                  SECTION 4.03. Each Credit Event.

                  (a) The obligation of each Lender to make a Loan on the
occasion of any Borrowing is subject to the satisfaction of all of the following
conditions:

                        (i) the representations and warranties of the Borrower
                  set forth in this Agreement and in the other Loan Documents
                  shall be true and correct in all material respects on and as
                  of the date of such Borrowing, except to the extent such
                  representations and warranties are stated to have been made
                  solely as of an earlier date, in which case such
                  representations and warranties were true and correct on and as
                  of such earlier date;

                                      E-71
<PAGE>   31
                        (ii) at the time of and immediately after giving effect
                  to such Borrowing, no Default shall have occurred and be
                  continuing; and

                        (iii) no Material Adverse Effect shall be in existence
                  on the date of such Borrowing and no facts or circumstances
                  shall have occurred and continue to be in existence on the
                  date of such Borrowing that give rise to a Material Adverse
                  Effect.

Each Borrowing shall be deemed to constitute a representation and warranty by
the Borrower on the date thereof as to the matters specified in the preceding
sentence.

                  (b) With respect to any Borrowing, (i) EDC shall have no
obligation to make a Loan in excess of its Pro Rata Share (as defined in the
Arranger Participation Agreement) of such Borrowing (in compliance with the
terms of Section 2.02(e)) unless EDC shall have received funds from any Arranger
in respect of such Arranger's Pro Rata Share (as defined in the Arranger
Participation Agreement) of such Borrowing in immediately available funds, and
in each such case EDC's obligation to make such Loan in excess of its Pro Rata
Share (as defined in the Arranger Participation Agreement) shall be limited to
the funds actually received from such Arranger, and (ii) EDC or any Arranger, as
the case may be, shall have no obligation to make funds available in dollars in
respect of its Pro Rata Share if making such funds available would result in an
event referred to in Section 2.10(b).

                                   ARTICLE V

                              AFFIRMATIVE COVENANTS

                  Until the Commitments have expired or been terminated and the
principal of and interest on each Loan and all fees payable hereunder shall have
been paid in full, the Borrower covenants and agrees with the Administrative
Agent and the Lenders that:

                  SECTION 5.01. Financial Statements and Other Information. The
Borrower will furnish to the Administrative Agent:

                  (a) Annual Statements. within 120 days after the end of each
fiscal year of the Borrower, (i) the audited balance sheet and related
statements of operations, stockholders' equity and cash flows of the Borrower
and its Subsidiaries, in each case on a Consolidated basis as of the end of and
for such year, setting forth in each case in comparative form the figures for
the previous fiscal year, all reported on by Ernst & Young, Brazil, or other
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 financial condition and
results of operations of the Borrower and its Subsidiaries on a Consolidated
basis in accordance with GAAP consistently applied, (ii) a certificate by a
Financial Officer of the Borrower setting forth, with respect to the last fiscal
quarter of such fiscal year, the calculation of the financial ratios set forth
in Section 5.13 with respect to such fiscal quarter and (iii) all financial
statements of any of its Operating Affiliates to the extent such financial
statements can be reasonably obtained by the Borrower;

                  (b) Quarterly Statements. within 45 days after the end of each
of the first three fiscal quarters of each fiscal year of the Borrower, (i) the
balance sheet and related statements of operations in each case of the Borrower
and its Subsidiaries on a Consolidated 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 corresponding period or periods of the previous
fiscal year, all certified by a Financial Officer of the Borrower as presenting
fairly in all material respects the financial condition and results of
operations of the Borrower and its Subsidiaries on a Consolidated basis in
accordance with GAAP consistently applied, subject to normal year-end audit
adjustments, (ii) a certificate by a Financial Officer of the Borrower setting
forth the calculation of the financial ratios set forth in Section 5.13 with
respect to such fiscal quarter and specifying subscriber information (including
the number of subscribers, churn rate and the number of pre-pay and post-pay
subscribers), (iii) all financial statements submitted by the Borrower to
CVM-Comissao de Valores Mobiliarios during such fiscal quarter and (iv) all
financial statements of any of its Operating Affiliates to the extent such
financial statements can be reasonably obtained by the Borrower;

                                      E-72
<PAGE>   32
                  (c) Officer's Certificates. concurrently with any delivery of
financial statements under clause (a) or (b) of this Section, a certificate of a
Financial Officer of the Borrower (i) 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 (ii) 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 3.06 and, if any
such change has occurred, specifying the effect of such change on the financial
statements accompanying such certificate;

                  (d) Auditors' Certificates. 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 whether they
obtained knowledge during the course of their examination of such financial
statements of any Default (which certificate may be limited to the extent
required by accounting rules or guidelines);

                  (e) Dollar Constraints. promptly after the Borrower shall have
obtained knowledge thereof, written notice of any Dollar Restriction (as defined
below) that shall have occurred and be continuing which will affect any payment
of principal or interest in respect of the Loan in dollars (an "Affected
Payment"). The term "Dollar Restriction" shall mean the occurrence of any of the
following:

                        (i) an action or series of actions by any Governmental
                  Authority of Brazil, including the Central Bank, that prevents
                  the Borrower from directly or indirectly (A) legally
                  converting local currency received by or held for the Lender's
                  account or of the Borrower into dollars in order to make the
                  Affected Payment under this Agreement, including the denial of
                  such conversion in an exchange rate category at least
                  favorable as the rate obtained through customary legal
                  channels for transactions of the type contemplated in this
                  Agreement; or (B) legally transferring outside of Brazil the
                  amount of dollars which constitutes the Affected Payment under
                  this Agreement; or

                        (ii) the failure by any Governmental Authority of Brazil
                  (or by entities authorized under the laws of Brazil to operate
                  in the foreign exchange markets) to effect the conversion
                  contemplated in clause 5.01(e)(i) above or to transfer such
                  funds on behalf of the Borrower; and

                  (f) Other Information. promptly following receipt by the
Borrower of any request therefor, such other information regarding the
operations, business affairs and financial condition of the Borrower or any of
its Subsidiaries, or compliance with the terms of this Agreement and the other
Loan Documents, as the Administrative Agent may reasonably request.

                  SECTION 5.02. Notices of Material Events. The Borrower will
furnish to the Administrative Agent prompt written notice of the following, upon
Borrower's 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 the Borrower or any Subsidiary that,
if adversely determined, is reasonably likely to result in a Material Adverse
Effect; (iii) the termination or material modification to the Supply Contract;
and (iv) 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 Borrower setting forth the details of the event or development requiring
such notice and any action taken or proposed to be taken with respect thereto.

                  SECTION 5.03. Existence; Conduct of Business. Except pursuant
to transactions permitted under Section 6.03(a) allowing for the termination of
the Borrower's legal existence, the Borrower will, and will cause each of its
Subsidiaries to, 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.

                  SECTION 5.04. Payment of Obligations. The Borrower will, and
will cause each of its Subsidiaries to, pay its obligations, including Tax
liabilities as they become due, that, if not paid, are reasonably likely to
result in a Material Adverse Effect before the same shall become delinquent or
in default, except where (i) the validity or amount thereof is being contested
in good faith by appropriate proceedings, (ii) the Borrower has

                                      E-73
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set aside on its books adequate reserves with respect thereto in accordance with
GAAP and (iii) the failure to make payment pending such contest could not
reasonably be expected to result in a Material Adverse Effect.

                  SECTION 5.05. Maintenance of Properties; Insurance. The
Borrower will, and will cause each of its Subsidiaries to, (i) keep and maintain
all property material to the conduct of its business in good working order and
condition, ordinary wear and tear excepted, and (ii) 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.

                  SECTION 5.06. Books and Records; Inspection Rights. The
Borrower will, and will cause each of its Subsidiaries to, 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. The Borrower will, and will cause each of its Subsidiaries to,
permit any representatives designated by the Administrative Agent or any Lender,
upon at least 5 Business Days prior notice, to visit and inspect its properties,
to examine and make extracts from its books and records, and, as to the
Administrative Agent only, 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 the cost and expenses of such
representatives shall be for the account of the Administrative Agent or such
Lender.

                  SECTION 5.07. Compliance with Laws. The Borrower will, and
will cause each of its Subsidiaries to, comply with all laws, rules, regulations
and orders of any Governmental Authority applicable to it or its property,
except where the failure to do so, individually or in the aggregate, is not
reasonably likely to result in a Material Adverse Effect.

                  SECTION 5.08. Use of Proceeds. The proceeds of the Loans will
be used solely (i) to finance payment obligations (A) due to the Supplier
pursuant to the Supply Contract, (B) with respect to the design, manufacture and
supply of the Equipment, (C) with respect to services pertaining to the
installation and testing of the Equipment, (D) with respect to training of the
personnel provided by the Borrower regarding the Equipment, and (E) with respect
to the call center; (ii) to pay fees due pursuant to Section 2.08 and other
transaction costs and expenses; and (iii) to repay Indebtedness indirectly owing
to the Supplier, provided the aggregate of all such payments pursuant to this
clause (iii) shall not exceed R$34,460,000. No part of the proceeds of any Loan
will be used to finance the purchase of equipment or services provided by a
competitor of the Supplier. In the event that invoices from the Supplier are
attached to the Borrowing Request pursuant to Section 2.03(a), the proceeds from
the Loans made pursuant to such Borrowing Request will be used solely to pay
such invoices to the extent set forth in the Borrowing Request, and the Borrower
will not be permitted to submit a subsequent Borrowing Request so long as any
amounts owed by the Borrower to the Supplier under invoices previously submitted
hereunder are past due.

                  SECTION 5.09. Taxes. The Borrower shall, and shall cause each
of its Subsidiaries to, 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.

                  SECTION 5.10. Governmental Approvals. The Borrower agrees that
it will, and will cause its Subsidiaries to, 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 the Borrower or
any of its Subsidiaries and (ii) promptly obtain from time to time, to the
extent such have not already been obtained, all such governmental licenses,
authorizations, consents, permits and approvals as may be required for the
Borrower or any of its Subsidiaries to comply with its obligations, and preserve
its rights under, each of the Loan Documents, except in each case those
governmental licenses, authorizations, consents, permits and approvals (a) the
absence of which are not reasonably likely to have a Material Adverse Effect or
(b) 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
Governmental Authority or third party of being obtained at the present time (but
as to which, in any such case the Borrower knows of no reason the same will not
be obtained in due course).

                                      E-74
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                  SECTION 5.11. Conduct of Business. The Borrower shall, and
shall cause each of its Subsidiaries to, at all times conduct its business in
accordance with prudent business and financial practices.

                  SECTION 5.12. Supply Contract; Organizational Documents.

                  The Borrower shall, and shall cause each of its Subsidiaries
to, (i) not amend, supplement, modify or waive any provision of its charter or
bylaws, the Concession, or the Supply Contract if such amendment, supplement,
modification or waiver is reasonably likely to have a Material Adverse Effect
provided that the Concession may, if required under applicable law, be converted
into, or replaced by, an autorizacao regulated by Chapter II of Law 9472/97 (the
General Telecommunications Law) granting the 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 (the "Authorization"); and (ii)
enforce against the relevant counterparty thereto each material covenant or
obligation under the Supply Contract in accordance with its terms, except to the
extent where failure to so enforce is not reasonably likely to have a Material
Adverse Effect.

                  SECTION 5.13. Financial Covenants.

                  (a) Total Leverage Ratio. The Borrower will not, at any date,
permit the aggregate outstanding amount of Net Indebtedness (after giving effect
to any Indebtedness incurred on such date and the application of proceeds
therefrom, but excluding Parent Indebtedness and Subordinated Indebtedness) to
exceed 250% of Annualized EBITDA as of the end of the most recently completed
fiscal quarter.

                  (b) Foreign Currency Leverage Ratio. The Borrower will not, at
any date, permit the aggregate outstanding amount of Net Indebtedness (after
giving effect to any Indebtedness incurred on such date and the application of
proceeds therefrom, but excluding Parent Indebtedness and 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 to exceed 200% of Annualized EBITDA as of the end of the most recently
completed fiscal quarter.

                  (c) EBITDA to Net Interest Expense. The Borrower will not
permit, as of the end of the most recently completed fiscal quarter, EBITDA for
the most recently completed four fiscal quarters to fall below 400% of Net
Interest Expense for the most recently completed four fiscal quarters.

                  (d) Debt to Net Worth Ratio. The Borrower will not, at any
date, permit the aggregate outstanding amount of Net Indebtedness to exceed 150%
of the sum of (i) Subordinated Indebtedness plus (ii) Net Worth, each as of such
date.

                  SECTION 5.14. Governmental Approvals. Within the time period
required under Brazilian law, the Borrower shall obtain the prior registration
of the financial terms and conditions of the Loans under the ROF and register
the schedules of payment (Esquemas de Pagamento) of each Loan after the
Disbursement Date with the Central Bank, and shall provide the Administrative
Agent with satisfactory evidence that such registrations have been obtained.

                  SECTION 5.15. Collateral Account. Upon the failure of the
Borrower to comply with the provisions of Section 5.13(c), the Borrower may
notify the Administrative Agent to establish a Collateral Account to hold
amounts intended to cure such failure pursuant to Article VII(d). All amounts
deposited by the Borrower in the Collateral Account pursuant to Article VII(d)
shall be invested by the Administrative Agent in Cash Equivalents as requested
by the Borrower and reasonably acceptable to the Administrative Agent. Following
the creation of a Collateral Account pursuant to this Section with respect to
any failure of the Borrower to comply with the provisions of Section 5.13(c), at
such time that the Borrower shall certify its then-current compliance with the
provisions of Section 5.13(c), the Administrative Agent shall promptly remit all
amounts on deposit in the Collateral Account (including the proceeds from any
investments in Cash Equivalents) to the Borrower.

                  SECTION 5.16. Further Assurances. The Borrower at its cost
shall take all actions necessary or reasonably requested by the Collateral Agent
to maintain the Mortgage Deed in full force and effect and enforceable

                                      E-75
<PAGE>   35
in accordance with its terms, including (i) making filings and recordations,
(ii) making payments of fees and other charges, (iii) issuing, and if necessary,
filing or recording supplemental documentation, including continuation
statements, (iv) discharging all claims or other Liens, other than Permitted
Encumbrances, adversely affecting the rights of the Collateral Agent in the
collateral subject to such Mortgage Deed, (v) publishing or otherwise delivering
notice to third parties and (vi) depositing title documents.

                  SECTION 5.17. Mortgage Deed. Within 20 days from the date
hereof, the Borrower shall (i) register the Mortgage Deed with the respective
competent real estate registry office and perform any other action required in
the judgment of the Collateral Agent in order to perfect the first priority
security interests created by the Mortgage Deed, (ii) provide notice to the
Collateral Agent satisfactory to it of such registration and (iii) pay all
recording and other fees, taxes and expenses related to such registrations.

                                   ARTICLE VI

                               NEGATIVE COVENANTS

                  Until the Commitments have expired or terminated and the
principal of and interest on each Loan and all fees payable hereunder have been
paid in full, the Borrower covenants and agrees with the Administrative Agent
and the Lenders that:

                  SECTION 6.01. Indebtedness. The Borrower will not, and will
not permit any Subsidiary to, create, incur, assume or permit to exist any
Indebtedness, except:

                        (i) Indebtedness created hereunder;

                        (ii) Indebtedness outstanding on the date hereof,
                  including Parent Indebtedness, and any refinancings or
                  refundings of such Indebtedness, provided that (x) 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) and (y) the
                  Borrower or any of its Subsidiaries may not refinance or
                  refund any Indebtedness owing to the Parent except refinancing
                  of Parent Subordinated Indebtedness to the extent such
                  refinancing Indebtedness qualifies as Parent Subordinated
                  Indebtedness;

                        (iii) other unsecured Indebtedness; provided that any
                  such Indebtedness owing to an Affiliate shall (A) have no fees
                  payable by the Borrower or any of its Subsidiaries to the
                  lender of such Indebtedness and (B) have economic terms no
                  more favorable to the lender of such Indebtedness than
                  arm's-length terms available to the Borrower or any of its
                  Subsidiaries, as the case may be, on the date of incurrence of
                  such Indebtedness for similar Indebtedness;

                        (iv) Indebtedness under any BNDES Financing;

                        (v) Capital Lease Obligations in an aggregate principal
                  amount outstanding not exceeding 2.0% of Total Assets at the
                  time of incurrence of any such Indebtedness;

                        (vi) Parent Subordinated Indebtedness;

                        (vii) Indebtedness secured by Liens permitted under
                  Section 6.02(iv) in an aggregate principal amount outstanding
                  not exceeding 2.0% of Total Assets at the time of incurrence
                  of any such Indebtedness;

                        (viii) Hedging Agreements permitted under Section
                  6.04(b);

                        (ix) Indebtedness secured by Liens permitted under
                  Section 6.02(v); and

                                      E-76
<PAGE>   36
                        (x) Indebtedness of the Borrower to any Subsidiary and
                  of any Subsidiary to the Borrower or any other Subsidiary;

provided that, immediately after giving effect to the incurrence of such
Indebtedness, the Borrower would be in compliance with Section 5.13 assuming,
for the purposes of calculating compliance with Sections 5.13, (a), (b), and
(c), that such Indebtedness is incurred as of the end of the most recently
completed calendar quarter.

                  SECTION 6.02. Liens. The Borrower will not, and will not
permit any of its Subsidiaries to, create, incur, assume or permit to exist any
Lien on any asset now owned or hereafter acquired by it or any of its
Subsidiaries, or assign or sell any income or revenues (including accounts
receivable) or rights in respect of any thereof, except:

                        (i) Permitted Encumbrances;

                        (ii) any Lien existing on any property or asset prior to
                  the acquisition thereof by the Borrower or any Subsidiary;
                  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 or assets of the Borrower or
                  any Subsidiary and (z) such Lien shall secure only those
                  obligations which it secures on the date of such acquisition;

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

                        (iv) purchase money Liens on equipment or real estate
                  acquired or held by the Borrower or any Subsidiary in the
                  ordinary course of business to secure the purchase price of
                  such equipment or real estate or to secure Indebtedness
                  permitted under Section 6.01(vii) 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 therefore subject to
                  the Lien being extended, renewed or replaced;

                        (v) Liens on any assets of the Borrower or any
                  Subsidiary having an aggregate fair market value not exceeding
                  R$30,000,000 (at the time of incurrence) to secure
                  Indebtedness permitted under Section 6.01(iv); provided,
                  however, that if Liens on any assets of the Borrower or any
                  Subsidiary having an aggregate fair market value in excess of
                  R$30,000,000 are granted as aforesaid, at the option of the
                  Administrative Agent, the Borrower shall have granted Liens,
                  satisfactory in form and substance to the Administrative Agent
                  in its sole discretion, extending to or covering assets of the
                  Borrower (which, if possible, are of a similar type as the
                  assets subject to the Liens granted in accordance with this
                  Section) the fair market value of which is at least equal to
                  (a) the fair market value of the assets subject to all Liens
                  granted in accordance with this clause (v), calculated in each
                  case at the time of the granting of such Liens, minus (b)
                  R$30,000,000;

                        (vi) Liens in connection with any conditional sale
                  agreement on any handset inventory and any handset accessories
                  of the Borrower or any Subsidiary, 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 in excess of 2.0% of Total Assets at the time
                  of any such purchase;

                                      E-77
<PAGE>   37
                        (vii) Liens in connection with Capital Lease Obligations
                  permitted under Section 6.01(v), provided that no such Liens
                  shall extend to or cover any assets other than the assets
                  subject to such Capital Lease Obligations; and

                        (viii) Liens created under the Loan Documents.

                  SECTION 6.03. Fundamental Changes.

                  (a) Mergers, Consolidations, Disposal of Assets, Etc. The
Borrower will not 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
the Concession or any frequency allocation under the Concession, or liquidate or
dissolve (each a "Merger"), except for (x) transactions permitted under Section
6.06(iv), and (y) Mergers with Approved Merger Candidates; provided that, in the
case of such a Merger with an Approved Merger Candidate, (i) the Approved Merger
Candidate shall not have merged with or acquired any other Person after the date
hereof; (ii) the Borrower is the surviving entity or the surviving entity
assumes (pursuant to an instrument reasonably satisfactory to the Administrative
Agent) all the obligations of the Borrower under this Agreement; (iii)
immediately after giving effect to such Merger, no Default will exist; (iv)
immediately after giving effect to such Merger, the Loans will rank at least
pari passu with all other senior unsecured Indebtedness of the surviving entity,
whether now existing or hereafter outstanding; (v) except with respect to a
Merger with the Parent, the Administrative 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 the 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. Notwithstanding anything to the contrary in this
Section 6.03(a), the Borrower will be permitted to Merge with any of its
Subsidiaries, provided that the Borrower is the surviving entity or the
surviving entity assumes (pursuant to an instrument reasonably satisfactory to
the Administrative Agent) all the obligations of the Borrower under this
Agreement.

                  (b) Lines of Business. The Borrower will not, and will not
permit its Subsidiaries to, engage in any business other than the provision of
telecommunications services expressly permitted pursuant to the Concession or
the Authorization, as the case may be, and any other activities that are
reasonably related to the provision of telecommunications services, including
internet services, not expressly prohibited pursuant to the Concession or the
Authorization, as the case may be.

                  (c) Subsidiaries. The Borrower will neither create nor permit
to exist any Subsidiaries, except that, for so long as the Concession or the
Authorization, as the case may be, is in full force and effect, the Borrower may
create and permit to exist any of the following Subsidiaries:

                        (i) any Operating Subsidiary;

                        (ii) any Wholly Owned Subsidiary, the sole purpose of
                  which is to enter into certain financing transactions,
                  provided that the Borrower shall (I) provide such information
                  in respect of any such transactions as the Administrative
                  Agent, on behalf of the Lenders, may reasonably request and
                  (II) obtain the prior written consent of the Required Lenders
                  prior to the creation of such Subsidiary (such consent not to
                  be unreasonably withheld or delayed); and

                        (iii) any Subsidiary resulting from a Merger under
                  clause (a) of Section 6.03.

                  SECTION 6.04. Investments, Etc.; Hedging Agreements.

                  (a) Investments, Etc. The Borrower will not, and will not
permit its Subsidiaries to, purchase, hold or acquire any capital stock,
evidences of indebtedness or other securities (including any option,

                                      E-78
<PAGE>   38
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 (x) investments made in
the ordinary course of business of the Borrower and its Subsidiaries, 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
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, and
(iv) investments in connection with Hedging Agreements permitted under Section
6.04(b) and (y) loans and advances to the Borrower or any of its Subsidiaries by
any other Subsidiary and investments by the Borrower or any Subsidiary in any
other Subsidiaries permitted under Section 6.03(c), and (z) investments by the
Borrower or any of its Subsidiaries in any Operating Affiliate provided that
such investment complies with the conditions set forth in the definition of
Operating Affiliate. Notwithstanding anything in the immediately preceding
sentence to the contrary, the Borrower will not make any loans or advances to,
or Guarantee any obligations of, any Affiliate.

                  (b) Hedging Agreements. The Borrower will not, and will not
permit its Subsidiaries to, enter into any Hedging Agreement, other than Hedging
Agreements entered into in the ordinary course of business to hedge or mitigate
risks to which the Borrower or its Subsidiaries are exposed in the conduct of
their business or the management of their liabilities.

                  SECTION 6.05. Restricted Payments. In any fiscal period, the
Borrower will not, and will not permit its Subsidiaries to, (i) declare or make,
or agree to pay or make, directly or indirectly, any Restricted Payment, other
than dividends declared and paid by Subsidiaries ratably with respect to their
capital stock and dividends declared and paid by the Borrower in an amount (or
the fair market value of which) not to exceed the lesser of (A) 100% of the net
income of the Borrower for such fiscal period and (B) the greater of (1) 35% of
the net income of the Borrower for such fiscal period and (2) the sum of the
amount of mandatory dividends required by Brazilian law or the Borrower's
by-laws to be paid to preferred shareholders of the Borrower and the amount of
any concomitant dividend payments made to holders of common shares (capital
social), which amount shall not exceed the lesser of (x) the product of the
number of common shares (capital social) outstanding and the per share dividend
amount payable to the preferred shareholders and (y) 9% of the value of the
common shares (capital social) then outstanding, or (ii) pay, or agree to pay,
directly or indirectly, to any Shareholder or Affiliate of the Borrower of any
thereof any management fees (including those pursuant to the Technical Service
Agreement) in an amount exceeding 2% of the revenues of the Borrower for such
fiscal period net of ICMS Tax, except that any Restricted Payments may be made
to the Borrower by any of its Wholly Owned Subsidiaries. In the event that the
amount of Restricted Payments paid or made during a fiscal period in accordance
with this Section are in an amount less than the amount permitted in the
immediately preceding sentence for such fiscal period, the excess of such
permitted amount over such amount of Restricted Payments so paid or made will be
added to the amount permitted in the immediately preceding sentence for the
subsequent fiscal period and such aggregate sum will be deemed to be the amount
permitted for such subsequent fiscal period. Except to the extent permitted
herein and except for employee bonus arrangements, the Borrower shall not, and
shall not permit any Subsidiary to, undertake or agree to any revenue or profit
sharing arrangements.

                  SECTION 6.06. Transactions with Affiliates. The Borrower will
not, and will not permit any of its Subsidiaries to, sell, lease or otherwise
transfer any property or assets to, or purchase, lease or otherwise acquire any
property or assets 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 the Borrower or any Subsidiary than could be obtained on
an arm's-length basis from unrelated third parties, (ii) transactions at prices
less favorable to the Borrower or any Subsidiary in which the aggregate excess
price benefit to the Affiliates does not exceed $500,000 in any fiscal year of
the Borrower, (iii) transactions set forth in the Technical Service Agreement,
(iv) the sale, lease or transfer of any of its property or assets to any of its
Operating Subsidiaries or its Operating Affiliates provided that such sale,
lease or transfer complies with the conditions set forth in the definition of
Operating Subsidiary and Operating Affiliate, respectively, and (v) transactions
expressly permitted herein.

                                      E-79
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                                  ARTICLE VII

                                EVENTS OF DEFAULT

                  If any of the following events ("Events of Default") shall
occur:

                  (a) the Borrower shall fail to pay or cause to be paid (i) any
principal when and as the same shall become due and payable under any Loan
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)
when and as the same shall become due and payable under the Loan Document and
such failure under the preceding clause (ii) continues for 3 Business Days after
the same shall have become due and payable;

                  (b) any representation or warranty made (or deemed made
pursuant to Section 4.03) by or on behalf of the Borrower in or in connection
with this Agreement or any other Loan Document or any amendment or modification
hereof or thereof, or in any written report, certificate, financial statement or
other document furnished pursuant to or in connection with this Agreement or any
other Loan Document or any amendment or modification hereof or thereof, shall
prove to have been incorrect in any material respect when made or deemed made;

                  (c) the Borrower shall fail to observe or perform any
covenant, condition or agreement contained in Section 5.02(i), (ii) or (iii),
Section 5.03 (as to corporate existence) or Section 5.08, or Article VI of this
Agreement;

                  (d) the Borrower shall fail to observe or perform any
covenant, condition or agreement contained in Section 5.13 and such failure
shall continue unremedied for a period of 105 or more days, provided that, with
respect to any covenant, condition or agreement contained in (i) Section
5.13(a), (b) or (d), if within 105 days after such failure the Borrower shall
have (A) prepaid Indebtedness; (B) received irrevocable capital contributions or
Subordinated Indebtedness or (C) caused an assignment or participation of
Assigned Affiliate Indebtedness, in each case in an amount such that the
covenant, condition or agreement contained in such Section would have been
fulfilled were such prepayment, contributions, Subordinated Indebtedness,
assignment or participation included in the calculation therefor (ceteris
paribus), and (ii) Section 5.13 (c), if within 105 days after such failure the
Borrower shall have made a deposit in the Collateral Account established in
connection with such failure of an amount, and at all times thereafter until
such time that the Borrower shall certify its then-current compliance with
Section 5.13(c) (notwithstanding the maintenance of any deposits in the
Collateral Account), shall maintain on deposit in such account an amount, such
that, the sum of (w) the amount on deposit in such Collateral Account (after
conversion into dollars by dividing such reais amount on deposit by the PTAX 800
Rate) and (x) EBITDA for the most recently completed four fiscal quarters equals
an amount no less than 400% of Net Interest Expense for the most recently
completed four fiscal quarters, then in each case the Borrower shall be deemed
to have remedied such failure.

                  (e) the Borrower 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 Loan Document and such
failure shall continue unremedied for a period of 60 or more days after the
Borrower has actual notice thereof;

                  (f) (i) the Borrower or any Subsidiary shall fail to make any
payment (whether of principal or interest and regardless of amount) in respect
of any Material Indebtedness of the Borrower or any Subsidiary; and (ii) the
Borrower shall fail to make (A) at any time that EDC shall be a Lender
hereunder, any payment (whether of principal or interest and regardless of
amount) in respect of Indebtedness owing to EDC under the credit agreement dated
as of September 9, 1997 between EDC and Telecomunicacoes de Minas Gerais S.A.,
as amended on August 7, 1998 pursuant to an agreement among EDC,
Telecomunicacoes de Minas Gerais S.A. and the Borrower whereby the Borrower
became the obligor with respect to such Indebtedness; or (B) at any time that
EDC shall be a Lender hereunder, any payment (whether of principal or interest
and regardless of amount) due by the Borrower in connection with loan number
880-BRA-7261 owing by Telesp Participacoes S.A. to EDC, provided that any grace
period applicable to such failure under such Material Indebtedness or such
Indebtedness shall have expired;

                                      E-80
<PAGE>   40
                  (g) any event or condition occurs that results in any Material
Indebtedness of the Borrower or any Subsidiary becoming due prior to its
scheduled maturity or that enables or permits (and any grace period applicable
to such event or condition under such Indebtedness shall have expired) the
holder or holders of any Material Indebtedness of the Borrower or any Subsidiary
or any trustee or agent on its or their behalf to cause any Material
Indebtedness of the Borrower or any Subsidiary to become due, or to require the
prepayment, repurchase, redemption or defeasance thereof, prior to its scheduled
maturity (other than by a regularly scheduled prepayment, repurchase or
redemption);

                  (h) 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 the Borrower or any
Subsidiary or their respective debts, or of a substantial part of their
respective 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 the Borrower or any Subsidiary or for a substantial part of their respective
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;

                  (i) the Borrower or any Subsidiary 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 (h) of this
Article, (iii) apply for or consent to the appointment of a receiver, trustee,
custodian, sequestrator, conservator or similar official for the Borrower or any
Subsidiary or for a substantial part of their respective 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;

                  (j) the Borrower or any Subsidiary shall become unable, admit
in writing its inability or fail generally to pay its debts as they become due;

                  (k) one or more judgments for the payment of money in an
aggregate amount in excess of $5,000,000 (other than judgments which are fully
bonded or insured to the reasonable satisfaction of the Administrative Agent)
shall be rendered against the Borrower or any Subsidiary and the same shall
remain undischarged for a period of 30 consecutive days during which execution
shall not be effectively stayed, or any action shall be legally taken by a
judgment creditor to attach or levy upon any assets of the Borrower or any
Subsidiary to enforce any such judgment;

                  (l) any license, consent, authorization, registration or
approval at any time necessary to enable the Borrower to comply with any of its
obligations under this Agreement or any other Loan Document shall be revoked,
withdrawn or withheld or shall be modified or amended in a manner that is
reasonably likely to have a Material Adverse Effect;

                  (m) any Governmental Authority shall take any action to
condemn, seize, nationalize, expropriate or appropriate the Borrower or any
substantial portion of the property of the Borrower (either with or without
payment of compensation) or shall take any similar action that is reasonably
likely to have a Material Adverse Effect; or the Borrower shall be prevented
from exercising normal control over all or a substantial part of its property to
the extent such disability is reasonably likely to have a Material Adverse
Effect;

                  (n) (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) the Borrower shall
make a voluntary deposit with the Central Bank of any amount due hereunder in
lieu of direct payment to the Person entitled to such payment;

                  (o) The Government of Brazil, ANATEL, the Ministry of
Communications or any other competent Governmental Authority shall (i) revoke,
terminate, statutorily appropriate, suspend, materially and

                                      E-81
<PAGE>   41
adversely modify, withdraw or fail to renew the Concession (other than a
conversion into or replacement by the Authorization otherwise permitted
hereunder) or the Authorization, as the case may be, 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 Ministry of Communications or such other
competent Governmental Authority is reasonably likely to have a Material Adverse
Effect;

                  (p) 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 Maturity Date;

then, in every such event, the Administrative Agent may, and at the request of
the Required Lenders shall, by notice to the Borrower, take either or all of the
following actions, at the same or different times: (i) terminate the
Commitments, and thereupon the Commitments shall terminate immediately, and (ii)
declare the Loans then outstanding to be due and payable in whole (or in part,
in which case any principal not so declared to be due and payable may thereafter
be declared to be due and payable), and thereupon the principal of the Loans so
declared to be due and payable, together with accrued interest thereon and all
fees and other obligations of the Borrower accrued hereunder, shall become due
and payable immediately, without presentment, demand, protest or other notice of
any kind, all of which are hereby waived by the Borrower (except as expressly
provided in this Section); and in case of any event with respect to the Borrower
described in clause (h) or (i) of this Article, the Commitments shall
automatically terminate and the principal of the Loans then outstanding,
together with accrued interest thereon and all fees and other obligations of the
Borrower accrued hereunder, shall automatically become due and payable, without
presentment, demand, protest or other notice of any kind, all of which are
hereby waived by the Borrower.

                                  ARTICLE VIII

                                   THE AGENTS

                  SECTION 8.01. Appointment.

                  (a) Administrative Agent. Each of the Lenders hereby
irrevocably appoints the Administrative Agent as its agent hereunder and under
the other Loan Documents and authorizes the Administrative Agent to take such
actions on its behalf and to exercise such powers as are delegated to the
Administrative Agent by the terms hereof or thereof, together with such actions
and powers as are reasonably incidental thereto.

                  (b) Collateral Agent. Pursuant to Article 1288 of the
Brazilian Civil Code, each of the Lenders hereby irrevocably appoints and
authorizes and designates as its and their attorney-in-fact for purposes of
Article 1317 of the Brazilian Civil Code the Collateral Agent to enter into and
act as its agent and attorney-in-fact in connection with the Mortgage Deed and
the other Loan Documents to which the Collateral Agent is party and to take such
action as agent on its and their behalf and to exercise such powers under such
Loans Documents as are delegated to the Collateral Agent by the terms hereof or
thereof, together with all such powers as are reasonably incidental thereto.
Without limiting the generality of the foregoing, each Lender grants the
Collateral Agent special powers to make and receive any pledges or mortgages, to
give receipts and releases, to settle, to waive rights, to novate, to agree on
terms and to receive service of process in connection with the Loan Documents to
which the Collateral Agent is party. Each action taken by the Collateral Agent
in connection with the actions contemplated hereunder is performed on behalf of
the Lenders.

                  SECTION 8.02. Rights as a Lender. In the event the Person
serving as an Agent hereunder shall become a Lender, such Person shall have the
same rights and powers in its capacity as a Lender as any other Lender and may
exercise the same as though it were not an Agent, and such Person and its
Affiliates may accept deposits from, lend money to and generally engage in any
kind of business with the Borrower or any Affiliate thereof as if it were not an
Agent hereunder.

                  SECTION 8.03. Duties and Obligations. No Agent shall have any
duties or obligations except those expressly set forth herein and in the other
Loan Documents. Without limiting the generality of the foregoing, (i) no Agent
shall be subject to any fiduciary or other implied duties, regardless of whether
a Default has occurred

                                      E-82
<PAGE>   42
and is continuing, (ii) no Agent shall have any duty to take any discretionary
action or exercise any discretionary powers, except discretionary rights and
powers expressly contemplated hereby or by the other Loan Documents that such
Agent is required to exercise in writing by the Required Lenders, and (iii)
except as expressly set forth herein and in the other Loan Documents, no Agent
shall have any duty to disclose, and shall not be liable for the failure to
disclose, any information relating to the Borrower that is communicated to or
obtained by the bank serving as such Agent or any of its Affiliates in any
capacity. No Agent shall be liable for any action taken or not taken by it with
the consent or at the request of the Required Lenders or in the absence of its
own gross negligence or willful misconduct. No Agent shall be deemed to have
knowledge of any Default unless and until written notice thereof is given to the
such Agent by the Borrower or a Lender, and no Agent shall be responsible for or
have any duty to ascertain or inquire into (i) any statement, warranty or
representation made in or in connection with this Agreement or any other Loan
Document, (ii) the contents of any certificate, report or other document
delivered hereunder or thereunder or in connection herewith or therewith, (iii)
the performance or observance of any of the covenants, agreements or other terms
or conditions set forth herein or therein, (iv) the validity, enforceability,
effectiveness or genuineness of this Agreement, any other Loan Document or any
other agreement, instrument or document, or (v) the satisfaction of any
condition set forth in Article IV or elsewhere herein or therein, other than to
confirm receipt of items expressly required to be delivered to the
Administrative Agent.

                  SECTION 8.04. Reliance. Each Agent shall be entitled to rely
upon, and shall not incur any liability for relying upon, any notice, request,
certificate, consent, statement, instrument, document or other writing believed
by it to be genuine and to have been signed or sent by the proper Person. Each
Agent also may rely upon any statement made to it orally or by telephone or fax
and believed by it to be made by the proper Person, and shall not incur any
liability for relying thereon. Each Agent may consult with legal counsel (who
may be counsel for the Borrower), independent accountants and other experts
selected by it, and shall not be liable for any action taken or not taken by it
in accordance with the advice of any such counsel, accountants or experts.

                  SECTION 8.05. Use of Sub-Agents. Each Agent may perform any
and all its duties and exercise its rights and powers by or through any one or
more sub-agents appointed by such Agent. Each Agent and any such sub-agent may
perform any and all its duties and exercise its rights and powers through their
respective Related Parties. The exculpatory provisions of the preceding
paragraphs shall apply to any such sub-agent and to the Related Parties of such
Agent and any such sub-agent, and shall apply to their respective activities in
connection with the syndication of the credit facilities provided for herein as
well as activities as Agent.

                  SECTION 8.06. Resignation. Subject to the appointment and
acceptance of a successor Agent as provided in this paragraph, any Agent may
resign at any time by notifying the Lenders and the Borrower. Upon any such
resignation, the Required Lenders shall have the right, subject to the consent
of the Borrower (provided that no Event of Default has occurred and is
continuing and that such consent is not to be unreasonably withheld), to appoint
a successor, which successor shall not be domiciled in a Tax Haven Jurisdiction.
If no successor shall have been so appointed by the Required Lenders and shall
have accepted such appointment within 30 days after the retiring Agent gives
notice of its resignation, then the retiring Agent may, on behalf of the
Lenders, appoint a successor Agent, subject to the consent of the Borrower
(provided that no Event of Default has occurred and is continuing and that such
consent is not to be unreasonably withheld), which shall be a bank with an
office in New York City or an Affiliate of any such bank, which successor shall
not be domiciled in a Tax Haven Jurisdiction. Upon the acceptance of its
appointment as Agent hereunder by a successor, such successor shall succeed to
and become vested with all the rights, powers, privileges and duties of the such
retiring Agent and the retiring Agent shall be discharged from its duties and
obligations hereunder. The fees payable by the Borrower to a successor Agent
shall be, without duplication, the same as those payable to its predecessor
unless otherwise agreed between the Borrower and such successor. After any
Agent's resignation hereunder, the provisions of this Article and Section 9.03
shall continue in effect for its benefit in respect of any actions taken or
omitted to be taken by it while it was acting as Agent.

                  SECTION 8.07. Non-reliance Each Lender acknowledges that it
has, independently and without reliance upon any Agent or any other Lender and
based on such documents and information as it has deemed appropriate, made its
own credit analysis and decision to enter into this Agreement. Each Lender also
acknowledges that it will, independently and without reliance upon any Agent or
any other Lender and based on such documents and information as it shall from
time to time deem appropriate, continue to make its own decisions in taking or
not

                                      E-83
<PAGE>   43
taking action under or based upon this Agreement, any other Loan Document or any
related agreement or any document furnished hereunder or thereunder.

                  SECTION 8.08. Consent to Modification, etc. Except as
otherwise provided in Section 9.02(b) with respect to this Agreement, the
Administrative Agent may, with the prior consent of the Required Lenders (but
not otherwise), consent to any modification, supplement or waiver under any of
the Loan Documents.

                                   ARTICLE IX

                                  MISCELLANEOUS

                  SECTION 9.01. Notices. Except in the case of notices and other
communications expressly permitted to be given by telephone, all notices and
other communications provided for herein shall be in writing and shall be
delivered by hand or overnight courier service, mailed by certified or
registered mail or sent by fax, as follows:

                  (a) if to the Borrower, to it at Rua Levindo Lopes, 258-8
Andar, 30140-170 Belo Horizonte - MG, Brazil, Attention of the Chief Financial
Officer (Fax No. 55 31 259-3076; Telephone No. 55 31 259-3077);

                  (b) if to the Collateral Agent, to Banco ABN AMRO Real S.A.,
Av. Paulista, 1374-7o andar, 01310-916 Sao Paul - SP, Brazil (Fax No.
5511-3174-7058);

                  (c) if to the Administrative Agent, to ABN AMRO Bank N.V.,
Agency Services, PAC HQ4131, Gustav Mahlerlaan 10, P.O. Box 283, 1000 EA
Amsterdam, The Netherlands, Attention of Hans van der Horst (Fax No. 31 20
628-7716; Telephone No. 31 20 628-6464); and

                  (d) if to a Lender, to it at its address (or fax number) set
forth in Schedule I or in such Lender's Assignment and Acceptance.

Any party hereto may change its address or fax number for notices and other
communications hereunder by notice to the other parties hereto (or, in the case
of any such change by a Lender, by notice to the Borrower and the Administrative
Agent). All notices and other communications given to any party hereto in
accordance with the provisions of this Agreement shall be deemed to have been
given on the date of receipt.

                  With respect to any notices given by the Administrative Agent
or any Lender to the Borrower under any Loan 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 5604); 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 the Borrower if such notice was provided in
accordance with the other provisions of this Section 9.01.

                  SECTION 9.02. Waivers; Amendments.

                  (a) No Deemed Waivers; Remedies Cumulative. No failure or
delay by the Administrative Agent or any Lender in exercising any right or power
hereunder shall operate as a waiver thereof, nor shall any single or partial
exercise of any such right or power, or any abandonment or discontinuance of
steps to enforce such a right or power, preclude any other or further exercise
thereof or the exercise of any other right or power. The rights and remedies of
the Administrative Agent and the Lenders hereunder are cumulative and are not
exclusive of any rights or remedies that they would otherwise have. No waiver of
any provision of this Agreement or consent to any departure by the Borrower
therefrom shall in any event be effective unless the same shall be permitted by
paragraph (b) of this Section, and then such waiver or consent shall be
effective only in the specific instance and for the purpose for which given.
Without limiting the generality of the foregoing, the making of a Loan shall not
be

                                      E-84
<PAGE>   44
construed as a waiver of any Default, regardless of whether the Administrative
Agent or any Lender may have had notice or knowledge of such Default at the
time.

                  (b) Amendments. Neither this Agreement nor any provision
hereof may be waived, amended or modified except pursuant to an agreement or
agreements in writing entered into by the Borrower and the Required Lenders or
by the Borrower and the Administrative Agent with the consent of the Required
Lenders; provided that no such agreement shall (i) increase any Commitment of
any Lender without the written consent of such Lender, (ii) reduce the principal
amount of any Loan or reduce the rate of interest thereon, or reduce any fees
payable hereunder, without the written consent of each Lender affected thereby,
(iii) postpone the scheduled date of payment of the principal amount of any
Loan, or any interest thereon, or any fees payable hereunder, or reduce the
amount of, waive or excuse any such payment, or postpone the scheduled date of
expiration of any Commitment, without the written consent of each Lender
affected thereby, (iv) alter the manner in which payments or prepayments of
principal, interest or other amounts hereunder shall be applied as among the
Lenders, without the written consent of each Lender, or (v) change any of the
provisions of this Section or the definition of the term "Required Lenders" or
any other provision hereof specifying the number or percentage of Lenders
required to waive, amend or modify any rights hereunder or make any
determination or grant any consent hereunder, without the written consent of
each Lender; and provided further that no such agreement shall amend, modify or
otherwise affect the rights or duties of the Administrative Agent hereunder
without the prior written consent of the Administrative Agent.

                  Anything in this Agreement to the contrary notwithstanding, no
waiver or modification of any provision of this Agreement that has the effect
(either immediately or at some later time) of enabling the Borrower to satisfy a
condition precedent to the making of a Loan shall be effective against any
Lender unless the Required Lenders shall have concurred with such waiver or
modification.

                  SECTION 9.03. Expenses; Indemnity; Damage Waiver.

                  (a) Costs and Expenses. The Borrower shall pay (i) all
reasonable out-of-pocket expenses and documentation fees (both external fees
and, with respect to the Political Risk Insurance Agreement and the Arranger
Participation Agreement, internal legal fees charged by EDC to any party
thereto) incurred by each of the Agents and each of ABN AMRO Bank N.V. and
BankBoston N.A., each in its capacity as an Arranger, including the reasonable
fees, charges and disbursements of counsel for the Agents, in connection with
the syndication of the credit facilities provided for herein, the preparation
and administration of this Agreement and the other Loan Documents or any
amendments, modifications or waivers of the provisions hereof or thereof
(whether or not the transactions contemplated hereby or thereby shall be
consummated) and (ii) all reasonable out-of-pocket expenses incurred by each
Agent or any Lender or Arranger, including the fees, charges and disbursements
of any counsel for any Agent, any Lender or any Arranger, in connection with the
enforcement or protection of its rights in connection with this Agreement and
the other Loan Documents, including its rights under this Section, or in
connection with the Loans made hereunder, including in connection with any
workout, restructuring or negotiations in respect thereof. Notwithstanding
anything to the contrary in this Section 9.03(a), the Borrower shall be
obligated to pay only the reasonable fees and expenses of a single special
counsel in New York and any necessary single local counsel in Brazil to the
Administrative Agent, the Lenders and the Arrangers and their respective
Affiliates, collectively.

                  (b) Indemnification by the Borrower. Notwithstanding any
exceptions or exclusions with respect to the representations and warranties made
by the Borrower in Article III, the Borrower shall indemnify each Agent, each
Lender and each Arranger (each such Person being called an "Indemnitee")
against, and to hold each Indemnitee harmless from, any and all losses, claims,
damages, liabilities and related expenses, including the reasonable fees,
charges and disbursements of any counsel for any Indemnitee, incurred by or
asserted against any Indemnitee arising out of, in connection with, or as a
result of any actual or prospective claim, litigation, investigation or
proceeding relating to (i) the execution or delivery of this Agreement or any
agreement or instrument contemplated hereby, the performance by the parties
hereto of their respective obligations hereunder or the consummation of the
Transactions or any other transactions contemplated hereby or (ii) any Loan or
the use of the proceeds therefrom, whether based on contract, tort or any other
theory and regardless of whether any Indemnitee is a party thereto; provided
that (A) such indemnity shall not, as to any Indemnitee, be available to the
extent that such losses, claims, damages, liabilities or related expenses are
determined to have resulted from the gross negligence or willful misconduct of
such Indemnitee and (B) the Borrower shall have no obligation to any

                                      E-85
<PAGE>   45
Indemnitee hereunder in connection with (x) any claim, litigation, investigation
or proceeding between solely two or more Indemnitees (including any claim,
litigation, investigation or proceeding between solely two or more parties,
other than the Borrower, to the Arranger Participation Agreement) except to the
extent arising solely because of any Default by the Borrower and (y) any waiver,
release or settlement entered into by any Indemnitee without the prior written
consent of the Borrower solely to the extent such release admits criminal
negligence or liability. Each Indemnitee agrees that it shall consult in good
faith with the Borrower 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. Except with respect
to any claim, litigation, investigation or proceeding between two or more
Indemnitees for which the Borrower is required to indemnify pursuant to this
Section, the Borrower shall be obligated to pay only the reasonable fees and
expenses of a single special New York counsel and any necessary single local
counsel in Brazil to the Indemnitees collectively for each such claim,
investigation or proceeding.

                  (c) Reimbursement by Lenders. To the extent that the Borrower
fails to pay any amount required to be paid by it to any Agent or any Lender
under paragraph (a) or (b) of this Section, each Lender severally agrees to pay
to such Agent such Lender's Applicable Percentage (determined as of the time
that the applicable unreimbursed expense or indemnity payment is sought) of such
unpaid amount; provided that the unreimbursed expense or indemnified loss,
claim, damage, liability or related expense, as the case may be, was incurred by
or asserted against such Agent in its capacity as such or any Lender.

                  (d) Waiver of Consequential Damages, Etc. To the extent
permitted by applicable law, the Borrower shall not assert, and hereby waives,
any claim against any Indemnitee, on any theory of liability, for special,
indirect, consequential or punitive damages (as opposed to direct or actual
damages) arising out of, in connection with, or as a result of, this Agreement
or any agreement or instrument contemplated hereby, the Transactions, any Loan
or the use of the proceeds thereof.

                  (e) Payments. All amounts due under this Section shall be
payable not later than 30 days after demand therefor.

                  SECTION 9.04. Successors and Assigns.

                  (a) Assignments Generally. The provisions of this Agreement
shall be binding upon and inure to the benefit of the parties hereto and their
respective successors and assigns permitted hereby, except that the Borrower may
not assign or otherwise transfer any of its rights or obligations hereunder
without the prior written consent of each Lender (and any attempted assignment
or transfer by the Borrower without such consent shall be null and void).
Nothing in this Agreement, expressed or implied, shall be construed to confer
upon any Person (other than the parties hereto, their respective successors and
assigns permitted hereby and, to the extent expressly contemplated hereby, the
Related Parties of each of the Agents and the Lenders) any legal or equitable
right, remedy or claim under or by reason of this Agreement.

                  (b) Assignments by Lenders. Notwithstanding anything herein to
the contrary, no Lender may assign all or a portion of its rights and
obligations pursuant to this Section 9.04(b) unless (A) an Event of Default has
occurred and is continuing, (B) payments of interest hereunder by the Borrower
to the Lenders are subject to withholding tax in Brazil at a rate at least equal
to the rate of withholding tax payable by a Brazilian borrower to Foreign
Lenders resident in a jurisdiction that does not have a tax treaty with Brazil,
or (C) such assignment shall not subject interest payments to such assignee to
withholding tax in Brazil. Subject to the immediately preceding sentence and the
provisions of the Arranger Participation Agreement, any Lender may assign to one
or more financial institutions all or a portion of its rights and obligations
under this Agreement (including all or a portion of its Commitments and the
Loans at the time owing to it); provided that (i) except in the case of an
assignment to a Lender, an Arranger, or a financial institution that is a member
of the Federal Reserve System of the United States of America and that has
combined capital and surplus of not less than $500,000,000, each of the Borrower
and the Administrative Agent must give their prior written consent to such
assignment (which consent shall not be unreasonably withheld), (ii) except in
the case of an assignment to a Lender, an Arranger, or a pledge or assignment to
a Federal Reserve Bank of the United States, or an assignment of the entire
remaining amount of the assigning Lender's Commitment(s) and outstanding Loans,
the amount of the Commitment(s) and outstanding principal amount of Loans of the
assigning Lender (x) subject to each such assignment and (y) retained after
giving

                                      E-86
<PAGE>   46
effect to such assignment (in each case determined as of the date the Assignment
and Acceptance with respect to such assignment is delivered to the
Administrative Agent) shall not be less than $10,000,000 unless each of the
Borrower and the Administrative Agent otherwise consent, (iii) each partial
assignment shall be made as an assignment of a proportionate part of all the
assigning Lender's rights and obligations under this Agreement and (iv) the
parties to each assignment shall execute and deliver to the Administrative Agent
an Assignment and Acceptance, together with a processing and recordation fee of
$2,000; provided further that any consent of the Borrower otherwise required
under this paragraph shall not be required if an Event of Default has occurred
and is continuing. Upon acceptance and recording pursuant to paragraph (d) of
this Section, from and after the effective date specified in each Assignment and
Acceptance, the assignee thereunder shall be a party hereto and, to the extent
of the interest assigned by such Assignment and Acceptance, have the rights and
obligations of a Lender under this Agreement, provided that no assignee shall be
entitled to receive any greater amount pursuant to Sections 2.11, 2.12 or 2.13
than the assigning Lender would have been entitled to receive in respect of the
interest assigned by such Assignment and Acceptance had no such assignment
occurred; and the assigning Lender thereunder shall, to the extent of the
interest assigned by such Assignment and Acceptance, be released from its
obligations under this Agreement (and, in the case of an Assignment and
Acceptance covering all of the assigning Lender's rights and obligations under
this Agreement, such Lender shall cease to be a party hereto but shall continue
to be entitled to the benefits of Sections 2.11, 2.12, 2.13 and 9.03). Any
assignment or transfer by a Lender of rights or obligations under this Agreement
that does not comply with this paragraph shall be treated for purposes of this
Agreement as a sale by such Lender of a participation in such rights and
obligations in accordance with paragraph (e) of this Section.

                  (c) Maintenance of Register by the Administrative Agent. The
Administrative Agent shall maintain at one of its offices a copy of each
Assignment and Acceptance delivered to it and a register for the recordation of
the names and addresses of the Lenders, and the Commitments of, and principal
amount of the Loans owing to, each Lender pursuant to the terms hereof from time
to time (the "Register"). The entries in the Register shall be conclusive, and
the Borrower, the Administrative Agent and the Lenders may treat each Person
whose name is recorded in the Register pursuant to the terms hereof as a Lender
hereunder for all purposes of this Agreement, notwithstanding notice to the
contrary. The Register shall be available for inspection by the Borrower and any
Lender, at any reasonable time and from time to time upon reasonable prior
notice.

                  (d) Effectiveness of Assignments. Upon its receipt of a duly
completed Assignment and Acceptance executed by an assigning Lender and an
assignee, the assignee's completed Administrative Questionnaire (unless the
assignee shall already be a Lender hereunder), the processing and recordation
fee referred to in paragraph (b) of this Section and any written consent to such
assignment required by paragraph (b) of this Section, the Administrative Agent
shall accept such Assignment and Acceptance and record the information contained
therein in the Register. No assignment shall be effective for purposes of this
Agreement unless it has been recorded in the Register as provided in this
paragraph.

                  (e) Participations. Any Lender or Arranger may, without the
consent of the Borrower or the Administrative Agent, sell participations to one
or more financial institutions (a "Participant") in all or a portion of such
Person's rights and obligations under this Agreement and the other Loan
Documents (including all or a portion of its Commitments and the Loans owing to
it); provided that (i) such Person's obligations under this Agreement and the
other Loan Documents shall remain unchanged, (ii) such Person shall remain
solely responsible to the other parties hereto or thereto for the performance of
such obligations and (iii) the Borrower, the Administrative Agent and the other
Lenders and Arrangers shall continue to deal solely and directly with such
Person in connection with such Person's rights and obligations under this
Agreement and the other Loan Documents. Any agreement or instrument pursuant to
which a Lender or Arranger sells such a participation shall provide that such
Person shall retain the sole right to enforce this Agreement and the other Loan
Documents and to approve any amendment, modification or waiver of any provision
of this Agreement or any other Loan Document; provided that such agreement or
instrument may provide that such Person will not, without the consent of the
Participant, agree to any amendment, modification or waiver described in the
first proviso to Section 9.02(b) that affects such Participant. No Participant
shall be entitled to receive any greater amount pursuant to Section 2.11, 2.12
or 2.13 than the selling Lender or Arranger would have been entitled to receive
in respect of the interest sold to such Participant had no such sale occurred.
For the purposes hereunder, each Arranger shall be deemed to be a Participant,
except that, notwithstanding the preceding sentence, each Arranger shall be
entitled to the benefits of Sections 2.11, 2.12, 2.13 (in each case, subject to
Section 2.15) and 9.03 to the same extent as if it were a Lender and had
acquired its interest by assignment pursuant to paragraph (b) of this Section.

                                      E-87
<PAGE>   47
                  (f) Certain Pledges. Notwithstanding anything herein to the
contrary, any Lender may at any time pledge or assign a security interest in all
or any portion of its rights under this Agreement to a Federal Reserve Bank of
the United States in support of borrowings made by such Lender from such Federal
Reserve Bank, and the other clauses of this Section shall not apply to any such
pledge or assignment of a security interest; provided that no such pledge or
assignment of a security interest shall release a Lender from any of its
obligations hereunder or substitute any such assignee for such Lender as a party
hereto.

                  (g) Assignments to the Borrower or Affiliates. Notwithstanding
anything in this Section to the contrary, upon the request of the Borrower, each
Lender and Arranger severally agrees to assign or participate all or a portion
of its interest in any Loan to the Borrower or any of its Affiliates at a price
equal to the principal amount of such Loans assigned or in which such
participation is made plus accrued and unpaid interest thereon to the date of
such assignment or participation, provided that (i) the Borrower or such
Affiliate shall have no voting rights with respect to such assigned or
participated interest in connection with any decision or action undertaken by
the Administrative Agent, any Lender or Arranger hereunder or under any Loan
Document and (ii) such assignment or participation shall be made pro-rata among
all the Lenders and Arrangers in proportion to (A) in the case of an Arranger,
the principal amount of the participations held by such Arranger or (B) in the
case of a Lender, the principal amount of the Loans made by such Lender and not
subject to a participation with an Arranger, all as determined by the
Administrative Agent with notice thereof to the Borrower. In any other event, no
Lender may assign or participate any interest in any Loan held by it hereunder
to the Borrower or any of its Affiliates without the prior consent of each
Lender. For the purposes of calculating the financial covenants set forth in
Section 5.13, neither Loans that shall have been assigned to the Borrower or any
of its Affiliates nor Loans in which the Borrower or any of its Affiliates shall
hold a participation, in each case pursuant to this Section 9.04(g), shall
constitute Indebtedness.

                  SECTION 9.05. Survival. All covenants, agreements,
representations and warranties made by the Borrower herein and in the
certificates or other instruments delivered in connection with or pursuant to
this Agreement shall be considered to have been relied upon by the other parties
hereto and shall survive the execution and delivery of this Agreement and the
making of any Loans, regardless of any investigation made by any such other
party or on its behalf and notwithstanding that the Administrative Agent or any
Lender may have had notice or knowledge of any Default or incorrect
representation or warranty at the time any credit is extended hereunder, and
shall continue in full force and effect as long as the principal of or any
accrued interest on any Loan or any fee or any other amount payable under this
Agreement is outstanding and unpaid and so long as the Commitments have not
expired or terminated. The provisions of Sections 2.11, 2.12, 2.13 and 9.03 and
Article VIII shall survive and remain in full force and effect regardless of the
consummation of the transactions contemplated hereby, the repayment of the
Loans, the expiration or termination of the Commitments or the termination of
this Agreement or any provision hereof.

                  SECTION 9.06. Counterparts; Integration; Effectiveness. This
Agreement may be executed in counterparts. Delivery of an executed counterpart
of a signature page to this Agreement by fax shall be effective as delivery of a
manually executed counterpart of this Agreement. This Agreement and any separate
letter agreements with respect to fees payable to the Administrative Agent
constitute the entire contract between and among the parties relating to the
subject matter hereof and supersede any and all previous agreements and
understandings, oral or written, relating to the subject matter hereof.

                  SECTION 9.07. Severability. Any provision of this Agreement
held to be invalid, illegal or unenforceable in any jurisdiction shall, as to
such jurisdiction, be ineffective to the extent of such invalidity, illegality
or unenforceability without affecting the validity, legality and enforceability
of the remaining provisions hereof; and the invalidity of a particular provision
in a particular jurisdiction shall not invalidate such provision in any other
jurisdiction.

                  SECTION 9.08. Right of Setoff. Subject to Section 2.14(d), if
a Event of Default pursuant to clause (a), (h), (i) or (j) of Article VII shall
have occurred and be continuing, each Lender is hereby authorized at any time
and from time to time, to the fullest extent permitted by law, to set off and
apply any and all deposits (general or special, time or demand, provisional or
final) at any time held and other indebtedness at any time owing by such Lender
to or for the credit or the account of the Borrower against any of and all the
matured obligations of the Borrower existing under this Agreement at such time
and held by such Lender, irrespective of whether or not

                                      E-88
<PAGE>   48
such Lender shall have made any demand under this Agreement. The rights of each
Lender under this Section are in addition to other rights and remedies which
such Lender may have.

                  SECTION 9.09. Governing Law; Jurisdiction; Service of Process;
Etc.

                  (a) Governing Law. This Agreement shall be construed in
accordance with and governed by the law of the State of New York.

                  (b) Submission to Jurisdiction. Each party hereto hereby
agrees that any suit, action or proceeding with respect to this Agreement, the
other Loan Documents 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, in the Supreme Court of the State of New York sitting in New York County
(including its Appellate Division), or in any other appellate court in the State
of New York, as the party commencing such suit, action or proceeding may elect
in its sole discretion; and each party hereto hereby irrevocably submits to the
jurisdiction of such courts and all appellate courts thereof for the purpose of
any such suit, action, proceeding or judgment. Each party hereto 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.

                  (c) Process Agent. The Borrower hereby agrees that service of
all writs, process and summonses in any such suit, action or proceeding brought
in the State of New York may be made upon CT Corporation, presently located at
111 Eighth Avenue, New York, New York 10011, U.S.A. (the "Process Agent"), and
the Borrower hereby confirms and agrees that the Process Agent has been duly and
irrevocably appointed as its agent and true and lawful attorney-in-fact in its
name, place and stead to accept such service of any and all such writs, process
and summonses, and agrees that the failure of the Process Agent to give any
notice of any such service of process to the Borrower shall not impair or affect
the validity of such service or of any judgment based thereon.

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

                  (e) Waiver of Venue. The Borrower 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 Loan Document brought in the Supreme Court of the State of New York,
County of New York or in the United States District Court for the Southern
District 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.

                  SECTION 9.10. WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY
WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE
TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF
OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY (WHETHER
BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES
THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED,
EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF
LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT
AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY,
AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

                  SECTION 9.11. No Immunity. To the extent that the Borrower may
be or become entitled, in any jurisdiction in which judicial proceedings may at
any time be commenced with respect to this Agreement or any other Loan Document,
to claim for itself or its properties or revenues any immunity from suit, court
jurisdiction, attachment prior to judgment, attachment in aid of execution of a
judgment, execution of a judgment or from any other legal process or remedy
relating to its obligations under this Agreement or any other Loan Document, and
to the extent that in any such jurisdiction there may be attributed such an
immunity (whether or not claimed), the

                                      E-89
<PAGE>   49
Borrower hereby irrevocably agrees not to claim and hereby irrevocably waives
such immunity to the fullest extent permitted by the laws of such jurisdiction.

                  SECTION 9.12. Judgment Currency.

                  (a) This is an international loan transaction in which the
specification of dollars and payment in New York is of the essence, and the
obligations of the Borrower under this Agreement to make payment to (or for the
account of) a Lender in dollars shall not be discharged or satisfied by 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 such tender or
recovery results in the effective receipt by such Lender in New York of the full
amount of dollars payable to such Lender under this Agreement. 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 called the "judgment
currency"), the rate of exchange that shall be applied shall be that at which in
accordance with normal banking procedures the Administrative Agent could
purchase such dollars at the principal office of the Administrative Agent in New
York City with the judgment currency on the Business Day next preceding the day
on which such judgment is rendered. The obligation of the Borrower in respect of
any such sum due from it to the Administrative Agent or any Lender hereunder or
under any other Loan Document (in this Section 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 the Administrative Agent could purchase dollars at the office
of the Administrative Agent in New York City in accordance with normal banking
procedures with the amount of the judgment currency so adjudged to be due; and
the Borrower hereby, as a separate obligation and notwithstanding any such
judgment, 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 the Borrower 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 the Borrower hereunder, whether or not the ability of the
Borrower to make such payment is or remains within its control or shall be
subject to a force majeure. Upon the occurrence of a Dollar Restriction, the
Borrower 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 limitation, by payment
as then may be directed by the Lender of such amount to a Brazilian currency
account maintained by the Administrative Agent at Banco ABN AMRO Real S.A. or at
the Central Bank or at such other bank or depositary as specified by the
Administrative Agent, and the entering into by the Borrower of any foreign
exchange agreements then required by the laws, regulations or procedures of the
Central Bank. 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 Banco ABN AMRO Real S.A. in good faith.

                  Any payment in Brazilian currency in accordance with the
provision of this Clause shall not be deemed to discharge the Borrower's
obligation to make payment in U.S. dollars of the amount then due and payable to
which such payment in Brazilian currency relates unless and until the
Administrative Agent 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 an Interest Payment
Date or the Maturity Date under this Agreement.

                  SECTION 9.13. 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 Administrative Agent, accompanied by a certified

                                      E-90
<PAGE>   50
English translation thereof other than documents required to be delivered
pursuant to (i) Section 5.01(a), (b)(i) and (ii), (d) or (e) for which an
English language translation shall be delivered within 15 days thereafter and
(ii) Section 4.02. 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.

                  SECTION 9.14. Headings. Article and Section headings and the
Table of Contents used herein are for convenience of reference only, are not
part of this Agreement and shall not affect the construction of, or be taken
into consideration in interpreting, this Agreement.

                  SECTION 9.15. Treatment of Certain Information;
Confidentiality.

                  (a) Treatment of Certain Information. The Borrower
acknowledges that from time to time financial advisory, investment banking and
other services may be offered or provided to the Borrower (in connection with
this Agreement or otherwise) by any Lender or by one or more Affiliates of such
Lender and the Borrower hereby authorizes each Lender to share any information
delivered to such Lender by the Borrower pursuant to this Agreement, or in
connection with the decision of such Lender to enter into this Agreement, to 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 Loans, the expiration or termination of the Commitments or the termination
of this Agreement or any provision hereof.

                  (b) Confidentiality. Each of the Agents and the Lenders 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
Persons 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 Loan
Document or any suit, action or proceeding relating to this Agreement or any
other Loan 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, (vii) with the consent of the Borrower, (viii) to the Insurer 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 any Agent, any
Arranger or any Lender on a nonconfidential basis from a source other than the
Borrower. For the purposes of this paragraph, "Information" means all
information received from the Borrower or its Related Parties relating to the
Borrower or its business, including, without limitation, the reports delivered
pursuant to Sections 5.01(e) and 5.01(f) hereof, other than any such information
that is available to any Agent or any Lender on a nonconfidential basis prior to
disclosure by the Borrower; provided that, in the case of information received
from the Borrower or its Related Parties after the date hereof, other than the
reports delivered pursuant to Sections 5.01(e) and 5.01(f) hereof, and the
information delivered pursuant to Section 6.03(c)(iii), 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.

                                      E-91
<PAGE>   51
                  IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be duly executed by their respective authorized officers as of the
day and year first above written.

                                            TELEMIG CELULAR S.A.



                                            By:  ______________________________
                                                 Name:
                                                 Title:


                                            By:  ______________________________
                                                 Name:
                                                 Title:

ATTESTATION OF WITNESSES:


Name:_______________________________
Occupation:_________________________
Address:____________________________


Name:_______________________________
Occupation:_________________________
Address:____________________________


                                      E-92
<PAGE>   52
                                            BANCO ABN AMRO REAL S.A.,
                                                     as Collateral Agent


                                            By       ___________________________
                                                     Name:
                                                     Title:


                                            By       ___________________________
                                                     Name:
                                                     Title:


                                            ABN AMRO BANK N.V.,
                                                     as Administrative Agent


                                            By       ___________________________
                                                     Name:
                                                     Title:

                                            By       ___________________________
                                                     Name:
                                                     Title:

ATTESTATION OF WITNESSES:


Name:_______________________________
Occupation:_________________________
Address:____________________________


Name:_______________________________
Occupation:_________________________
Address:____________________________


                                      E-93
<PAGE>   53
                                     LENDER



                                            EXPORT DEVELOPMENT CORPORATION


                                            By       ___________________________
                                                     Name:
                                                     Title:


                                            By       ___________________________
                                                     Name:
                                                     Title:
ATTESTATION OF WITNESSES:


Name:_______________________________
Occupation:_________________________
Address:____________________________


Name:_______________________________
Occupation:_________________________
Address:____________________________


                                      E-94
<PAGE>   54
                                   SCHEDULE I

EXPORT DEVELOPMENT CORPORATION

        Original Commitment                                 $91,000,000

        Additional Commitment                               $50,000,000

Address for notice:

         Export Development Corporation
         151 O'Connor
         Ottawa, Canada K1A 1K3
         Attn:  Loans Operation
         Ref:  880-BRA-8481


                                      E-95
<PAGE>   55
                                    EXHIBIT A

                       [Form of Assignment and Acceptance]

                            ASSIGNMENT AND ACCEPTANCE

                  Reference is made to the Amended and Restated Credit Agreement
dated as of April 3, 2001 (as amended and in effect on the date hereof, the
"Credit Agreement"), among Telemig Celular S.A., the Lenders named therein,
Banco ABN AMRO Real S.A. as Collateral Agent and ABN AMRO Bank N.V. as
Administrative Agent for the Lenders. Terms defined in the Credit Agreement are
used herein with the same meanings.

                  The Assignor named on the reverse hereof hereby sells and
assigns, without recourse, to the Assignee named on the reverse hereof, and the
Assignee hereby purchases and assumes, without recourse, from the Assignor,
effective as of the Assignment Date set forth on the reverse hereof, the
interests set forth on the reverse hereof (the "Assigned Interest") in the
Assignor's rights and obligations under the Credit Agreement, including the
interests set forth on the reverse hereof in the Commitment of the Assignor on
the Assignment Date and Loans owing to the Assignor which are outstanding on the
Assignment Date, together with unpaid interest accrued on the assigned Loans to
the Assignment Date, and the amount, if any, set forth on the reverse hereof of
the unpaid fees accrued to the Assignment Date for the account of the Assignor.
The Assignee hereby acknowledges receipt of a copy of the Credit Agreement. From
and after the Assignment Date (i) the Assignee shall be a party to and be bound
by the provisions of the Credit Agreement and, to the extent of the interests
assigned by this Assignment and Acceptance, have the rights and obligations of a
Lender thereunder and (ii) the Assignor shall, to the extent of the interests
assigned by this Assignment and Acceptance, relinquish its rights and be
released from its obligations under the Credit Agreement.

                  This Assignment and Acceptance is being delivered to the
Administrative Agent together with, if the Assignee is a Foreign Lender, any
documentation required to be delivered by the Assignee pursuant to Section
2.13(e) of the Credit Agreement, duly completed and executed by the Assignee.
The [Assignee/Assignor] shall pay the fee payable to the Administrative Agent
pursuant to Section 9.04(b) of the Credit Agreement.

                  This Assignment and Acceptance shall be governed by and
construed in accordance with the laws of the State of New York.

Date of Assignment:

Legal Name of Assignor:

Legal Name of Assignee:

Assignee's Address for Notices:

Effective Date of Assignment

("Assignment Date")(1):


--------
(1)   Must be at least five Business Days after execution hereof by all required
      parties.


                                      E-96
<PAGE>   56
<TABLE>
<S>                                 <C>                                               <C>
                                    Percentage Assigned of Loans/Commitment (set
                                    forth, to at least 8 decimals, as a percentage    Aggregate Commitments of
Assigned Interest                   of the Loans and the Principal Amount Assigned    all Lenders thereunder

Commitment Assigned:                $    %

Loans Assigned:                     $    %

Fees Assigned:                      $
</TABLE>

The terms set forth above and on the reverse side hereof are hereby agreed to:

                                    [NAME OF ASSIGNOR], as Assignor


                                    By:      ________________________________
                                             Name:
                                             Title:


                                    [NAME OF ASSIGNEE], as Assignee

                                    By:      ________________________________
                                             Name:
                                             Title:


                                      E-97
<PAGE>   57
The undersigned hereby consent to the within assignment:(2)

TELEMIG CELULAR S.A.

By:      _________________________
         Name:
         Title:

ABN AMRO BANK N.V.,
         as Administrative Agent

By:      _________________________
         Name:
         Title:

--------
(2)   Consents to be included to the extent required by Section 9.04(b) of the
      Credit Agreement.

                                      E-98
<PAGE>   58
                                    EXHIBIT B

                       [Form of Process Agent Acceptance]

__________ __, 2001

CT Corporation System
111 Eighth Avenue
New York, New York  10011
U.S.A.

Dear Sir/Madam:

         Reference is made to the Amended and Restated Credit Agreement, dated
as of April 3, 2001 (as amended, supplemented or otherwise modified from time to
time, the "Credit Agreement"), among TELEMIG CELULAR S.A., a Brazilian
corporation (the "Borrower"), the lenders party thereto, BANCO ABN AMRO Real
S.A., as Collateral Agent, and ABN AMRO BANK N.V., as Administrative Agent,
providing for loans to be made by said lenders to the Borrower in an aggregate
principal amount not exceeding $141,000,000. Capitalized terms used and not
defined in this letter shall have the meaning given to those terms in the Credit
Agreement.

         Pursuant to Section 9.09(c) of the Credit Agreement the Borrower has
appointed CT Corporation System, located at 111 Eighth Avenue, New York, New
York 10011, as its agent in its name, place and stead to accept service of any
writ, process or summons in respect of any legal actions or proceedings in New
York arising out of or in connection with the Credit Agreement or any other Loan
Document.

         The term of appointment is for a period of six years effective as of
April 6, 2001. Enclosed is a check in the amount of [$____] for the six year
term of this representation. Also enclosed are copies of the relevant pages of
the Credit Agreement.

Any process served upon you for the Borrower should be sent to the following
address:

         Telemig Celular S.A.
         Rua Levindo Lopes, 258-8 Andar
         30140-170 Belo Horizonte - MG
         Brazil
         Attention:  Chief Financial Officer
         Tel:  55 31 259-3077
         Fax:  55 31 259-3076

with copies to:

         Telesystem International Wireless, Inc
         1000 de la Gauchetiere Street West
         Montreal, Quebec H3B 4W5
         Canada
         Attention:  Chief Financial Officer
         Tel:  514-673-8497
         Fax:  514-673-8470


                                      E-99
<PAGE>   59
Telemig Celular Participacoes S.A.
SCN Quadra 03 Bloco A
Sobreloja 70713-000
Brasilia-DF
Attention:  Vice President of Finance
Tel:  55 61 429 5604
Fax:  55 61 429 5626

Pillsbury Winthrop LLP
One Battery Park Plaza
New York, New York  10004-1490
Attention:  David P. Falck
Tel:     212-858-1438
Fax:     212-858-1500

         Please note that by accepting this appointment, CT Corporation System
agrees that (i) this appointment will be binding upon CT Corporation System and
any of its successors, (ii) it will maintain an office in New York, New York,
U.S.A. at all times through the term of this appointment, (iii) it will give
prompt notice to the Borrower of any change of its address during such period
and (iv) it will promptly forward to the Borrower any summons, complaint or
other legal process, that it receives in connection with its appointment as such
agent and attorney-in-fact of the Borrower.

         Please confirm your acceptance of the foregoing appointment as agent
for service of process of the Borrower by countersigning this notice where
indicated below.

                                            Very truly yours,

                                            TELEMIG CELULAR S.A.


                                            By       ___________________________
                                                     Name:
                                                     Title:



                                            By       ___________________________
                                                     Name:
                                                     Title:


                                     E-100
<PAGE>   60
Appointment accepted and agreed to:

CT CORPORATION SYSTEM

By:                        ________________________
         Name:
         Title:



Enclosure


                                     E-101
<PAGE>   61
                                    EXHIBIT C


                                  New York, NY

                                    [FORM OF
                                PROMISSORY NOTE]

                  For value received, the undersigned, TELEMIG CELULAR S.A., a
sociedade anonima organized under the laws of Brazil (the "BORROWER"), hereby
unconditionally promises to pay to the order of _________________ (the
"LENDER"), at the branch office of the Administrative Agent located at [] New
York, New York [ ], in lawful money of the United States of America and in
immediately available funds, the principal amount of _____________ U.S. DOLLARS
($_________), or, if less, the unpaid principal amount of the Loans made by the
Lender pursuant to Section 2.01 of the Credit Agreement on the Maturity Date at
12:00 p.m., New York time. The Borrower further agrees to pay interest in like
money at such office on the unpaid principal amount hereof from time to time
outstanding at the rates and on the dates specified in Section 2.09 of the
Credit Agreement. Capitalized terms used but not defined herein shall have the
meanings assigned to such terms in the Amended and Restated Credit Agreement
dated as of April 3, 2001 among the Borrower, the Lenders party thereto, Banco
ABN AMRO Real S.A. as Collateral Agent and ABN AMRO Bank N.V. as Administrative
Agent (as may be amended from time to time, the "CREDIT AGREEMENT").

                  This Note (a) is one of the Notes described in Section 2.06(f)
of the Credit Agreement, (b) is subject to the terms and conditions of the
Credit Agreement and (c) is subject to optional prepayment in whole or in part
as provided in the Credit Agreement.

                  The holder of this Note is authorized to endorse on the
schedule annexed hereto and made a part hereof (or on a continuation thereof
which shall be attached hereto and made a part hereof) the date, type and amount
of each Loan made by the Lender and the date and amount of each payment or
prepayment of interest with respect thereto and the length of each Interest
Period with respect thereto. Each such endorsement shall constitute, absent
manifest error, prima facie evidence of the accuracy of the information
endorsed. The failure to make any such endorsement shall not affect the
obligations of the Borrower in respect of such Loans.

                  Upon the occurrence of any one or more of the Events of
Default, all amounts then remaining unpaid under this Note shall become, or may
be declared to be, immediately due and payable, all as provided in the Credit
Agreement.

                  Except as provided in Section 9.04 of the Credit Agreement,
this Note may not be assigned by the Lender to any other Person.

                  All parties now and hereafter liable with respect to this
Note, whether maker, principal, surety, guarantor, endorser or otherwise, hereby
waive presentment, demand, protest and all other notices of any kind, except as
specifically provided for in Article VII of the Credit Agreement.

                  THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED
IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.


                                     E-102
<PAGE>   62
                  IN WITNESS WHEREOF, the Borrower has caused this Promissory
Note to be duly executed and delivered as of the day and year first above
written.

                                            TELEMIG CELULAR S.A.


                                            __________________________________
                                            By:
                                            Title:


                                            Address for notices:


                                            Facsimile No:

                                     E-103
<PAGE>   63
                                LOAN INFORMATION
<TABLE>
<CAPTION>
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                                                           Principal         Outstanding
                     Principal      Interest Period        Amount Repaid     Principal           Notation Made
Date of Loan          Amount        and Interest Rate      or Prepaid        Amount              By
---------------------------------------------------------------------------------------------------------------
<S>                  <C>            <C>                    <C>               <C>                 <C>
---------------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------------
</TABLE>

                                     E-104
<PAGE>   64
                                    EXHIBIT D


                           [FORM OF BORROWING REQUEST]

                                BORROWING REQUEST

                  Reference is made to the Credit Agreement dated as of April 3,
2001 (as amended, supplemented or otherwise modified and in effect from time to
time, the "Credit Agreement") among Telemig Celular S.A. (the "Company"), the
lenders party thereto as Lenders (the "Lenders"), Banco ABN AMRO Real S.A. as
Collateral Agent and ABN AMRO BANK N.V., as Administrative Agent (the
"Administrative Agent"). Unless otherwise defined in this Certificate,
capitalized terms used but not defined herein shall have the meaning given to
such terms in the Credit Agreement.

                  The Company hereby requests a Borrowing from Lenders under the
Credit Agreement as follows:

                  1. The aggregate principal amount of such Borrowing:
$__________

                  2. The date of such Borrowing: __________, 2000

                  3. The Borrowing is to be (check one):___ an ABR Borrowing or
                                                        ___ a Eurodollar
                                                            Borrowing.

                  The undersigned President or Financial Officer of the Company,
in his/her capacity as officer of the Company, and the Company certify that:

                        (i) the representations and warranties of the Company
                  set forth in Article III of the Credit Agreement are true and
                  correct in all material respects on and as of the date hereof
                  to the same extent as though made on and as of the date
                  hereof, except to the extent such representations and
                  warranties are stated to have been made solely as of an
                  earlier date, in which case such representations and
                  warranties were true and correct on and as of such earlier
                  date; and

                        (ii) at the time of and immediately after giving effect
                  to such Borrowing, no Default has occurred and is continuing.

Dated:  ____________, ___                TELEMIG CELULAR S.A.

                                         By   _____________________________
                                               Name:
                                               Title:


                                     E-105
<PAGE>   65
                                    EXHIBIT E

                             [FORM OF MORTGAGE DEED]

                             PUBLIC DEED OF MORTGAGE

         On this ____ day of __________,2001, there appeared before me, notary
public, the following parties:

         (a) Telemig Celular S.A., a company duly organized and existing in
accordance with the laws of Brazil, with its head office in the City of Belo
Horizonte, State of Minas Gerais, enrolled in the Corporate Taxpayers' List
("C.N.P.J./M.F.") under nr. ____, herein represented in accordance with its
By-laws by Mr(s). _________________, [citizenship], [marital status],
[profession], resident and domiciled at _________________, bearer of identity
card ("RG") nr. ____ and enrolled in the Individual Taxpayers' List
("C.P.F.M.F.") under nr. ____ ("Company"); and

         (b) The Lenders listed in Annex I hereto, herein represented by Banco
ABN AMRO Real S.A. (the "Collateral Agent"), a financial institution duly
organized under the laws of Brazil, with its head office in the City of Sao
Paulo, State of Sao Paulo, enrolled in the Corporate Taxpayers' List
("C.N.P.J./M.F.") under nr. ____, herein represented in accordance with its
By-laws by Mr(s). _______________________, [citizenship], [marital status],
[profession], resident and domiciled at __________________, bearer of identity
card ("RG") nr. ____ and enrolled in the Individual Taxpayers' List
("C.P.F.M.F.") under nr. ____.

The parties declared the following:

         1. The Company entered on April 3, 2001 into an Amended and Restated
Credit Agreement (as amended, modified or otherwise supplemented from time to
time, the "Credit Agreement") with ABN AMRO Bank, N.V., as Administrative Agent,
the Collateral Agent and the Lenders, pursuant to which the Administrative Agent
and the other Lenders party thereto from time to time (the "Secured Parties")
have agreed to make loans to the Company in a maximum aggregate amount of
US$141,000,000, bearing variable interest at the rate of not more than 500 basis
points above Adjusted LIBO Rate, with final maturity five years after the
Disbursement Date and under the other terms and conditions thereof. Unless
otherwise defined in this Public Deed of Mortgage, capitalized terms used but
not defined herein shall have the meaning given to such terms in the Credit
Agreement.

         2. The Company is the legal owner of the real estate property subject
to the mortgage created herein, and such property is free and clear of any Lien
of whatsoever nature, except for the mortgage created herein and Permitted
Encumbrances, if any.

         3. It is a covenant entered into in connection with the making of the
loans to the Company under the Credit Agreement that the Company constitutes a
first priority mortgage in favor of the Secured Parties in (i) the following
real estate properties (the "Properties"),

[detailed description of the Mortgaged Assets, including the documents of
acquisition and registrations with the Real Estate Registry Office and City
Hall];

(ii) the insurance policies in respect of the Properties and all payments or
proceeds resulting from such insurance or from the sale, transfer or disposition
of the Properties, whether voluntary or involuntary, (the "Other Collateral",
and, collectively with the Properties, the "Mortgaged Assets").

         4. It is a covenant entered into in connection with the disbursement of
the loans to the Company under the Agreement that the Company shall have
executed and delivered this Public Deed of Mortgage to the Collateral Agent, for
the benefit of the Secured Parties.

         5. Except as otherwise stated herein, all terms and conditions of the
Credit Agreement shall fully and automatically apply to this deed and shall be
deemed as an integral part hereof, as if they were transcribed herein.

                                     E-106
<PAGE>   66
         6. The Mortgage hereby created shall be valid and effective upon
registration of this Deed before the competent Real Estate Registry (Cartorio de
Registro de Imoveis) and shall remain valid and effective until the satisfaction
in full by the Company of all obligations of the Company under the Credit
Agreement or any Note issued thereunder (the "Obligations"). If any payment made
by the Company to the Administrative Agent in connection with the Credit
Agreement or this Deed shall be returned due to a concordata or a bankruptcy of
the Company, or for any other reason, this Deed shall remain valid and effective
as if such payments were never made.

         7. All present or future constructions, installations, improvements and
additions to the Mortgaged Assets, are and shall be equally subject to the
mortgage created hereby.

         8. By virtue of the Mortgage granted herein, the Company undertakes to
(a) properly administer the Mortgaged Assets, maintaining same in good condition
and free from any trespass; (b) maintain the Mortgaged Assets always in good
standing with regard to taxes, duties or any Federal, State or Municipal
contributions; (c) not to encumber or dispose any of the Mortgaged Assets in any
manner for the term of validity of this mortgage, without the prior and express
written authorization of the Collateral Agent, (d) maintain the Mortgaged Assets
insured against all risks, including, but not limited to, fire, damage and
destruction, for the period commenced on the date hereof until the mortgage
created hereby has been fully released by the Collateral Agent, appointing the
Collateral Agent in the respective insurance policies as beneficiary thereof;
(e) supplement the mortgage in the event of loss, deterioration or devaluation
of any of the Mortgaged Assets; and (f) maintain this mortgage valid, binding
and enforceable until the full satisfaction of all Obligations.

         9. Also by virtue of this mortgage, the Company expressly waives, in
favor of the Collateral Agent and the Secured Parties, any legal privilege which
may make difficult the exercise of the rights of the Collateral Agent or the
Secured Parties, and undertakes to obtain all filings and registrations
necessary to perfect the mortgage within 15 days counted from the date hereof,
or, in the case of any present or future constructions, installations,
improvements and additions to the Mortgaged Assets, within 15 days counted from
the date thereof.

         10. The Company hereby covenants, represents and warrants to the
Collateral Agent, for the benefit of the Secured Parties, as follows:

                  (a) it has the power and authority and the legal right to
execute and deliver, to perform its obligations under, and to grant the mortgage
in the Mortgaged Assets pursuant to this Deed; and it has taken all necessary
action to authorize the execution, delivery and performance of, and grant of the
mortgage in the Mortgaged Assets pursuant to this Deed;

                  (b) this Deed constitutes its legal, valid and binding
obligation, enforceable against it in accordance with its terms, and upon
registration of this Deed in the appropriate Real Estate Registry (Servico de
Registro de Imoveis) in Brazil the mortgage hereby created will constitute a
valid, perfected mortgage in the Mortgaged Assets, enforceable in accordance
with its terms against all its creditors, except in each case as enforceability
may be affected by bankruptcy, insolvency, fraudulent conveyance,
reorganization, moratorium and other similar laws relating to or affecting
creditors' rights generally;

                  (c) the execution, delivery and performance of this Deed will
not violate any provision of any requirement of law or contractual obligation
applicable to or binding upon the Company and will not result in the creation or
imposition of any Lien on any of its properties or revenues pursuant to any
provision of any requirement of law or contractual obligation applicable to or
binding upon the Company, except the mortgage created by this Deed;

                  (d) no material consent or authorization of, filing with, or
other act by or in respect of, any arbitrator or governmental authority and no
material consent of any other third party is required in connection with the
execution, delivery, performance, validity or enforceability of this Deed,
except for the registration of this Deed with the competent Real Estate Registry
(Servico de Registro de Imoveis) in Brazil;

                                     E-107
<PAGE>   67
                  (e) no litigation, investigation or proceeding of or before
any arbitrator or governmental authority is pending or, to its knowledge,
threatened by it or against it or against any of its properties or revenues with
respect to this Deed or any of the transactions contemplated hereby;

                  (f) it is the legitimate owner of the Mortgaged Assets and the
Mortgaged Assets are free and clear of any mortgage, pledge, security interest,
conditional sale or other title retention agreement or other similar Lien,
except the mortgage created by this Deed and Permitted Encumbrances, if any;

                  (g) it shall replace and/or immediately complete the mortgage
created hereby in the event any of the Mortgaged Assets deteriorate, for any
reason whatsoever, or become subject to any form of restraint, seizure or
confiscation or to any judicial or administrative proceeding which may in any
way reduce the economic value of the mortgage created hereby;

                  (h) it shall maintain the mortgage created by this Deed as a
perfected mortgage and shall defend such mortgage against claims and demands of
all third parties whomsoever. At any time and from time to time, upon the
written request of the Collateral Agent, and at the sole expense of the Company,
it will promptly and duly execute and deliver such further instruments and
documents and take such further actions as the Collateral Agent may reasonably
request for the purposes of obtaining or preserving the full benefits of this
Deed and of the rights and powers herein granted;

                  (i) it shall pay, and save the Collateral Agent and the
Secured Parties harmless from, any and all liabilities with respect to, or
resulting from any delay in paying, any and all stamp, excise, sales or other
taxes which may be payable or determined to be payable with respect to any part
of the Mortgaged Assets or in connection with any of the transactions
contemplated by this Deed;

                  (j) it shall, without prejudice to the provisions of Section 7
hereof, (A) maintain in full force and effect until the mortgage created hereby
has been fully released by the Collateral Agent, all Obligations have been fully
satisfied and no amount is due to the Secured Parties by the Company under the
Credit Agreement, insurances in respect of the Mortgaged Assets, from insurance
companies reasonably satisfactory to the Collateral Agent, appointing the
Collateral Agent as beneficiary under the respective insurance policies, (B)
comply with all requirements under the insurance policies so as to maintain them
in full force and effect, (C) not change any insurance company providing
insurance for any of the Mortgaged Assets without prior written consent of the
Collateral Agent and (D) furnish copies of all insurance policies (including
amendments thereto) in respect of any of the Mortgaged Assets and evidence of
payments of premium in respect thereto to the Collateral Agent or to any person
as may be requested by the Collateral Agent; and

                  (k) it shall, without prejudice to the provisions of Section 7
hereof, pay all taxes, duties, contributions, charges, imposts, assessments or
any other similar charges, Municipal, State or Federal, in respect of the
Mortgaged Assets, including, without limitation, any Tax on Real Estate
Properties (IPTU) due to any municipality, and furnish copies of all receipts
evidencing payments thereof from time to time to the Collateral Agent or to any
person as may be required by the Collateral Agent.

         11. At any time during the validity of this mortgage, the Collateral
Agent and the Secured Parties shall be entitled to immediately foreclose on the
mortgage (i) upon breach by the Company of any provision contained in the Credit
Agreement or (ii) upon breach by the Company of any legal provision, especially
those described in articles 762 and 954 of the Brazilian Civil Code or (iii) if
any of the following events occurs:

                  (a) if any administrative or judicial proceeding is commenced
against the Company for collection of any amount due under the Credit Agreement;

                  (b) if the Company becomes insolvent, or if any executory suit
is filed against the Company, or if a request for bankruptcy or an insolvency
proceeding is filed against the Company;

                  (c) if the Company applies for concordata (moratorium) or
performs any act which characterizes its bankruptcy status;

                                     E-108
<PAGE>   68
                  (d) if the Company totally or partially transfers any of the
Mortgaged Assets to third parties or if Company creates other Liens, other than
Permitted Encumbrances, on the property without the prior approval of the
Collateral Agent;

                  (e) if the Company fails to comply with any of the Obligations
and the obligations undertaken hereby; or

                  (f) if any of the Mortgaged Assets deteriorate, or depreciate,
or are attached, or the Company applies for concordata (moratorium) or performs
any act which may characterize its bankruptcy status and the Company refuses to
cause the extension of the mortgage to other real estate or give additional
guarantees.

         12. If any of the Mortgaged Assets is totally or partially
expropriated, the Company shall, within 15 (fifteen) days from the receipt of a
request from the Collateral Agent, present a new collateral securing the
Obligations in substitution of the mortgage created hereby. If such new
collateral is not presented in such 15-day period, the Collateral Agent and the
Secured Parties shall be subrogated in all amounts owed by the expropriator to
the Company in connection with the expropriation ("Expropriation Amount"). The
Company hereby grants to the Collateral Agent any and all necessary powers to
receive from the expropriator the Expropriation Amount.

         13. The foreclosure by the Collateral Agent or the Secured Parties of
the mortgage created hereby shall not prevent the foreclosure of any other
security extended by the Company to the Collateral Agent or the Secured Parties.

         14. The Collateral Agent shall have the right, upon a written
communication to the Company, to inspect the Mortgaged Assets at any time.

         15. All notices, requests and demands to or upon the respective parties
to this Deed to be effective shall be made in writing to the intended recipient
at the following addresses:

                  (a) if to the Company:

                  ___________________________
                  ___________________________
                  ___________________________
                  Tel : _____________________
                  Fax :  ____________________
                  Att.: _____________________

                  (b) if to the Collateral Agent:

                  ___________________________
                  ___________________________
                  ___________________________
                  Tel : _____________________
                  Fax :  ____________________
                  Att.: _____________________

                  (c) if to the Secured Parties:


                  c/o Banco ABN AMRO Real S.A.
                  ___________________________
                  ___________________________
                  Tel : _____________________
                  Fax :  ____________________
                  Att.: _____________________


                                     E-109
<PAGE>   69
                  (d) or at such other address or facsimile number from time to
time designated by such party to the other hereto for such purposes.

         16. All expenses and costs with the preparation, execution and
registration of this Deed of Mortgage shall be borne by the Company;

         17. Any dispute arising hereof shall be submitted to the central Courts
of the City of Sao Paulo, State of Sao Paulo, Brazil.

         The parties hereto expressed their full agreement with the tenor of
this Deed and authorize all registrations and filings required for the validity
of the mortgage created hereby. The parties presented to me the certificate of
Registration (Matricula) number ___ issued by the ______ Real Estate Registry
Office of _________ evidencing that there are no Liens or encumbrances, other
than Permitted Encumbrances, if any, on the Mortgaged Assets.


                                     E-110
<PAGE>   70
                         FIRST AMENDMENT TO AMENDED AND
                            RESTATED CREDIT AGREEMENT

                  This First Amendment dated as of April 23, 2001 to the Amended
and Restated Credit Agreement dated as of April 3, 2001 (the "Credit Agreement")
is made and entered into by and among Telemig Celular S.A., as Borrower, the
Lenders party hereto and ABN AMRO Bank N.V., as Administrative Agent.

                                    RECITALS

                  The parties signatory to this Amendment are the parties to the
Credit agreement and desire to amend the terms of the Credit Agreement as set
forth in this Amendment.

                  NOW, THEREFORE, for good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto
agree as follows:

                                   ARTICLE I
                                   DEFINITIONS

                  SECTION 1.01. Definitions. Except as expressly provided
otherwise in this Amendment, terms used in this Amendment shall have the
respective meanings given to such terms in the Credit Agreement.

                                   ARTICLE II
                                   AMENDMENTS

                  SECTION 2.01. Amendments. Effective upon the date hereof, the
Credit Agreement is hereby amended as follows:

                  (a) The following definitions contained in Section 1.01 are
replaced in their entirety as follows:

                           "Applicable Margin" means (i) with respect to any
                           Eurodollar Loan disbursed under the Original Credit
                           Agreement, (A) prior to April 30, 2001, 5.00% per
                           annum and (B) on such date and thereafter, 4.875% per
                           annum, (ii) with respect to any Eurodollar Loan
                           disbursed hereunder, 4.875% per annum and (iii) with
                           respect to any ABR Loan, (A) prior to the Amendment
                           Effective Date, 3.00% per annum and (B) on such date
                           and thereafter, 2.875% per annum.

                           "Interest Payment Date" means each April 30 and 1
                           October 31, beginning with October 31, 2001, or in
                           the case of Loans outstanding on the date hereof
                           disbursed under the Original Credit Agreement, April
                           30, 2001 (or, if any such date is not a Business Day,
                           the immediately preceding Business Day) and, with
                           respect to each Loan, the final date on which
                           principal is payable with respect to such Loan in
                           accordance with the terms of thus Agreement.

                           "Interest Period" means, with respect to any
                           Borrowing, the period commencing on (i) in the case
                           of the initial Interest Period for any Loan disbursed
                           hereunder, the date of such Borrowing, (ii) in the
                           case of any Interest Period in effect as of the date
                           of the Amended and Restated Credit Agreement, October
                           31, 2000, or (iii) in the case of any subsequent
                           Interest Period, the date immediately succeeding the
                           Interest Payment Date for the immediately preceding
                           Interest Period, and ending on (i) in the case of the
                           initial Interest Period for any Loan disbursed
                           hereunder, October 31, 2001, (ii) in the case of any
                           Interest Period in effect as of the date of the
                           Amended and Restated Credit Agreement, April 30,
                           2001, or (iii) in the case of any subsequent Interest
                           Period, the next succeeding Interest Payment Date;
                           provided, that (a) if any Interest Period would end
                           on a day other than a Business Day, such Interest
                           Period shall be extended to the next succeeding

                                     E-111
<PAGE>   71
                           Business Day unless such next succeeding Business Day
                           would fall in the next calendar month, in which case
                           such Interest Period shall end on the next preceding
                           Business Day, (b) any Interest Period that commences
                           on the last Business Day of a calendar month (or on a
                           day for which there is no numerically corresponding
                           day in the last calendar month of such Interest
                           Period) shall end on the last Business Day of the
                           last calendar month of such Interest Period, and (c)
                           notwithstanding the foregoing, if any Interest Period
                           would otherwise end after the Maturity Date, such
                           Interest Period shall end on the Maturity Date. For
                           purposes hereof, the date of a Borrowing initially
                           shall be the date on which such Borrowing is made and
                           thereafter shall be the effective date of the most
                           recent continuation of such Borrowing.

                           "LIBO Rate" means, with respect to any Borrowing for
                           any Interest Period (or for any Default Interest
                           Period for any overdue principal of or interest on
                           any Loan or any other overdue amount under this
                           Agreement or any other Loan Document), the rate
                           appearing on Page 3750 of the Dow Jones Markets
                           Service (or on any successor or substitute page of
                           such Service, or any successor to or substitute for
                           such Service, providing rate quotations comparable to
                           those currently provided on such page of such
                           Service, as determined by the Administrative Agent
                           from time to time for purposes of providing
                           quotations of interest rates applicable to dollar
                           deposits in the London interbank market) at
                           approximately 11:00 a.m., London time, two Business
                           Days prior to the commencement of such Interest
                           Period (or Default Interest Period), as the rate for
                           dollar deposits with a maturity comparable to such
                           Interest Period (or Default Interest Period). In the
                           event that such rate is not available at such time
                           for any reason, then the LIBO Rate with respect to
                           such Borrowing for such Interest Period (or Default
                           Interest Period) shall be the arithmetic average of
                           the rates (rounded upwards, if necessary, to the next
                           1/16 of 1%) at which dollar deposits in an amount
                           comparable to the amount of such Borrowing and for a
                           maturity comparable to such Interest Period (or
                           Default Interest Period) are offered by the principal
                           London office of the respective Reference Banks in
                           immediately available funds in the London interbank
                           market at approximately 11:00 a.m., London time, two
                           Business Days prior to the commencement of such
                           Interest Period (or Default Interest Period). If any
                           Reference Bank does not timely furnish the
                           information required for determination of any LIBO
                           Rate, the Administrative Agent shall determine such
                           LIBO Rate on the basis of the information timely
                           furnished by the remaining Reference Banks.

                           "Loan Documents" means, collectively, this Agreement,
                           all promissory notes executed pursuant to the terms
                           hereof, the Security Documents and the fee letter
                           described in Section 2.08(a).

                  (b) The following definitions shall be inserted in Section
1.01 in their respective alphabetical order:

                           "Equipment Pledge Agreement" means the equipment
                           pledge agreement substantially in the form of Exhibit
                           F, executed by the Borrower in favor of the
                           Collateral Agent.

                           "Security Documents" means, collectively, the
                           Mortgage Deed and the Equipment Pledge Agreement.

                  (c) Clause (iv) of Section 3.03 is replaced in its entirety as
follows:

                           "(iv) except for the Liens created by the Security
                           Documents, will not result in the creation or
                           imposition of any Lien on any asset of the Borrower."

                  (d) Section 3.19 thereof is replaced in its entirety as
follows:


                                     E-112
<PAGE>   72
                           "SECTION 3.19. Security Interests. Upon (i) the
                           execution and delivery of each Security Document by
                           the Borrower and (ii) the completion of any filings
                           and recordings required to be filed or recorded
                           pursuant to Section 5.17, the security interests
                           created for the benefit of the Collateral Agent will
                           constitute valid and perfected security interests in
                           the property that is stated to be subject to the
                           Security Documents, subject to no other Liens
                           whatsoever, except for the Liens created thereby and
                           Permitted Encumbrances."

                  (e) Paragraph (d) of Section 4.02 thereof is replaced in its
entirety as follows:

                           "Documents. Each of the following agreements, duly
                           executed and delivered by the parties thereto: this
                           Agreement, the Equipment Pledge Agreement and the
                           Political Risk Insurance Agreement."

                  (f) Paragraph (i) of Section 4.02 thereof is replaced in its
entirety as follows:

                           "Fees and Expenses. The Borrower shall have made
                           satisfactory arrangements for the payment on the
                           Disbursement Date of all costs, fees (including
                           documentation fees) and out-of-pocket expenses
                           (including, without limitation, reasonable legal fees
                           and expenses) of the Lender, Arrangers, and the
                           Administrative Agent with respect to the negotiation
                           and drafting of the credit documentation and other
                           compensation payable pursuant to the terms hereof."

                  (g) Section 5.16 is replaced in its entirety as follows:

                           "SECTION 5.16.   Further Assurances.

                           (a) The Borrower at its cost shall take all actions
                           necessary or reasonably requested by the Collateral
                           Agent to maintain the Security Documents in full
                           force and effect and enforceable in accordance with
                           their terms, including (i) making filings and
                           recordations, (ii) making payments of fees and other
                           charges, (iii) issuing, and if necessary, filing or
                           recording supplemental documentation, including
                           continuation statements, (iv) discharging all claims
                           or other Liens, other than Permitted Encumbrances,
                           adversely affecting the rights of the Collateral
                           Agent in the collateral subject to such Security
                           Documents, (v) publishing or otherwise delivering
                           notice to third parties and (vi) depositing title
                           documents.

                           (b) On each anniversary of the Disbursement Date and
                           from time to time at the Borrower's option, the
                           Borrower shall obtain an appraisal, such appraisal to
                           be reasonably satisfactory to the Collateral Agent,
                           of the property that is stated to be subject to the
                           Security Documents (the "Collateral") and shall
                           either: (i) in the event that the Collateral has a
                           fair market value in excess of R$14,000,000, request
                           a release from the Collateral Agent, and the
                           Collateral Agent shall so release, property whose
                           fair market value equals such excess or (ii) in the
                           event that the Collateral has a fair market value
                           less than R$14,000,000, deliver to the Collateral
                           Agent an amendment to such Security Documents such
                           that the Collateral to be subject to the Security
                           Documents as so amended has a fair market value of at
                           least R$14,000,000."

                  (h) Section 5.17 is replaced in its entirety as follows:

                           "SECTION 5.17. Security Documents. The Borrower shall
                           (i) on or prior to the day that is twenty (20) days
                           after the Disbursement Date, register the Mortgage
                           Deed with the respective competent real estate
                           registry office and perform any other action required
                           in the judgment of the Collateral Agent in order to
                           perfect the first priority security interests created
                           by the Mortgage Deed, (ii) on or prior to the day
                           that is twenty (20) days after the execution thereof,
                           register the Equipment Pledge Agreement with the
                           respective

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<PAGE>   73
                           competent registry of titles and deeds and perform
                           any other action required in the judgment of the
                           Collateral Agent in order to perfect the first
                           priority security interests created by the Equipment
                           Pledge Agreement; (iii) promptly after such
                           registrations, provide notice to the Collateral Agent
                           satisfactory to it of such registrations and (iv) pay
                           all recording and other fees, taxes and expenses
                           related to such registrations."

                  (i) Section 8.01 (b) is amended by replacing the words
"Mortgage Deed" with the words "Security Documents".

                  (j) A new Exhibit F - Form of Equipment Pledge Agreement shall
be inserted after Exhibit E in the form of Annex 1 hereto.

                                  ARTICLE III
                         REPRESENTATIONS AND WARRANTIES

                  The Borrower represents and warrants as of the date hereof
that:

                  SECTION 3.01. Organization Powers. The Borrower is a
corporation duly organized, and validly existing under the laws of Brazil. The
execution, delivery and performance of this Amendment are within the Borrower's
corporate powers, have been duly authorized by all necessary corporate action,
and do not (i) contravene its charter, by-laws or other organizational documents
of the Borrower or any order of any Brazilian Governmental Authority applicable
to the Borrower, (ii) violate any law or regulation (including regulations of
the Central Bank) applicable to the Borrower, (iii) violate or result in a
default under any indenture, agreement or other instrument binding upon the
Borrower or its assets, or give rise to a right thereunder to require any
payment to be made by the Borrower or (iv) except for the Liens created by the
Security Agreements, result in the creation or imposition of any Lien on any of
its assets.

                  SECTION 3.02. Authorization, Enforceability. No authorization
or approval, or other action by, and no notice to or filing with, any Brazilian
Governmental Authority or any other third party is required to be obtained by
the Borrower for the due execution, delivery, or performance by it of this
Amendment. This Amendment has been duly executed and delivered by the Borrower
and constitutes the legal, valid and binding obligation of the Borrower,
enforceable in accordance with its terms, except as may be limited by (i)
bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the
enforcement of creditors' rights generally and (ii) the application of general
principles of equity (regardless of whether such enforceability is considered in
a proceeding in equity or at law).

                                   ARTICLE IV
                                  MISCELLANEOUS

                  SECTION 4.01. Credit Agreement Unchanged. Except to the extent
expressly amended hereby, the Credit Agreement shall remain unchanged and in
full force and effect.

                  SECTION 4.02. Entire Agreement. This Amendment constitutes the
entire agreement of the parties hereto with respect to the aforementioned
subject matter and shall supersede all prior agreements and understandings with
respect to the aforesaid subject matter.

                  SECTION 4.03. Incorporation by Reference. The terms and
provisions of Sections 9.01, 9.02, 9.03, 9.06, 9.07, 9.09, 9.10, 9.11 and 9.14
of the Credit Agreement are incorporated herein as if set forth herein, mutatis
mutandis.

                  SECTION 4.04. Borrowing Request. For the avoidance of doubt,
the parties hereto agree that a Borrowing Request may be delivered pursuant to
Section 2.03 of the Credit Agreement prior to Amendment Effective Date, provided
however, that if the conditions to such Amendment Effective Date specified in
Section 4.02 are not fulfilled and the Lenders have not made a Loan to the
Borrower in the amount of $50,000,000 during the

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<PAGE>   74
Additional Commitment Period, then Section 2.12 of the Original Credit Agreement
shall apply to such Borrowing Request as if such Borrowing Request had been made
pursuant to such Original Credit Agreement.

          NOTA DO TRADUTOR: Seguem tres paginas, todas numeradas de 6.


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                  IN WITNESS WHEREOF, this Amendment has been duly executed and
delivered by the duly authorized officer of each party hereto as of the date
first above written.

                                 TELEMIG CELULAR S.A.

                                 By       ______________________________________
                                          Name:    Signed by Antonio Jose
                                                   Ribeiro dos Santos
                                          Title:   President

                                 By       ______________________________________
                                          Name:    Signed by Luiz Gonzaga Leal
                                          Title:

                                 EXPORT DEVELOPMENT CORPORATION,
                                          as Lender

                                 By:      ______________________________________
                                          Name:
                                          Title:

                                 By:      ______________________________________
                                          Name:
                                          Title:


                                 ABN AMRO BANK N.V., as Administrative Agent

                                 By:      ______________________________________
                                          Name:
                                          Title:


                                     E-116
<PAGE>   76
                  IN WITNESS WHEREOF, this Amendment has been duly executed and
delivered by the duly authorized officer of each party hereto as of the date
first above written.

                                 TELEMIG CELULAR S.A.

                                 By:      ___________________________________
                                          Name:
                                          Title:

                                 By:      ___________________________________
                                          Name:
                                          Title:


                                 EXPORT DEVELOPMENT CORPORATION,
                                          as Lender

                                 By:      Signed by Howard Clysdale
                                          Name:
                                          Title:   Financial Services Manager

                                 By:      Signed by James Sparrow
                                          Name:
                                          Title:   Financial Services Manager


                                 ABN AMRO BANK N.V., as Administrative Agent

                                 By:      ___________________________________
                                          Name:
                                          Title:


                                     E-117
<PAGE>   77
         IN WITNESS WHEREOF, this Amendment has been duly executed and delivered
by the duly authorized officer of each party hereto as of the date first above
written.
                                 TELEMIG CELULAR S.A.

                                 By:      ______________________________________
                                          Name:
                                          Title:

                                 By:      ______________________________________
                                          Name:
                                          Title:


                                 EXPORT DEVELOPMENT CORPORATION,
                                          as Lender

                                 By:      ______________________________________
                                          Name:
                                          Title:

                                 By:      ______________________________________
                                          Name:
                                          Title:


                                 ABN AMRO BANK N.V., as Administrative Agent

                                 By:      Signed
                                          Name: Boris Espinoza
                                          Title: Assistant Vice President

                                 By:      Signed
                                          Name: Oscar Herrera
                                          Title:  Assistant Vice President


                                     E-118
<PAGE>   78
                                     Annex 1
                                    EXHIBIT F


                      [FORM OF EQUIPMENT PLEDGE AGREEMENT]


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