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                                                                    EXHIBIT 4(c)

                          DATED AS OF SEPTEMBER 9, 1997
                 TELECOMUNICACOES DE MINAS GERAIS S.A. (TELEMIG)
                                       AND
                         EXPORT DEVELOPMENT CORPORATION
                                 LOAN AGREEMENT

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TABLE OF CONTENTS

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PARTIES...........................................................................................................1

RECITALS..........................................................................................................1

ARTICLE I                      DEFINITIONS........................................................................1
         Section 1.01.         Definitions........................................................................1
         Section 1.02          Rules of Interpretation............................................................5

ARTICLE II                     REPRESENTATIONS AND WARRANTIES.....................................................5
         Section 2.01          Representations and Warranties.....................................................5

ARTICLE III                    LOAN...............................................................................8
         Section 3.01          Loan...............................................................................8
         Section 3.02          Currency and Manner of Advances....................................................8
         Section 3.03          Disclaimer.........................................................................8
         Section 3.04          Third Country Supply...............................................................9

ARTICLE IV                     REPAYMENT OF PRINCIPAL, PAYMENT OF INTEREST AND OTHER CHARGES......................9
         Section 4.01          Principal..........................................................................9
         Section 4.02          Interest...........................................................................9
         Section 4.03          Changes in Market, Additional Cost and Illegality.................................10
         Section 4.04          Place and Manner of Payment.......................................................12
         Section 4.05          No Deduction for Taxes............................................................12
         Section 4.06          Administration Fee................................................................13
         Section 4.07          Commitment Fee and Exposure Fee...................................................13
         Section 4.08          Costs and Expenses................................................................13
         Section 4.09          Application of Payments...........................................................14
         Section 4.10          Prepayment........................................................................14
         Section 4.11          Indemnities.......................................................................15

ARTICLE V                      LOAN ACCOUNTS.....................................................................15
         Section 5.01          Loan Accounts.....................................................................15

ARTICLE VI                     PREDISBURSEMENT CONDITIONS........................................................16
         Section 6.01          First Advance.....................................................................15
         Section 6.02          Each Advance......................................................................16
         Section 6.03          Waiver of Predisbursement Conditions..............................................16

ARTICLE VII                    COVENANTS OF BORROWER.............................................................17
         Section 7.01          Covenants of Borrower.............................................................17

ARTICLE VIII                   CANADIAN BENEFIT..................................................................19
         Section 8.01          Canadian Benefit..................................................................19

ARTICLE IX                     DEFAULT...........................................................................19
         Section 9.01          Events of Default.................................................................19
         Section 9.02          Suspension of Advances............................................................21
         Section 9.03          Termination of Advances and Acceleration..........................................22
         Section 9.04          Remedies Cumulative...............................................................22
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         Section 9.05          Performance of Borrower's Covenants...............................................22

ARTICLE X                      NOTICE............................................................................22
         Section 10.01         Notice............................................................................22

ARTICLE XI                     PROPER LAW AND JURISDICTION.......................................................23
         Section 11.01         Proper Law........................................................................23
         Section 11.02         Waiver of Immunity................................................................23
         Section 11.03         Submission to Jurisdiction........................................................24
         Section 11.04         Currency..........................................................................24
         Section 11.05         English Language..................................................................24

ARTICLE XII                    SEVERABILITY OF PROVISIONS........................................................25
         Section 12.01         Severability of Provisions........................................................25

ARTICLE XIII                   SUCCESSORS AND ASSIGNS............................................................25
         Section 13.01         Successors and Assigns............................................................25

ARTICLE XIV                    COUNTERPARTS......................................................................26
         Section 14.01         Counterparts......................................................................26

APPENDIX "1"                   LEGAL PROCEEDINGS
SCHEDULE "A"                   DISBURSEMENT PROCEDURES AGREEMENT
SCHEDULE "B"                   FORM OF OPINION OF BORROWER'S COUNSEL
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EDC LOAN NO 880-BRA-7615

THIS LOAN AGREEMENT dated as of September 9, 1997 is made

BETWEEN

                  TELECOMUNICACOES DE MINAS GERAIS S.A. (TELEMIG)
                           A Brazilian corporation having its head office
                           at Belo Horizonte,
                           Minas Gerais, Brazil
                           (the "BORROWER")

AND

                  EXPORT   DEVELOPMENT CORPORATION,
                           A corporation established by an Act of the Parliament
                           of Canada, having its head office at Ottawa, Canada
                           ("EDC")

                  WHEREAS EDC, at the request of the BORROWER, is prepared to
lend to the BORROWER up to USD21,250,000 on the terms and subject to the
conditions of this Agreement in order to finance the purchase of the GOODS AND
SERVICES;

                  NOW THEREFORE EDC and the BORROWER agree that:

                                   ARTICLE I
                                   DEFINITIONS

                  SECTION 1.01      Definitions.

                  In this Agreement unless the context otherwise requires:

                  "ADVANCE" means an amount advanced or, according to the
context, to be advanced to the BORROWER pursuant to Section 3.01 of this
Agreement;

                  "BANK" means Bank of Montreal, a Canadian Chartered bank
having its head office at Montreal, Quebec;

                  "BRAZIL" means the Federative Republic of Brazil;

                  "BUSINESS DAY" means any day on which banks are open for
business in New York, New York, U.S.A;

                  "CERTIFICATE OF REGISTRATION" means the Certificado de
Registro to be issued by the Banco Central do Brasil with respect to the loan
contemplated herein;

                  "CONTRACT" means contract CF.EPM-6/.04620./96-1 dated August
30, 1996 between Telecomunicacoes de Minas Gerais S.A (Telemig) and PROMON in
the amount of R$63,722,526.76 for the purchase of certain goods and services
including the GOODS AND SERVICES, as same may be amended from time to time with
the consent of EDC as provided in this Agreement;

                  "DPA" means the Disbursement Procedures Agreement of even date
herewith, between the BORROWER, EDC and the EXPORTER, substantially in the form
of Schedule "A";

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                  "ENCUMBRANCE" means any mortgage, lien, security interest,
pledge, charge, encumbrance or other type of preferential arrangement other than
liens arising by operation of law;

                  "EQUITY" with respect to any PERSON, means the sum of that
PERSON's unimpaired paid-in capital, surplus, free reserves and funds for
capitalization;

                   "EVENT OF DEFAULT" means any of the events or circumstances
described in Section 9.01;

                   "EXPORTER" means Nortel CALA Inc., a corporation incorporated
under the laws of Florida, U.S.A., a subsidiary of Northern Telecom Limited;

                  "EXPOSURE FEE" means the amounts payable by the BORROWER to
EDC pursuant to Section 4.07(b) in respect of ADVANCES;

                  "FIRST REPAYMENT DATE" means the sixth month following the
month of final ADVANCE or if such date is not a BUSINESS DAY, the next BUSINESS
DAY;

                   "GAAP" means generally accepted accounting principles in
BRAZIL;

                  "GOOD AND SERVICES" means certain cellular telecommunications
equipment and related services, which have been sold by the EXPORTER to PROMON
and which have been in turn sold by PROMON to the PURCHASER pursuant to the
CONTRACT, and meeting the Canadian benefit requirements of EDC;

                  "GOVERNMENTAL APPROVAL" means any consent, approval,
authorization, exemption, registration, filing, opinion or declaration from or
with, as the case may be, BRAZIL or any ministry, department, agency, autonomous
institution, instrumentality, corporation or other governmental entity of BRAZIL
or owned or controlled, directly or indirectly, by BRAZIL or any political
subdivision, taxing or other authority having jurisdiction with respect thereto
within the territory of BRAZIL;

                  "INDEBTEDNESS" means, with respect to any PERSON, (a) all
indebtedness of such PERSON for borrowed money or for deferred purchase price of
any PROPERTY or services; (b) all indebtedness created or arising under any
conditional sales or other title retention agreement with respect to any
PROPERTY acquired by such PERSON (including, without limitation, indebtedness
under any such agreement which provides that the rights and remedies of the
seller or lender thereunder in the event of default are limited to repossession
or sale of such PROPERTY); (c) all obligations under leases which shall have
been or BRAZIL, recorded as capitalized leases in respect of which such PERSON
is liable as lessee; (d) all direct and indirect guaranties (including, without
limitation, any aval) of such PERSON in respect of, and all obligations
(contingent or otherwise) of such PERSON to purchase or otherwise acquire, or
otherwise to assure a creditor against or in respect of, any indebtedness or
obligation referred to above in this paragraph in item (a), (b) or (c) of any
other PERSON; and (e) all indebtedness and obligations referred to above in this
paragraph in item (a), (b), (C) or (D) secured by (or for which the holder of
such indebtedness or obligation has an existing right, contingent or otherwise,
to be secured by an ENCUMBRANCE upon or in any PROPERTY of such PERSON, even
though such PERSON has not assumed or become liable for the payment of such
indebtedness or obligation;

                   "INTEREST PAYMENT DATE" means:

                   (a)                the FIRST REPAYMENT DATE; and

                   (b)                the dates which fall six and twelve months
                                      after the FIRST REPAYMENT DATE and each
                                      anniversary of those dates;

                   or, if any such date is not a BUSINESS DAY, the nest BUSINESS
                   DAY;

                  "INTEREST PERIOD" means:

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                   (a)                with respect to each ADVANCE, the period
                                      commencing on and including the date on
                                      which that ADVANCE is made and ending on
                                      and including the date preceding the next
                                      succeeding INTEREST PAYMENT DATE; or

                   (b)                with respect to interest on amounts in
                                      default not payable with respect to a
                                      particular ADVANCE, the period commencing
                                      on and including the date of default and
                                      ending on and including the date preceding
                                      the next succeeding INTEREST PAYMENT DATE;

                  and the period commencing on and including an INTEREST PAYMENT
DATE and ending on and including the date preceding the next succeeding INTEREST
PAYMENT DATE;

                  "LIBOR", for each INTEREST PERIOD means the rate per annum
determined as of two (2) days on which banks are open for business in London,
England before the first day of such INTEREST PERIOD for value on the first day
thereof as the average (rounded upwards to the nearest 1/16th of one per cent)
of the rates quoted at 11:00 a.m. (London, England time) on the REUTERS SCREEN
LIBOR PAGE by the banks used as reference banks for such service as the rates
offered by such banks for six-month deposits in UNITED STATES DOLLARS. If it is
not possible to determine LIBOR in this way for any INTEREST PERIOD, LIBOR shall
mean the rate per annum which the date of calculation, is prepared to accept as
a rate of return on deposits of UNITED STATES DOLLARS, with first class banks in
the London Interbank Market, or if the BANK cannot make US DOLLAR deposits in
London, then in the New York Interbank Market, in amounts equal or comparable to
the relevant amount advanced or principal outstanding, for a period comparable
to the relevant INTEREST PERIOD;

                  "PERMITTED LIENS" means in respect of the assets, income,
revenue or PROPERTY of the BORROWER those ENCUMBRANCES arising on property
purchased by the BORROWER as security for all or part of the unpaid purchase
price thereof;

                  "PERSON" means an individual, corporation, partnership, joint
venture, trust, unincorporated organization or other judicial entity of a
national state or any agency or political subdivision thereof,

                  "POTENTIAL DEFAULT" means any event or circumstance that, with
notice or lapse of time or both, would constitute an EVENT OF DEFAULT;

                  "PRIOR APPROVAL" means the Autorizacao Previa issued by the
Banco Central do Brasil with respect to the loan contemplated herein;

                   "PROMON" means Promon Eletronica Ltda., a company
incorporated under the laws of BRAZIL and having its head office in Sao Paulo,
Brazil;

                  "PROPERTY" means all assets, revenues, rights to receive
income and other property (whether tangible or intangible) of the applicable
PERSON;

                   "PURCHASER" means Telecomunicacoes de Minas Gerais S.A
(Telemig);

                  "R$" means the currency of Brazil;

                  "REUTERS SCREEN LIBO PAGE" means the display designated as
page "LIBO" on the Reuter Monitor Money Rates Services (or such other page as
may replace the LIBO page on that service for the purpose of displaying London
Interbank offered Rates);

                  "TAXES" means all present or future taxes (including stamp
taxes), levies, imposts, duties, fees, royalties, deductions and withholdings
together with any fines, penalties and interest thereof and any restrictions or
conditions resulting in an obligation to pay monies to a government or
governmental agency;

                  "TELEBRAS" means Telecomunicacoes Brasileiras S.A, a Brazilian
corporation having its head office at Brasilia, Brazil; and

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                  "UNITED STATES DOLLARS" and "USD" each means the currency of
the currency of the United States of America.




                   SECTION 1.02. Rules of Interpretation. In this Agreement
unless the context requires otherwise:

                   (a) the singular shall include the plural and vice versa;

                   (b) references to a "person" shall be construed as references
to any individual, firm, company, corporation, unincorporated body of persons or
any state or political subdivision there of or any government or any agency
thereof;

                   (c) whenever any person is referred to, such reference shall
be deemed to include the permitted assignees and successors of such person,
whether by operation of law, consolidation, merger, sale, amalgamation or
otherwise as applicable;

                   (d) references to a specified Article, Section or Schedule
shall be construed as references to that specified Article or Section of, or
Schedule to, this Agreement;

                   (e) references to any agreement or other instrument shall be
deemed to include such agreement or other instrument as it may from time to time
be modified, amended, supplemented or restated in accordance with its terms and,
where required hereunder, with he consent of EDC;

                   (f) the terms "hereof", "herein" and "hereunder" shall be
deemed to refer to this Agreement; and

                   (g) the heading of the Articles and Sections are inserted for
convenience only and shall not affect the construction or interpretation of this
Agreement.

                                   ARTICLE II
                         REPRESENTATIONS AND WARRANTIES

                   SECTION 2.01. Representations and Warranties.

                  The BORROWER represents and warrants to EDC as of the date of
this Agreement and, except as otherwise permitted or required hereunder, shall
be deemed to represent and warrant as of the date of each ADVANCE (and it shall
be a condition of EDC's obligation to make each ADVANCE and the marking of any
ADVANCE shall not constitute a waiver thereof). That:

                   (a) as of the date hereof, the BORROWER is a corporation duly
incorporated and organized and validly existing and in good standing under the
laws of BRAZIL;

                   (b) as of the date hereof, approximately 89% of the issued
and outstanding voting shares of the BORROWER are owned by TELEBRAS;

                   (c) the BORROWER has the power and authority to own its
property and assets and to carry on business as it is being carried on at the
date of this Agreement;

                   (d) the entering into and the performance of the terms of
this Agreement and the DPA and of each document to be delivered by the BORROWER
with respect to this Agreement;


                    (i) are within its corporate powers and have been duly
          authorized by all necessary corporate action; and

                    (ii) are not in violation of any law, statute, regulation,
          ordinance or decree of BRAZIL and are not contrary to public policy or
          public order in BRAZIL;

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                   (e) this Agreement and the DPA have been duly executed and
delivered and constitute direct, legal, valid and binding obligations of the
BORROWER enforceable against the BORROWER in accordance with their respective
terms;

                   (f) (i) all registrations, consents, licences and approvals
of any administrative agency or governmental or other body required under the
laws of BRAZIL in connection with the execution and delivery by the BORROWER of
this Agreement, the DPA and each document to be delivered by the BORROWER with
respect to this Agreement and for the performance of the terms thereof, and for
the validity and enforceability and admissibility in evidence thereof, have been
effected or obtained and are in full force and effect, except:

                   (A) the PRIOR APPROVAL;

                   (B) the CERTIFICATE OF REGISTRATION which will, inter alia,
allow the BORROWER to make payments to EDC in UNITED STATES DOLLARS of
principal, interest, fees, commissions and expenses provided for herein; and

                   (C) the approval of Banco Central do Brasil of any payment in
UNITED STATES DOLLARS or any other non-Brazilian currency not set forth in the
PRIOR APPROVAL or in the CERTIFICATE OF REGISTRATION;

                                   it is not necessary in order to ensure the
                  legality, validity, binding nature, enforceability or
                  admissibility in evidence of this Agreement or the DPA in
                  BRAZIL that any document be filed, recorded or enrolled with
                  any court or authority in BRAZIL or that any stamp,
                  registration or other like taxes be paid on or in relation to
                  this Agreement or the DPA, except as set forth in Section 2.01
                  (f)(i) and except that in order to ensure the legality,
                  validity, binding nature, enforceability or admissibility in
                  evidence of this Agreement and the DPA in BRAZIL (A) the
                  signatures of the parties to this Agreement and the DPA
                  signing outside BRAZIL must be notarized by a notary public
                  licensed as such under the law of the place of signing and the
                  signature of such notary public must be authenticated by a
                  consular official of BRAZIL (or, in the absence of such
                  notarization and consularization this Agreement and the DPA
                  must be registered with the competent register of titles and
                  deeds in BRAZIL) and (B) this Agreement and the DPA must be
                  translated into the Portuguese language by a sworn translator
                  prior to this Agreement and the DPA being admitted into
                  evidence before a court in BRAZIL;

                   (g) the BORROWER is subject to the civil commercial laws of
BRAZIL in respect of its obligations generally and is not entitled to claim for
itself or its assets immunity from jurisdiction, suit, judgment, execution,
attachment or other legal process in BRAZIL in respect of its obligations under
this Agreement;

                   (h) the obligations of the BORROWER under this Agreement rank
and will rank at least pari passu with all other unsecured and unsubordinated
indebtedness of the BORROWER;

                   (i) the assets and revenues of the BORROWER are not subject
to any ENCUMBRANCES other than PERMITTEE LIENS;

                   (j) the audited consolidated financial statements of the
BORROWER dated as of December 31, 1996, copies of which have been delivered to
EDC, are true and correct and accurately present the financial condition of the
BORROWER and the results of its consolidated operations for the period covered;
such financial statements have been prepared in accordance with GAAP applied on
a consistent basis, and between the date of those financial statements and the
date of this Agreement there has been no material adverse change in the
financial condition or in the business or assets of the BORROWER;

                   (k) there are no legal proceedings pending or, so far as is
known to the BORROWER, threatened before any court, arbitral, administrative
agency or governmental or other body having authority over it which could or
would materially adversely affect the financial condition or the operations of
the BORROWER or its obligations hereunder;

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                   (l) the BORROWER is not in violation of any term of its
incorporating instrument and bylaws or of any agreement, instrument evidencing
indebtedness, mortgage, franchise, licence, judgment, decree, order, statute,
rule, law, ordinance or regulation to which it or its business or assets are
subject; the entering into, performance and compliance with this Agreement and
the DPA and each document to be delivered by the BORROWER with respect to this
Agreement and the DPA will not result in any such violation or constitute a
default under or be in conflict with any such term, or create any mortgage,
lien, or ENCUMBRANCE upon any of the assets of the BORROWER pursuant to any such
term; and there is no such term which materially adversely affects or in the
future may (so far as the BORROWER can now foresee) materially adversely affect
the financial condition or the business or assets of the BORROWER or its ability
to perform its obligations hereunder;

                   (m) all payments to be made by the BORROWER hereunder are
exempt from any TAXES in BRAZIL and the BORROWER is not required by law to make
any deduction or withholding therefrom; and

                   (n) in any proceedings taken in BRAZIL for the enforcement of
this Agreement, the choice of Ontario law as the governing law of this Agreement
will be recognized by the Courts of BRAZIL; the irrevocable submission by the
BORROWER to the non-exclusive jurisdiction of the Courts of the Province of
Ontario is legal, valid, binding and enforceable; and any judgment obtained in
proceedings in the Province of Ontario would be enforced by the Courts of BRAZIL
in accordance with and subject to the procedure in BRAZIL, provided that such
judgment is previously confirmed by the Federal Supreme Court of BRAZIL, such
confirmation only occurring if such judgment: (I) fulfills all formalities
required for its enforceability under the laws of the country wherein it was
issued; (II) was issued by a competent court after service of process on the
BORROWER; (III) is not subject to appeal; (IV) was authenticated by a Brazilian
consulate in the country wherein it was issued; and (V) is not contrary to
Brazilian public policy (as provided in Article 17 of the Law of Introduction to
the Brazilian Civil Code).

                                  ARTICLE III

                                      LOAN

                   SECTION 3.01. Loan.

                  Subject to the terms and conditions of this Agreement and in
reliance on the foregoing representations and warranties, EDC agrees to lend to
the BORROWER up to USD21,250,000 at a fluctuating rate of interest as provided
in Section 4.02 to finance the purchase of the GOODS AND SERVICES, provided that
the aggregate of ADVANCES in respect to of GOODS AND SERVICES under the CONTRACT
shall not at any time exceed 85% of the aggregate purchase price of the GOODS
AND SERVICES under the CONTRACT.

                   SECTION 3.02. Currency and Manner of Advances.

                  Each ADVANCE shall be reimbursed by EDC to the BORROWER in
UNITED STATES DOLLARS in accordance with and subject to the provisions of the
DPA.

                   SECTION 3.03. Disclaimer.

                  Notwithstanding that ADVANCES under this Agreement are to used
to finance the purchase of the GOODS AND SERVICES, the BORROWER agrees that EDC
is under no obligation to determine the validity, legality or enforceability of
the CONTRACT or any other document or agreement relating to the GOODS AND
SERVICES. If part or all of the CONTRACT or any other document or agreement
relating to the GOODS AND SERVICES. If part or all of the CONTRACT or any
related document or any other document or agreement relating to the GOODS AND
SERVICES is repudiated or proves to be void, invalid, illegal or unenforceable,
or if there is any dispute between any party or parties, including without
limitation, Northern Telecom Limited, the EXPORTER, PROMON and the PURCHASER
relating to the GOODS AND SERVICES, such event shall not in any way affect or
impair the rights of EDC against the BORROWER under this Agreement or any
related document executed or issued by the BORROWER, or change in any way the
obligations of the BORROWER to EDC hereunder.

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                   SECTION 3.04. Third Country Supply.

                  No ADVANCE shall be made by EDC in respect of goods supplied
to the PURCHASER from a country other than Canada or in respect of non-Canadian
services, as determined by EDC, supplied to the PURCHASER without EDC's prior
written consent.

                                   ARTICLE IV
                             REPAYMENT OF PRINCIPAL,
                      PAYMENT OF INTEREST AND OTHER CHARGES

                   SECTION 4.01. Principal.

                  Subject to the provisions of Sections 4.03 and 4.10, the
BORROWER shall repay to EDC or its order, the aggregate of all ADVANCES in
twelve (12) consecutive semi-annual installments on successive INTEREST PAYMENT
DATES commencing on the FIRST REPAYMENT DATE. Each installment shall be in an
amount equal to the result obtained by dividing the aggregate of all ADVANCES
outstanding and not overdue hereunder thirty (30) days prior to the INTEREST
PAYMENT DATE on which such installment is due by the number of installments then
remaining; provided always that the last such installment shall be in the amount
necessary to repay in full the aggregate of all ADVANCES then outstanding.

                   SECTION 4.02. Interest.

                   (a) The BORROWER shall pay to EDC interest on the aggregate
of ADVANCES which are outstanding from time to time at the rate of LIBOR plus
1.0% per annum, calculated and payable in arrears on each INTEREST PAYMENT DATE.

                   (b) In the event of a payment default under this Agreement,
the BORROWER shall pay on demand default interest on any amount payable
hereunder at the rate determined under Section 4.02(a) as applicable increased
by one percent (1%) from the date of the payment default so long as such default
shall continue, compounded on each INTEREST PAYMENT DATE, before and after
demand and judgment, provided that interest shall not be charged on default
interest payable pursuant to this Section 4.02(b).

                   (c) If an ADVANCE is made within thirty (30) days before an
INTEREST PAYMENT DATE, interest shall be calculated from the date of the ADVANCE
but be paid on such ADVANCE starting only on the second INTEREST PAYMENT DATE
after the ADVANCE was made.

                   (d) Each determination of a rate of interest by EDC shall be
conclusive evidence, in the absence of manifest error, of such rate of interest
and shall promptly be notified to the BORROWER. In each case interest shall be
calculated on the basis of the actual number of days elapsed divided by 360.

                  The actual yearly rates of interest equivalent to each of the
rates determined as above and calculated in such manner is such rate multiplied
by the actual number of days in the year divided by 360.

                   SECTION 4.03. Changes in Market, Additional Cost and
Illegality.

                   (a) If prior to the commencement of any INTEREST PERIOD, EDC
shall have determined (which determination shall be final, conclusive and
binding upon the BORROWER) that the ability of EDC to make or maintain ADVANCES
in UNITED STATES DOLLARS during the ensuing INTEREST PERIOD has become
impractical or has been materially adversely affected because:

                    (i) of any material adverse change in or the termination of
          the London Interbank Eurodollar Market for UNITED STATES DOLLARS;

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                    (ii) there exist no adequate and fair means for ascertaining
          the rate of interest applicable to the principal indebtedness of the
          BORROWER to EDC constituted by ADVANCES for such INTEREST PERIOD; or

                    (iii) deposits in UNITED STATES DOLLARS are not available to
          the BANK in the London Interbank Eurodollar Market in sufficient
          amounts in the ordinary course of business for such INTEREST PERIOD;

                                   in any such case, EDC shall promptly notify
                  the BORROWER of such determination and shall, within the next
                  succeeding sixty (60) days after such notice deliver to the
                  BORROWER the terms of a substitute basis for the continuation
                  of the indebtedness of BORROWER pursuant to Section 4.01 which
                  is, financially, the substantial equivalent to EDC of the
                  basis provided herein, including without limitation, the
                  continuation of such indebtedness in a freely convertible
                  currency other than UNITED STATES DOLLARS or the funding of
                  such indebtedness in a financial market other than the London
                  Interbank Eurodollar Market. The terms of the substitute basis
                  for such indebtedness shall be retroactive to and effective
                  from the beginning of the current INTEREST PERIOD and the
                  provisions of this Agreement respecting such indebtedness of
                  the BORROWER shall be, ipso facto, amended to accord with the
                  terms of the substitute basis.

                  Notwithstanding anything to the contrary contained in this
Agreement respecting prepayment, if EDC gives the notice provided for in this
Section 4.03(a), the BORROWER shall have the right, upon notice to that effect
(which shall be irrevocable and shall constitute the BORROWER's undertaking to
prepay accordingly) delivered to EDC at least thirty (30) days prior to the next
INTEREST PAYMENT DATE, to prepay in full on such INTEREST PAYMENT DATE the
principal indebtedness of the BORROWER pursuant to Section 4.01 together with
interest accrued thereon at the substitute basis and all sums due hereunder with
respect to such indebtedness to the date of such prepayment.

                  In the event of such prepayment, the obligation of EDC to make
any further ADVANCES shall, at the option of EDC, thereupon terminate. If the
BORROWER does not give such notice and prepay in accordance with the foregoing,
then the BORROWER shall execute and deliver to EDC at the BORROWER's expense any
and all further instruments as EDC deems necessary or advisable to reflect the
substitute basis for the indebtedness of the BORROWER pursuant to Section 4.0l.

                   (b) In the event that a law or regulation is enacted or
changed or the interpretation or administration thereof is changed by the
administering governmental authority, or in the event that a judgments is
rendered which subjects EDC to any tax with respect to payments to be made by
the BORROWER to EDC hereunder (except for taxes on the overall net income of EDC
and those taxes contemplated by Section 4.05), or imposes or modifies any
reserve or similar requirements against assets held by, or deposits in or for
the account of, or loans by, an office EDC, or imposes on EDC any other
condition with respect to this Agreement with the result that the cost to EDC of
making or maintaining ADVANCES is increased or the income receivable by EDC in
respect to of the principal indebtedness of the BORROWER to EDC hereunder is
reduced by an amount which EDC deems to be material, the BORROWER shall pay to
EDC on demand that amount which shall compensate EDC for such additional cost or
reduction in income. Upon EDC having determined that it is entitled to
additional compensation in accordance with the provisions of this Section
4.03(b), EDC shall promptly notify the BORROWER thereof. A certificate of EDC
setting forth the amount of such additional compensation and the basis therefor
shall be submitted by EDC to the BORROWER and shall be conclusive evidence of
such amount. In the event EDC gives the notice provided for in this Section 4.03
(b), the BORROWER shall have the right, upon written notice to that effect
(which shall be irrevocable and shall constitute the BORROWER's undertaking to
prepay accordingly) delivered to EDC at least thirty (30) days prior to the nest
INTEREST PAYMENT DATE, to prepay in full on such INTEREST PAYMENT DATE the said
principal indebtedness of the BORROWER together with accrued interest thereon,
all other sums due hereunder with respect to such indebtedness and the
additional compensation to the date of such prepayment (but without the premium
contemplated in Section 4.10). In the event of such prepayment, the obligation
of EDC to make any further ADVANCES shall, at the option of EDC, thereupon
terminate. The obligations of the BORROWER under this Section 4.03(b) shall
survive the repayment to EDC of the principal of and interest on the
indebtedness of the BORROWER to EDC hereunder.

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<PAGE>   12
                   (c) If it shall become unlawful in any relevant jurisdiction
for EDC to continue to make or to maintain ADVANCES or for EDC to make or
receive any payment or to perform, exercise or to give effect to any obligation,
right or benefit under this Agreement or any related document, the BORROWER
shall prepay to EDC upon request by EDC, forthwith or at the end of such period
as EDC shall have permitted, that portion of the principal indebtedness of the
BORROWER pursuant to Section 4.01 affected by such illegality, together with
interest accrued thereon up to the date of actual prepayment and, where
applicable, all other sums due hereunder with respect to such indebtedness (but
without the premium contemplated in Section 4.10). In the event of any such
illegality, the obligation of EDC to make any further ADVANCES shall, at the
option of EDC, thereupon terminate.

                   SECTION 4.04. Place and Manner of Payment.

                  Amounts payable by the BORROWER to EDC pursuant hereto shall
be paid in UNITED STATES DOLLARS without set-off or counterclaim not later than
11:00 a.m. (New York City time) on the day such payment is due and in funds for
same-day settlement required to be made hereunder at Citibank N.A., 111 Wall
Street, New York 10043, U.S.(a) for the credit of EDC, UID number 189284,
account number 38636645, or at such other account or financial institution as
EDC may, from time, notify the BORROWER.

                   SECTION 4.05. No Deduction for Taxes.

                   (a) All payments to be made by the BORROWER to EDC hereunder
shall be made free and clear of and without deduction for or on account of any
TAXES (other than TAXES imposed in Canada) unless the BORROWER is required by
law to make such a payment subject to the deduction or withholding of such
TAXES, in which case the sum payable by the BORROWER in respect if which such
deduction or withholding is required to be made shall be increased to the extent
necessary to ensure that, after the making of the required deduction or
withholding, EDC receives and retains (free from any liability in respect of any
such deduction or withholding) a net sum equal to the sum which it would have
received and so retained had no such deduction or withholding been made or
required to be made. The BORROWER will pay or cause to be paid all taxes imposed
(other than in Canada) on or in connection with the execution, issuance,
delivery, registration and enforcement of this Agreement or the payment of
principal, interest or any other charges payable by the BORROWER hereunder,
including all additional amounts and penalties payable in respect of any delay
or the BORROWER to pay such TAXES. and shall deliver to EDC proof of payment of
all such TAXES within thirty (30) days of the due date for such payment.

                   (b) If the BORROWER cannot legally pay or remit such TAXES as
provided in Section 4.05, the rate of interest payable under this Agreement
shall be increased to such rate ass will yield to EDC, after payment of such
TAXES, the principal amounts advanced by EDC with interest at the rate specified
in this Agreement, and all other amounts payable by the BORROWER hereunder. The
BORROWER will, at the request of EDC, execute and deliver any further
instruments necessary or advisable to reflect such increase in the rate of
interest.

                   SECTION 4.06. Administration Fee.

                  As a non-refundable administration fee the BORROWER shall pay
to EDC the sum of USD 185,938 by the later of thirty (30) days from the date of
this Agreement or five (5) days from the date of issuance of the CERTIFICATE OF
REGISTRATION.

                   SECTION 4.07. Commitment Free and Exposure Fee.

                   (a) As commitment fee, the BORROWER shall pay to EDC on each
INTEREST PAYMENT DATE from the date of this Agreement (or failing the issuance
of the CERTIFICATE OF REGISTRATION, within five (5) days from the issuance
thereof) a sum equal to 1 / 2 of 1% of that portion of USD21,250,000 remaining
unadvanced from time to time pursuant to Section 3.01, and including the date on
which the amounts to be advanced pursuant to Section 3.01 have been fully
advanced. Commitment fee shall be calculated on the basis of the actual number
of days elapsed divided by 360.

                                      E-13
<PAGE>   13
                   (b) As EXPOSURE FEE, the BORROWER shall pay to EDC within
thirty (30) days of the date of an ADVANCE or ADVANCES (or failing the issuance
of the CERTIFICATE OF REGISTRATION, within five (5) days from the issuance
thereof), an amount equal to 3.89% of the amount of such ADVANCE or ADVANCES as
the case may be.

                   SECTION 4.08. Costs and Expenses.

                   (a) In respect of the preparation, negotiation and execution
of this Agreement and the DPA, the BORROWER shall pay to EDC:

                    (i) within thirty (30) days of the date of this Agreement
          (or failing the issuance of the CERTIFICATE OF REGISTRATION, within
          five (5) days from the issuance thereof) a documentation cost of
          USD3,000;

                    (ii) within thirty (30) days of EDC's billing therefore (or
          failing the issuance of the CERTIFICATE OF REGISTRATION, within five
          (5) days of the issuance thereof) all costs and expenses incurred by
          EDC in connection with this Agreement (including without limitation,
          reasonable travel costs of EDC and the fees and expenses of
          independent legal counsel for EDC);

                    (iii) within thirty (30) days of EDC's billing therefor (or
          failing the issuance of the CERTIFICATE OF REGISTRATION, within five
          (5) days of the issuance thereof) the fees to be charged by C T
          Corporation System (Canada) Ltd. To EDC for the performance by CT
          Corporation System (Canada) Ltd. Of the services to be performed by it
          on behalf of the BORROWER as referred to at Section 6.01 (d);

                    wherein the aggregate of (I), (II) and (III) above shall not
                    exceed USD 21,250

                   (b) The BORROWER will pay within thirty (30) days of EDC's
billing therefor, all costs and expenses incurred by EDC in connection with the
amendment of, operation of, preservation of, preservation of rights under or
enforcement of this Agreement to this Section 4.08(b) exceed the amount of USD
21,250 referred to in Section 4.08(a), the BORROWER shall not be required to
remit any such amount to EDC until such time as it has either obtained the
necessary permission from the Banco Central do Brasil authorizing the remittance
to EDC of such sums or the permission of the Banco Central do Brasil is no
longer required for such remittance. The BORROWER hereby promises to do or cause
to be done all such things as may be required in order to obtain any such
permission from the Banco Central do Brasil.

                   (c) All documents or information to be furnished to EDC by
the BORROWER shall be supplied at the BORROWER's expense.

                   SECTION 4.09. Application of Payments.

                  All payments (other than a prepayment pursuant to Section 4.03
or 4.10) made by or for the account of the BORROWER under this Agreement shall
be applied first to all amounts then due and payable other than principal and
interest in such order as EDC may elect, then to interest due and payable, then
to principal due and payable, and lastly, to prepayment of installments of
principal in inverse order of maturity.

                   SECTION 4.10. Prepayment.

                  The BORROWER may, when not in default hereunder, on the
INTEREST PAYMENT DATE after the FIRST REPAYMENT DATE and any INTEREST PAYMENT
DATE thereafter, upon giving in each case at least ninety (90) days prior notice
to EDC (which notice shall be irrevocable and shall constitute the BORROWER's
irrevocable undertaking to prepay accordingly), and on payment of a compensation
fee (the "Compensation Fee") equal to thirty (30) days interest on the principal
amount being prepaid calculated at the rate per annum specified in Section 4.02,
prepay the principal indebtedness of the BORROWER hereunder pursuant to Section
4.01 in whole or from time in part (such part being in each instance not less
than the amount of one

                                      E-14
<PAGE>   14
installment of principal payable with respect to such ADVANCE pursuant to
Section 4.01 or a whole multiple thereof). The BORROWER shall not have the right
to make any prepayment prior the FIRST REPAYMENT DATE. Prepaid amounts will be
applied to installments payable in inverse order of maturity and shall not be
re-advanced. In lieu of giving ninety (90) days notice of prepayment, or to make
a prepayment before the second INTEREST PAYMENT DATE after the FIRST REPAYMENT
DATE, the BORROWER may pay to EDC, in addition to the Compensation Fee, an
additional amount equal to the Compensation Fee.

                   SECTION 4.11. Indemnities.

                  The BORROWER shall indemnify and hold harmless EDC against any
loss (including loss of profit), costs, damage, liability or expense which EDC
shall certify as sustained or sustained or incurred by EDC as a consequence of:

                   (a) any default in repayment of principal or payment of
interest or any other amount due hereunder;

                   (b) the delay or failure of the BORROWER to make payment of
or in respect of any TAXES pursuant to Section 4.05;

                   (c) any payment of principal being made on other than an
INTEREST PAYMENT DATE or any prepayment of principal being made otherwise than
in accordance with Section 4.10; or

                   (d) the occurrence of an EVENT OF DEFAULT;

                   including, in any such case, but not limited to, any loss,
costs, damage, liability or expenses sustained or incurred by EDC in liquidating
or re-employing deposits or funds from third parties acquired or to be acquired
to make ADVANCES or maintain or continue any amount already advanced or any part
thereof. The obligations of the BORROWER under this Section 4.11 shall survive
the repayment to EDC of the principal of and interest on the indebtedness of the
BORROWER to EDC hereunder.

                                   ARTICLE V
                                  LOAN ACCOUNTS

                   SECTION 5.01. Loan Accounts.

                  EDC shall maintain loan accounts in the name of the BORROWER
in accordance with normal business practices. The loan accounts of EDC shall be
prima facie evidence (in the absence of manifest error) of the indebtedness of
the BORROWER to EDC and of the amounts due from time to time by the BORROWER to
EDC under this Agreement.

                                   ARTICLE VI
                           PREDISBURSEMENT CONDITIONS

                   SECTION 6.01. First Advance.

                  EDC shall have no obligation to make any ADVANCES until EDC
has received:

                   (a) executed copies of this Agreement, the DPA and the
CONTRACT;

                   specimen signatures of authorized signatories of the BORROWER
(if the specimen signatures of the authorized signatories have not been
previously delivered to EDC), together with a certified or original copy of the
resolution of the Board of Directors of the Borrower authorizing the entering
into of the transaction contemplated herein and the constituting by-laws
("estatuta") of the Borrower by EDC;

                   (b) the PRIOR APPROVAL reflecting the of this Agreement;

                                      E-15
<PAGE>   15
                   (c) confirmation from C T Corporation System (Canada) Ltd.
That it agreed to act as agent for receipt of service for the BORROWER, as
provided in Section 11.03;

                   (d) the opinion of counsel for the BORROWER, substantially in
the form of Schedule "B"; and

                   (e) the opinion of counsel for EDC in BRAZIL, to such effect
as EDC may require.

                   SECTION 6.02. Each Advance.

                   EDC shall have no obligation no make any ADVANCE unless each
of the following additional terms and conditions have been satisfied at the time
the ADVANCE is to be made:

                   (a) except as permitted or required hereunder, each of the
representations and warranties set forth in Section 2.01 hereof shall be true
and correct as if made and repeated on the date of the ADVANCE with reference to
the facts then existing;

                   (b) EDC shall have received a PRIOR APPROVAL with respect to
such ADVANCE;

                   (c) There shall have been no material adverse change in the
financial condition or in the business or assets of the BORROWER since the date
of the most recent financial statements provided to EDC by the BORROWER;

                   (d) The provisions of the DPA shall have been complied with
in respect of the ADVANCE; and

                   (e) No EVENT OF DEFAULT or POTENTIAL DEFAULT shall have
occurred and be continuing.

                   SECTION 6.03. Waiver of Predisbursement Conditions.

                  The conditions in Sections 6.01 and 6.02 are the benefit of
EDC only and may be waived by EDC (except as contemplated in Section 8.01 of the
DPA) in whole or in part, and with or without conditions for any ADVANCE without
affecting such conditions for any other ADVANCE.

                                  ARTICLE VII
                              COVENANTS OF BORROWER

                   SECTION 7.01. Covenants of Borrower.

                  The BORROWER covenants and agrees with EDC that, unless
compliance has been waived by EDC, it will:

                   (a) punctually pay to EDC all principal, interest and any
other amounts owing by it under this Agreement on the dates, at the place, in
the currency and in the manner specified herein;

                   (b) carry on its business in a proper and businesslike manner
and maintain all properties, rights, contracts and authorizations necessary or
useful in the conduct of its business;

                   (c) within one hundred and twenty (120) days after the end of
each financial year, deliver to EDC a copy of its audited consolidated financial
statements (including a balance sheet and statement of profit and loss), with a
certificate of its independent auditors, who shall be acceptable to EDC, stating
that in their opinion, (I) without any material qualification, the statements
accurately present the financial position of the BORROWER and the results of its
operations for the financial year reported on, in accordance with GAAP
consistently applied; and

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<PAGE>   16
(II) the BORROWER has been during such financial year in compliance with the
financial covenants set forth in Section 7.01(I);

                   (d) from time to time deliver to EDC such other financial and
operating reports, statements and other information as EDC may request;

                   (e) keep its assets and business insured in the manner and to
the extent customary in BRAZIL for similar businesses;

                   (f) obtain and maintain in force any authorization or
registration from any official or agency of BRAZIL or any political subdivision
thereof which may be or may become necessary for the BORROWER to fulfill its
obligations hereunder and provide evidence thereof promptly to EDC, including
without limitation, (I) the PRIOR APPROVAL in respect of this Agreement, which
will be obtained before the first ADVANCE hereunder; (II) the CERTIFICATE OF
REGISTRATION which will be applied for promptly and in any event not later than
thirty (30) calendar days after the date in which each such ADVANCE is made ;
and (III) the approval from the Banco Central do Brasil to make any payments in
US DOLLARS or any other non-Brazilian currency not set forth in the prior
approval or CERTIFICATE OF REGISTRATION or to make any payment provided for
therein earlier than the due date or later than one hundred and eighty (180)
calendar days after the due date thereof, which will be applied for promptly and
in any event not later than thirty (30) calendar days after the date on which
approval is necessitated; and the BORROWER shall thereafter do all things
necessary to obtain such approval;

                   (g) ensure that at all times its obligations under this
Agreement rank at least pari passu in priority of payment with all other
INDEBTEDNESS of the BORROWER now or hereafter outstanding, except for
obligations mandatorily preferred under Brazilian law;

                    (i) ensure that should the BORROWER create or permit to
          subsist any ENCUMBRANCE (other than PERMITTED LIENS) on any of its
          assets, income or PROPERTY as security for any INDEBTEDNESS such
          ENCUMBRANCE will equally and ratably secure the payment of the
          principal and interest under this Agreement;

                    (ii) ensure that at all times the BORROWER maintains a ratio
          of INDEBTEDNESS to EQUITY not greater than 0.75:1;

                   (h) not merge, consolidate or otherwise combine with any
PERSON or dispose of substantially all of its PROPERTY unless (I) the
corporation (if other than the BORROWER) formed by or resulting from any such
consolidation or merger or which shall have received such PROPERTY shall be a
corporation organized and existing under the laws of BRAZIL and shall assume
payment of the principal and interest and the performance and observance of all
of the covenants and conditions of this Agreement to be performed or observed by
the BORROWER by instruments, legislation or other measures satisfactory to EDC;
and (II) the BORROWER or such successor corporation, as the case may be, shall
be in compliance with this Agreement immediately thereafter; and (III) the
creditors of the BORROWER including EDC shall not be put into a less favorable
position by reason of or in connection with any such action or combination of
such actions;

                   (i) not permit the sale, lease, assignment or other
disposition of the goods comprised in the GOODS AND SERVICES to third parties
for use in Canada;

                   (j) not permit the cancellation or termination of any
CONTRACT or permit the making of any amendments which relate to the price of,
the terms and manner of payment for, the time and manner of delivery of the
GOODS AND SERVICES or which reduce the Canadian content of the GOODS AND
SERVICES;

                   (k) cause the GOODS AND SERVICES to be accepted in compliance
with the terms of the relevant CONTRACT;

                   (l) upon EDC's request, promptly provide evidence
satisfactory to EDC that the BORROWER has complied with the covenants which it
has given in this Agreement;

                                      E-17
<PAGE>   17
                   (m) promptly notify EDC of any dispute under the CONTRACT of
which it becomes aware;

                   (n) promptly notify EDC of the occurrence of any EVENT OF
DEFAULT and any POTENTIAL DEFAULT, and of any other matter which could
materially adversely affect the financial condition or the business and/or
assets of the BORROWER, or its ability to perform its obligations hereunder, as
well as of the steps being taken to remedy the same; and

                   (o) if required under the applicable laws of BRAZIL,
forthwith after their execution procure the consularization of this Agreement
and the DPA and their translation into Portuguese.

                                  ARTICLE VIII
                                CANADIAN BENEFIT

                   SECTION 8.01. Canadian Benefit.

                  The BORROWER acknowledges that EDC has entered into this
Agreement to finance goods and services of Canadian manufacture and origin, and
that the GOODS AND SERVICES shall have the maximum practicable Canadian benefit.
It is the responsibility of the EXPORTER to satisfy EDC that EDC's Canadian
benefit requirements are being met.

                                   ARTICLE IX
                                     DEFAULT

                   SECTION 9.01. Events of Default.

                  The occurrence of any of the following shall be a default by
the BORROWER under this Agreement:

                   (a) the non-payment when due of any sum payable hereunder,
whether at maturity, by acceleration or otherwise;

                   (b) the failure to obtain or the revocation, suspension or
non-renewal of any authorization necessary for the BORROWER to acquire and remit
UNITED STATES DOLLARS to EDC as provided in Section 4.04 hereof;

                   (c) any default shall occur and be continuing under any
agreement with EDC (or any agreement involving EDC and other PERSONS) to which
the BORROWER or TELEBRAS is a party as borrower or guarantor involving
INDEBTEDNESS;

                   (d) any default (I) in payment shall occur and be continuing
under any agreement involving INDEBTEDNESS other than those specified in ( c )
to which the BORROWER or TELEBRAS is a party as borrower or guarantor; or (II)
other than a payment default referred to in (I), shall occur and be continuing
under any agreement involving INDEBTEDNESS other than those specified in ( c )
to which the BORROWER or TELEBRAS is party as borrower or guarantor and (A)
which gibes to the holder of the obligations concerned the right to accelerate
such INDEBTEDNESS as the result of any such default which has not been expressly
waived by such holder of the obligation in respect of such agreement; or (B)
such default has not been cured within thirty (30) calendar days from its
occurrence, provided however that any such default be in respect of na agreement
involving INDEBTEDNESS in an amount exceeding USD 2,000,000 in the case of the
BORROWER and USD10,000,000 in the case of TELEBRAS;

                   (e) the BORROWER shall be liquidated or dissolved or shall be
unable to pay all or a significant portion of its debts as they mature (whether
at scheduled maturity or by required prepayment, acceleration, demand or
otherwise) or, if permitted by applicable law, shall make or file voluntarily,
or shall have filed against it involuntarily, whether by means of petition,
answer or otherwise, (I) a petition in bankruptcy; (II) a petition, liquidation,
dissolution, arrangement or readjustment of its debts or any other relief under
any applicable

                                      E-18
<PAGE>   18
bankruptcy, insolvency, reorganization, or similar law now or hereafter existing
affecting creditors' rights generally or for the relief of, or relating to,
debtors; (III) an application for the process of controlled administration or
preliminary concordata; (IV) a petition or application for the appointment of a
liquidator, receiver, assignee, trustee, intervenor or similar official for it
or for all or a substantial part of its PROPERTY; (v) an assignment for the
benefit of creditors; (VI) an admission in writing of its inability to pay its
debts; or (VII) a warrant of attachment against all or a substantial part of its
PROPERTY; and, in any such case where such event is not initiated by the
BORROWER, such event is not set aside or withdrawn or ceases to be in effect
within thirty (30) calendar days after its inception;

                   (f) one more judgments or orders from which no further appeal
is permissible under applicable law for the payment of money aggregating in
excess of USD 2,000,000 shall be rendered against the BORROWER, and such
judgment or order shall continue unsatisfied and in effect for a period of
thirty (30) consecutive calendar days;

                   (g) BRAZIL shall cease to be a member of the International
Monetary Fund;

                   (h) All or a substantial part of the PROPERTY of the
BORROWER, if the whole or part of such PROPERTY shall be material to the
BORROWER considered as a whole, shall be condemned, seized or otherwise
appropriated, or custody of such PROPERTY shall be assumed by any governmental
authority or court of other PERSON purporting to act under the authority of the
federal government of any jurisdiction, or the BORROWER shall be prevented from
exercising normal control over all or a substantial part of its PROPERTY, if the
whole or part of such PROPERTY shall be material to the BORROWER considered as
whole, and such default is not remedied within thirty (30) calendar days after
it occurs;

                   (i) Any GOVERNMENTAL APPROVAL (including without limitation
any authorization required to obtain and transfer freely UNITED STATES DOLLARS
out of BRAZIL in connection with this Agreement) shall be revoked, withdrawn,
modified or withheld or shall otherwise fail to remain valid and subsisting in
full force and effect;

                   (j) TELEBRAS shall cease to own directly or indirectly a
majority of the capital stock with voting power of the BORROWER;

                   (k) The BORROWER shall cease to carry on the whole or any
substantial part of the business conducted by it at the date of this Agreement
or there shall occur any substantial change in the nature of the business
carried on by the BORROWER;

                   (l) if the BORROWER sells or otherwise disposes of all or a
substantial part of its assets by one or more transactions without the prior
consent of EDC;

                   (m) if the BORROWER's obligation hereunder are no longer
direct, unconditional and general obligations of the BORROWER ranking at least
pari passu in priority of payment with all other unsecured and unsubordinated
indebtedness of the BORROWER;

                   (n) if any court makes any judgment or order, or any law,
ordinance, decree or regulation is enacted, the effect of which is to make this
Agreement, or the DPA or any material provision hereof or thereof, invalid or
unenforceable, and the BORROWER fails to provide acceptable replacement
documents to EDC evidencing and, where applicable, securing its indebtedness
under this Agreement within thirty (30) days of such event;

                   (o) if any representation or warranty made by the BORROWER
herein or by or on behalf of the BORROWER in any related document or opinion
shall have been incorrect when made or deemed to be made;

                   (p) if any other event or circumstance occurs which, in the
opinion of EDC, is likely materially and adversely to affect the ability of the
BORROWER to perform all or any of its obligations under this Agreement; or

                                      E-19
<PAGE>   19
                   (q) if the BORROWER defaults, in the due performance or
observance of any terms of this Agreement other than those specifically dealt
with in this Section 9.01, which is not remedied within thirty (30) days after
notice by EDC to do so.

                   SECTION 9.02. Suspension of Advances.

                  If at any time, (a) an EVENT OF DEFAULT or POTENTIAL DEFAULT
occurs and is continuing; or (b) in the reasonable judgment of EDC, an event or
circumstance occurs which makes it unlikely that the BORROWER will be able to
perform its obligations under this Agreement on a timely basis. EDC may, without
prejudice to the BORROWER's obligations hereunder, by notice to the BORROWER,
suspend EDC's obligation to make ADVANCES, which suspension will continue until
EDC notifies the BORROWER that the suspension is removed.

                   SECTION 9.03. Termination of Advances and Acceleration.

                  If an EVENT OF DEFAULT occurs and is continuing, EDC may by
one or more notices to the BORROWER do one or more of the following:

                   (a) declare that EDC is under no further obligation to make
ADVANCES, whereupon such obligation shall cease;

                   (b) declare that all or part of the indebtedness hereunder be
payable on demand whereupon the same shall immediately become payable on demand;
and

                   (c) declare all or part of the indebtedness of the BORROWER
under this Agreement to be immediately due and payable, whereupon the same shall
become immediately due and payable, together with all accrued interest and any
other amounts payable under this Agreement without any further demand or notice
of any king.

                   SECTION 9.04. Remedies Cumulative.

                  The rights and remedies of EDC under this Agreement are
cumulative and are in addition to, and not in substitution for, any rights or
remedies provided by law. Any single or partial exercise by EDC of any right
under this agreement, or any failure to exercise or delay in exercising any such
rights shall not be or be deemed to be a waiver of, or to prejudice any rights
or remedies to which EDC may be entitled for any EVENT OF DEFAULT or POTENTIAL
DEFAULT. Any waiver by EDC of the strict compliance with any term of this
Agreement or any related document shall not be deemed to be a waiver of any
subsequent default.

                   SECTION 9.05. Performance of Borrower's Covenants.

                  If the BORROWER is in default hereunder, then EDC may, without
waiving or releasing the BORROWER from any of its obligations and without
prejudice to any right or remedy of EDC, observe and perform any covenant in
respect of which the BORROWER is in default and in that connection pay such
monies as may be required. Any such monies paid out by EDC shall be repayable to
EDC on demand, with interest at the rate specified and calculated in the manner
described in Section 4.02(a), from the date of payment by EDC.

                                   ARTICLE X
                                     NOTICE

                   SECTION 10.01. Notice.

                  Every notice, demand, request, consent, waiver or agreement
under this Agreement shall be in writing. All such documents shall be
hand-delivered or sent by prepaid air mail, telex or telefax to the following
addresses:

                                      E-20
<PAGE>   20
                   for the BORROWER,

                           TELECOMUNICACOES DE MINAS GERAIS S.A (TELEMIG)
                           Av. Afonso Pena
                           4001 - 4(0)Andar
                           Belo Horizonte, Minas Gerais
                           Attention:       Director Economico - Financeiro
                           Telefax: (031)229-3036

                   For EDC,

                           EXPORT DEVELOPMENT CORPORATION
                           151 O'Connor Street
                           Ottawa, Canada K1A 1K3
                           Attention:       Information Technologies Team
                           Telex:           053-4136 EXCREDCORP OTT
                           Telefax: (613) 598-6858

                  Or such other address or numbers as to which either party may
from time to time notify the other. Documents sent by mail will be deemed to be
received the 15th business day after mailing, and those transmitted by telex or
telefax the second Business Day after transmission. In this Agreement, "in
writing" includes printing, typewriting, or any electronic transmission that can
be reproduced as printed text, on paper, at the point of reception. In this
Section 10.01, "Business Day" means a day in the recipient's jurisdiction when
banks are generally open for public business.

                                   ARTICLE XI
                           PROPER LAW AND JURISDICTION

                   SECTION 11.01. Proper Law.

                  This Agreement is made under and shall be governed by and
construed in accordance with the laws of the Province of Ontario and the laws of
Canada applicable therein.

                   SECTION 11.02. Waiver of Immunity.

                  The BORROWER agrees that this Agreement and the transactions
contemplated herein constitute a commercial activity within the meaning of the
State Immunity Act of Canada. The BORROWER hereby irrevocably waives any right
of immunity which it or any of its property has or may acquire in respect of its
obligations hereunder including without limitation, any immunity from
jurisdiction, suit, judgment, set-off, execution, attachment (and in an action
in rem, arrest, detention, seizure and forfeiture) or other legal process
(including, without limitation, relief by way of injunction and specific
performance).

                   SECTION 11.03. Submission to Jurisdiction.

                  Any legal proceeding with respect to this Agreement may be
brought by EDC in the Courts of the Province of Ontario, Canada, in the Courts
of BRAZIL or in the courts of any jurisdiction where the BORROWER may have
assets or carries on business or where payments are to be made hereunder and the
BORROWER hereby irrevocably submits to the non-exclusive jurisdiction of each
such court and acknowledges its competence. The BORROWER agrees that a final
judgment against it in any such legal proceeding shall be conclusive and may be
enforced in any other jurisdiction by suit on the judgment (a certified or
exemplified copy of which judgment shall be conclusive evidence of the fact and
of the amount of the BORROWER's indebtedness) or by such other means provided by
law. With respect to any such action or proceeding in the Courts of the Province
of Ontario the BORROWER will irrevocably appoint CT Corporation System (Canada)
Ltd. With an office on the date of this Agreement at 220 Laurier Avenue West,
12th Floor, Ottawa, Ontario K1P 5Z9, Canada as its agent to receive service on
its behalf of any and all process which may be served in any such action or
proceeding. Service upon the

                                      E-21
<PAGE>   21
agent is acknowledged by the BORROWER to be binding upon it in every respect
whether or not such process is actually received by or comes to its attention.
If for any reason the agent named above shall no longer act as agent of the
BORROWER to receive service of process the BORROWER shall promptly appoint a
successor and advise EDC thereof. Nothing in this Section shall affect the right
of EDC to serve process in any other manner permitted law.

                   SECTION 11.04. Currency.

                  In this Agreement, each specification of UNITED STATES DOLLARS
is of the essence and UNITED STATES DOLLARS are both the currency of account and
the currency of payment. The obligation of the BORROWER under this Agreement to
make payments in UNITED STATES DOLLARS shall not be discharged or satisfied by
any payment or recovery, whether pursuant to judgment or otherwise, expressed in
or converted into any other currency except to the extent of the amount of
UNITED STATES DOLLARS that is actually received by EDC as a result of such
payment or recovery. Accordingly the obligation of the BORROWER to pay in UNITED
STATES DOLLARS shall be enforceable as an alternative or additional cause of
action for the purpose of recovery in such currency of the amount by which such
receipt by EDC falls short of the full amount of UNITED STATES DOLLARS payable
under this Agreement and such obligation shall not be affected by judgment being
obtained for any other sums due under this Agreement.

                   SECTION 11.05. English Language.

                  This Agreement and each document to be delivered by the
BORROWER with respect to this Agreement shall in the English language or shall
be accompanied by an English translation certified by the BORROWER to be
complete and correct.

                                  ARTICLE XII
                           SEVERABILITY OF PROVISIONS

                   SECTION 12.01. Severability of Provisions.

                  Any provision of this Agreement that is prohibited or
unenforceable in any jurisdiction shall, as to that jurisdiction, be ineffective
to the extent of that prohibition or unenforceability without invalidating the
remaining provisions hereof or affecting the validity or enforceability of that
provision in any other jurisdiction.

                                  ARTICLE XIII
                             SUCCESSORS AND ASSIGNS

                   SECTION 13.01. Successors and Assigns.

                  This Agreement shall be binding upon and inure to the benefit
of the parties and their respective successors and permitted assigns. The
BORROWER may not assign or transfer all or any part of its rights or obligations
hereunder without the prior consent of EDC.

                                  ARTICLE XIV
                                  COUNTERPARTS

                   SECTION 14.01. Counterparts.

                  This Agreement may be executed in any number or counterparts,
and all the counterparts taken together shall be deemed to constitute one and
the same instrument.

                  IN WITNESS WHEREOF the parties hereto have signed and
delivered this Agreement as of the date first above written in the presence of
two witnesses.

WITNESSES:                              TELECOMUNICACOES DE MINAS S. A (TELEMIG)

                                      E-22
<PAGE>   22
GERAIS                                  Signature: ____________________________
                                        (Print Name):

                                        Signature: ____________________________
                                        (Print Name):
WITNESSES:
CORPORATION

                                        EXPORT DEVELOPMENT

                                        Signature: ____________________________
                                        (Print Name):

                                      E-23
<PAGE>   23
Annex "I" to the Disbursement Procedures Agreement No. 880-BRA-7615 made between
TELECOMUNICACOES DE MINAS GERAIS S.A (TELEMIG), NORTEL CALA INC. and EXPORT
DEVELOPMENT CORPORATION. SOLEMN DECLARATION

I, [Name], of the City of [BLANK] in the Province/State of BLANK, make oath and
say as follows:

1.       I am an Officer of Nortel CALA Inc. (the "EXPORTER") and have been duly
         authorized by this Exporter to execute documents on its behalf pursuant
         to Section 4.01 of the Disbursement Procedures Agreement dated as of ,
         1997 between Telecomunicacoes de Minas Gerais S.A (Telemig), Nortel
         CALA Inc. and Export Development Corporation (the "DPA").

2.       This Affidavit is give by me in satisfaction of the condition set forth
         in Section 3.01 of the DPA and I have reviewed the terms and conditions
         of the DPA and particularly the definition of "GOODS AND SERVICES" set
         forth therein.

3.       I am fully informed of the matters herein set forth and am furnishing
         this Affidavit for the purpose of the disbursement of monies to
         Telecomunicacoes de Minas Gerais S.A (Telemig) by EDC pursuant to the
         DPA.

4.       The exporter has received a minimum of Twenty-Five Million US Dollars
         (USD25,000,000) in payment for the GOODS AND SERVICES provided and said
         payments have been repatriated outside of BRAZIL by the EXPORTER as of
         the date of this Declaration.

5.       The goods comprised in the GOODS AND SERVICES were shipped from Canada
         and the services comprised in the GOODS AND SERVICES were supplied from
         Canada.

                                      E-24
<PAGE>   24
SWORN before me at the City of              )
BLANK, in the Province/State of             )
BLANK, this        day of                   )
1997                                             )
                                                 )      -----------------------
                                                 )      Title
-------------------------------------            )
A Commissioner, Notary Public, etc.              )

Schedule "A" to the Loan Agreement No. 880-BRA-7615 made between
TELECOMUNICACOES DE MINAS GERAIS S.A (TELEMIG) and EXPORT DEVELOPMENT
CORPORATION.

EDC LOAN NO. 880-BRA-7615

THIS DISBURSEMENT PROCEDURES AGREEMENT dated as of               , 1997 is made

BETWEEN

                  TELECOMUNICACOES DE MINAS GERAIS S.A (TELEMIG), A Brazilian
                  corporation having its head office at Belo Horizonte Minas
                  Gerais, Brazil

                  (hereinafter called the "BORROWER")

AND

                  NORTEL CALA INC.,
                  A corporation incorporated under the laws of
                  Florida, U.S.A., a subsidiary of
                  (hereinafter called the "EXPORTER")

AND

                  EXPORT DEVELOPMENT CORPORATION, A corporation established by
                  an Act of the Parliament of Canada, having its head office At
                  Ottawa, Canada (hereinafter called "EDC")

                                      E-25
<PAGE>   25
                  WHEREAS the BORROWER and EDC have entered into an agreement
dated as of ________, 1997 (hereinafter called the "LOAN AGREEMENT") wherein EDC
has agreed, subject to and on the terms therein set forth, to lend to the
BORROWER up to USD21,250,000 in order to finance the purchase of the GOODS AND
SERVICES purchased by the PURCHASER; and

                  WHEREAS the LOAN AGREEMENT provides that the loan will be
disbursed by EDC in accordance with and subject to the terms of this Agreement;

                  NOW THEREFORE it is agreed as follows:

                                   ARTICLE I
                                   DEFINITIONS

                   SECTION 1.01. Definitions.

                  In this Agreement and the recitals, unless the context
otherwise requires:

                   "ADVANCE" means an amount loaned to the BORROWER under the
LOAN AGREEMENT;

                  "CONTRACT" means contract CF.EPM-6/04620./96-1 dated August
30, 1996 between Telecomunicacoes de Minas Gerais S.A (Telemig) and PROMON for
the purchase of certain goods and services including the GOODS AND SERVICES, as
same may be amended from time to time with the consent of EDC as provided in
this Agreement;

                  "GOOD AND SERVICES" means the cellular telecommunications
equipment and related services, which have been sold by the EXPORTER to PROMON
and which have been in turn sold by PROMON to the PURCHASER pursuant to the
CONTRACT, and meeting the Canadian benefit requirements of EDC;

                   "PROMON" means Promon Eletronica Ltda., a company
incorporated under the laws of BRAZIL and having its head office in Sao Paulo,
BRAZIL;

                   "PURCHASER" means Telecomunicacoes de Minas Gerais S.A
(Telemig);

                   "UNITED STATES DOLLARS" and "USD" each means the currency of
the United States of America

                   SECTION 1.02. English Language.

                  The governing language of this Agreement is the English
language and this Agreement has been prepared and executed in the English
language. All notices, communication, certificates and other documents required
or permitted under this Agreement shall, unless they are in the English
language, be accompanied by an English language translation and in the event of
any conflict between the English translation and the original version, the
English translation shall prevail.

                                   ARTICLE II
                                  DISBURSEMENT

                   SECTION 2.01. Disbursements.

                  Subject to the terms hereof and except as provided in Section
2.04, EDC will reimburse amounts available under the LOAN AGREEMENT to the
BORROWER in respect of amounts received by the EXPORTER in payment of the
purchase price of GOODS AND SERVICES. EDC will, following receipt of
confirmation from the EXPORTER that it has received payment of a portion of the
purchase price of the GOODS AND SERVICES, reimburse such amount directly to the
BORROWER at such place and account as the BORROWER may direct, with any bank
transfer charges incurred in such transfer being for the account of the
BORROWER.

                                      E-26
<PAGE>   26
                   SECTION 2.02. Manner of Disbursement.

                   (a) Each amount reimbursed to the BORROWER pursuant to
Section 2.01, shall be reimbursed in UNITED STATES DOLLARS.

                   (b) EDC shall notify the BORROWER and the EXPORTER forthwith
upon reimbursing any amount hereunder.

                   SECTION 2.03. Conditions Precedent to First Disbursement.

                  EDC shall receive as a condition precedent to disbursing the
first amount hereunder:

                   (a) from each of the BORROWER and the EXPORTER, the statement
and specimen signatures required by Section 4.01; and

                   (b) from the EXPORTER, (I) a certificate in such form as EDC
may from time to time prescribe, certifying the Canadian content of the GOODS
AND SERVICES; and (II) evidence satisfactory to EDC that the EXPORTER has
received payment in respect of the GOODS AND SERVICES provided and that these
funds have been remitted outside BRAZIL.

                   SECTION 2.04. Shipment from Canada.

                  No amount shall be reimbursed by EDC pursuant to this
Agreement in respect of goods comprised in the GOODS AND SERVICES supplied to
the PURCHASER from a country other than Canada or in respect of non-Canadian
services comprised in the GOODS AND SERVICES, as determined by EDC, without
EDC's prior written consent.

                                  ARTICLE III
                             DISBURSEMENT PROCEDURES

                   SECTION 3.01. Disbursement Documentation.

                  The BORROWER unconditionally and irrevocably authorizes and
orders EDC to reimburse amounts to the BORROWER pursuant to Section 2.01 from
time upon receipt by EDC of a declaration of an officer of the EXPORTER in the
form of Annex "I" hereto, who has been designated under Section 4.01 of this
Agreement as being authorized by the EXPORTER to sign documents on behalf of the
EXPORTER, sworn before a Commissioner of Oaths or Notary Public; provided,
however, that (a) the aggregate of the amounts reimbursed to the BORROWER SHALL
not exceed USD21,250,000; (b) the aggregate of ADVANCES disbursed in respect of
the CONTRACT shall not exceed 85% of the GOODS AND SERVICES under such CONTRACT;
and (c) no ADVANCE shall exceed 85% of the amount which the EXPORTER has
confirmed that it has received in payment of the sale price of the GOODS AND
SERVICES described in the relevant declaration furnished pursuant to Section
3.01.

                                   ARTICLE IV
                                     GENERAL

                   SECTION 4.01. Authorized Signatories.

                  All notices, communications, certificates and other
documentation required to be delivered to EDC pursuant to the provisions of this
Agreement shall be signed by an individual duly authorized for that purpose.
Each of the BORROWER and the EXPORTER agrees with EDC that it will, forthwith
after the execution of this Agreement, deliver to EDC a written statement signed
by an officer setting forth the names and occupations of individuals in its
employ who are so authorized to sign on its behalf together with specimen
signatures for each such individual, and acknowledges and agrees that EDC shall,
without further evidence or confirmation and until notified in writing to the
contrary (effective only upon actual receipt by EDC), be entitled to rely upon
the authority of such

                                      E-27
<PAGE>   27
individual or individuals, as the case may be, and of the foregoing instruments
signed by such individual or individuals in accordance with the written
statement shall be binding upon it. For the foregoing purposes, a telex or cable
shall be deemed to be signed by the individual or individuals whose names are
typed thereon as the signatory or signatories of that telex or cable.

                                   ARTICLE V
                                     NOTICE

                   SECTION 5.01. Notice.

                  Every notice, demand, request, consent, waiver or agreement
under this Agreement shall be in writing. All such documents shall be
hand-delivered or sent by prepaid air mail, telex or telefax to the following
addresses;

                  For the BORROWER,

                  TELECOMUNICACOES DE MINAS GERAIS S. A (TELEMIG)
                  Av. Afonso Pena
                  4001-4(0)Andar
                  Belo horizonte, Minas Gerais
                  Attention:  Director Economico - Financeiro
                  Tekefax:  (031)229-3036

                  for the EXPORTER,

                  NORTEL CALA INC.
                  1500 Concord Place
                  Sunrise, Florida, U.S.A  33323-2815
                  Attention:        Mr. Peter Aronstam
                                    Vice-President, Customer Finance & Treasury
                                    Operations
                  Telefax: (954)851-8763

                  For EDC,

                  EXPORT DEVELOPMENT CORPORATION
                  151 O'Connor Street
                  Ottawa, Canada K1A 1K3
                  Attention: Information Technologies Team
                  Telex:   053-4136 EXCREDCORP OTT
                  Telefax: (613) 598-6858

Or such other address or numbers as to which either party may from time to time
notify the other. Documents sent by mail will be deemed to be received the 15th
business day after mailing, and those transmitted by telex the second Business
Day after transmission. In this Agreement, "in writing" includes printing,
typewriting, or any electronic transmission that can be reproduced as printed
text, on paper, at the point of reception. In this Section 5.01m "Business Day"
means a day in the recipient's jurisdiction when banks are generally open for
public business.

                                   ARTICLE VI
                                   PROPER LAW

                   SECTION 6.01. Proper Law.

                  This Agreement shall be deemed to be made under and shall be
governed by and construed in accordance with the laws of the Province of Ontario
and the laws of Canada applicable therein.

                                      E-28
<PAGE>   28
                                  ARTICLE VII
                   SUSPENSION OR TERMINATION OF DISBURSEMENTS/
                           PREDISBURSEMENT CONDITIONS

                   SECTION 7.01. Suspension or Termination of Disbursements.

                  Under the terms of the LOAN AGREEMENT, EDC is entitled, in the
circumstances therein provided, to suspend or to terminate the BORROWER's right
to ADVANCES which will result in a corresponding suspension or termination of
disbursements hereunder.

                   SECTION 7.02. Predisbursement Conditions.

                   EDC shall be entitled to provide a copy of the
predisbursement conditions for ADVANCES under the LOAN AGREEMENT to the EXPORTER
and to discuss progress made in satisfying such conditions with the EXPORTER
from time to time.

                                  ARTICLE VIII
                                  WAIVER BY EDC

                   SECTION 8.01. Waiver by EDC.

                  With respect to each amount to be disbursed or reimbursed
hereunder, EDC may waive in whole or in part (with or without conditions) the
provisions hereof (other than the provisions of Section 3.01) without
prejudicing the right of EDC to assert such terms and conditions or part thereof
in respect of any other amount to be disbursed or reimbursed.

                                   ARTICLE IX
                             SUCCESSORS AND ASSIGNS

                   SECTION 9.01. Successors and Assigns.

                  This Agreement shall be binding upon and inure to the benefit
of the parties and their respective successors and assigns; provided, that
neither the BORROWER nor the EXPORTER may assign any of its rights or
obligations hereunder, including without limitation, any right to the
disbursement or reimbursement of any amount or any portion thereof, may grant a
security interest in or lien upon any amount to be disbursed or reimbursed or
any portion thereof, or may give any direction to EDC to pay any amount to be
disbursed or reimbursed or any portion thereof to any person or in any manner
except as expressly provided herein, unless EDC shall otherwise consent.

                                      E-29
<PAGE>   29
                  IN WITNESS WHEREOF the parties hereto have signed and
delivered this Agreement as of the date first above written in the presence of
two witnesses.

WITNESSES:                            TELECOMUNICACOES DE MINAS S.A (TELEMIG)


GERAIS                                Signature: ______________________________
                                      (Print Name):


                                      NORTEL CALA INC.

                                      Signature: ______________________________
                                      (Print Name):

                                      Signature: ______________________________
                                      (Print Name):

                                      EXPORT DEVELOPMENT CORPORATION

                                      Signature: ______________________________
                                      (Print Name):

                                      E-30
<PAGE>   30
Schedule "B" to the Loan Agreement No. 880-BRA-7615 made between
TELECOMUNICACOES DE MINAS GERAIS S.A (TELEMIG) and EXPORT DEVELOPMENT
CORPORATION.

Export Development Corporation
151 O'Connor Street
Ottawa, Canada K1a 1K3

Dear Sirs:

         Re:      USD21,520,000 Loan to Telecomunicacoes de Minas Gerais S.A
                  (Telemig) EDC Loan No. 880-BRA-7615

                  In my capacity as legal counsel of Telecomunicacoes de Minas
Gerais S.A (Telemig) (the "Borrower"), I have been asked to give you an opinion
in connection with a loan agreement (the "Loan Agreement") dated as of         ,
1997 between the Borrower and Export Development Corporation ("EDC"), whereby
EDC agreed to lend to the Borrower up to USD21,250,000 in respect of the
purchase of cellular telecommunications equipment. Expressions defined in the
Loan Agreement shall have the same meaning when in this opinion.

                  For the purposes of my opinion hereinafter expressed, I have
reviewed original executed copies or copies certified to my satisfaction of the
following documents:

                  (a)      the Loan Agreement;

                  (b)      the DPA;

                  (c)      [specify other relevant documents]; and

                  (d)      [specify relevant laws, decrees, approvals, etc.].

                  I have also examined such other documents as I have considered
necessary or desirable in order that I may give this opinion.

                  I am of the opinion that:

                  1. the Borrower is a corporation duly incorporated and
organized and validly existing and in good standing under the laws of Brazil;

                  2. the registered owner of approximately 89% of the issued and
outstanding voting shares of the Borrower is Telecomunicacoes Brasileiras S.A
(Telebras);

                  3. the Borrower has full corporate power and authority to own
its property and assets and to carry on business;

                  4. the entering into and the performance of the terms of the
Loan Agreement and the DPA and of each document to be delivered by the Borrower
with respect to the Loan Agreement:

                  (I)      are within its corporate powers and have been duly
                           authorized by all necessary corporate action; and

                  (II)     are not in violation of any law, statute, regulation,
                           ordinance or decree of Brazil and are not contrary to
                           public policy or public order in Brazil;

                   5. the Loan Agreement and the DPA have been duly executed and
delivered on behalf of the Borrower and constitute direct, legal, valid and
binding obligations of the Borrower, enforceable against the Borrower in
accordance with their respective terms;

                                      E-31
<PAGE>   31
                   6. all registration, consents, licences and approvals of any
administrative agency or governmental or other body required pursuant to the
laws of Brazil in connection with the execution and delivery by the Borrower of
the Loan Agreement and the DPA and for the performance by the Borrower of the
terms thereof, for the making of the payment in US Dollars of amounts due under
the Loan Agreement (including all amounts of principal interest and any
additional amounts payable in respect thereof and all administration, commitment
and other fees and all charges and expenses due under the Loan Agreement) to EDC
at the place and at the times specified therein when and as the same shall
become due and payable whether at maturity, by acceleration or otherwise, and
for the validity and enforceability thereof, have been effected or obtained and
are in full force and effect, except for:

                  (I)      the Prior Approval;

                  (II)     the Certificate of Registration which will allow the
                           Borrower to make payments in United States Dollars of
                           principal, interest, fees, commissions and expenses
                           as provided for in the Loan Agreement;

                  7. the obligations of the Borrower under the Loan Agreement
will rank at least pari passu with all other unsecured and unsubordinated
indebtedness of the Borrower which is not mandatorily preferred by operation of
law;

                  8. the assets and revenues of the Borrower and the Purchaser
are not subject to any Encumbrance other Permitted Liens;

                  9. the assets of the BORROWER do not enjoy immunity from writs
of execution and attachment and Brazil will be responsible for the payment of
any judgment obtained against the Borrower if the assets of the Borrower are not
sufficient to satisfy such a judgment;

                  10. there are legal proceedings pending or threatened before
any court, arbitral tribunal, administrative agency or governmental or other
body having authority over the Borrower which could or would materially
adversaly affect the financial condition or the business or assets of the
Borrower or its ability to perform its obligation under the Loan Agreement;

                  11. the Borrower is not in violation of any term of its
incorporating instrument and by-laws or of any agreement, instrument evidencing
indebtedness mortgage, franchise, licence, judgment, decree, order, statute,
rule, law, ordinance or regulation to which it or its business or assets are
subject, the entering into and performance of and compliance with the Loan
Agreement and the DPA will not result in any such violation or constitute a
default under or be in conflict with any such term, or result in the creation of
any mortgage, lien, Encumbrance or charge upon any of the assets of the Borrower
pursuant to any such term ; and there is no such term which materially adversely
affects or in the future may (so far as the undersigned can now foresee)
materially adversely affect the financial condition or the business or assets of
the Borrower or its ability to perform its obligations under the Loan Agreement;

                  12. all payments to be made by Borrower under the Loan
Agreement are exempt from any present Taxes of or in Brazil and the Borrower is
not required by law to make any deduction or witholding therefrom; in the event
that future Taxes are imposed in connection with the Loan Agreement or payments
thereunder, the Borrower's obligation to remit to EDC the equivalent of such
Taxes and the increase in the rates of interest to provide for a return to EDC
at the rates specified in the loan Agreement, after provision for payment of
such Taxes, as provided in Section 4.05 of the Loan Agreement, are legal, valid,
binding and enforceable.

                  13. It is not necessary in order to ensure the legality,
validity, binding nature, enforceability or admissibility in evidence of the
Loan Agreement or the DPA in Brazil that any document be filed, recorded or
enrolled with any court or authority in Brazil or that any stamp, registration
or other like taxes be paid on or in relation to the loan Agreement or the DPA,
except that in order to ensure the legality, validity, binding nature,
enforceability or admissibility in evidence of the Loan Agreement and the DPA in
Brazil (A) the signatures of the parties to the Loan Agreement and the DPA
signing outside Brazil must be notarized by a notary public licensed as

                                      E-32
<PAGE>   32
such under the law of the place of signing and the signature of such notary
public must be authenticated by a consultar official of Brazil (or in the
absence of such notarization and consularization, the Loan Agreement and the
DPA must be registered with the competent register of titles and deeds in
Brazil); and (B) the Loan Agreement and the DPA must be translated into the
Portuguese language by a swon translator prior to the Loan Agreement and the DPA
being admitted into evidence by court in Brazil;

                  14. the Borrower is subject to the civil and commercial laws
of Brazil in respect of its obligations generally and is not entitled to claim
for Itself or its assets immunity from jurisdiction, suit, judgment, set-off,
execution, attachment or other legal process in Brazil in respect of its
obligations under the Loan Agreement;

                  15. in any proceedings taken in Brazil for the enforcement of
the Loan Agreement, the choice of Ontario law as the governing law of the loan
Agreement will be recognized by the Courts of Brazil and the irrevocable
submission by the Borrower to the non-exclusive jurisdiction of the Courts of
the Province of Ontario is legal, valid, binding and enforceable; and any
judgment obtained in preceeding in the Province of Ontario would be enforced by
the Courts of Brazil in accordance with and subject to the procedure in Brazil ,
provided such judgment is not contrary to public policy in Brazil and prior
notice of those proceedings is given to the Borrower;

                  16. if, at any time, EDC takes or is required to take legal or
other measures to enforce the Loan Agreement or the DPA, it will not be
necessary for EDC to take any steps to register itself for the purpose of doing
business in Brazil, and EDC is entitled to full access to the Courts of Brazil
on the same terms as are available to residents and citizens of Brazil. If the
Borrower does not apply for and obtain the Certificate of Registration from the
Central Bank, EDC would be entitled to apply tor and to receive permission from
the Central Bank to convert and transfer out of Brazil any monies obtained from
the Borrower in satisfaction of EDC's right to receive payment under the Loan
Agreement;

                  17. the appointment of CT Corporation System (Canada) Ltd. As
agent for receipt of service upon the Borrower as provided in Section 12.03 of
the Loan Agreement, is legal, valid, binding, enforceable and irrevocable.

Yours faithfully,

By:      _________________________

Legal Counsel of Telecomunicacoes de Minas Gerais S.A (Telemig)

                                      E-33
<PAGE>   33
                            EDC LOAN NO 880-BRA-7615



                           DATED AS OF AUGUST 7, 1998

                 TELECOMUNICACOES DE MINAS GERAIS S.A. (TELEMIG)

                                       AND

                               TELEMIG CELULAR S.A

                                       AND

                         EXPORT DEVELOPMENT CORPORATION

                       WAIVER AND LOAN AMENDMENT AGREEMENT

                                      E-34
<PAGE>   34
                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                                                Page

<S>                                                                                                             <C>
PARTIES...........................................................................................................1

RECITALS..........................................................................................................1

ARTICLE I                DEFINITIONS..............................................................................2
     Section 1.01        Definitions..............................................................................2
     Section 1.02        Rules of Interpretation..................................................................2

ARTICLE II               PURPOSE OF AGREEMENT.....................................................................3
     Section 2.01        Purpose of Agreement.....................................................................3

ARTICLE III              CHANGE OF IDENTITY OF BORROWER...........................................................3
     Section 3.01        Substitution.............................................................................3

ARTICLE IV               REPRESENTATIONS AND WARRANTIES...........................................................3
     Section 4.01        Representations and Warranties...........................................................3
     Section 4.01(A)     Additional Representations and Warranties with respect to the Waiver and
                           Loan Amendment Agreement...............................................................4

ARTICLE V                COVENANTS OF BORROWER....................................................................4
     Section 5.01        Covenants of Borrower....................................................................4

ARTICLE VI               DEFAULT..................................................................................5
     Section 6.01        Default..................................................................................5

ARTICLE VII              NOTICE...................................................................................5
     Section 7.01        Notice...................................................................................5

ARTICLE VIII             PRE-EFFECTIVENESS CONDITIONS.............................................................6
     Section 8.01        Pre-Effectiveness Conditions.............................................................6

ARTICLE IX               COSTS AND EXPENSES.......................................................................6
     Section 9.01        Costs and Expenses.......................................................................6

ARTICLE X                MISCELLANEOUS............................................................................6
     Section 10.01       Miscellaneous............................................................................6
     Section 10.02       Governing Law............................................................................7
</TABLE>

APPENDIX "A"             FORM OF OPINION OF TELEMIG'S COUNSEL

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<PAGE>   35
EDC LOAN NO 880-BRA-7615


THIS WAIVER AND LOAN AMENDMENT AGREEMENT dated as of August 7, 1998 is made

AMONG

                  TELECOMUNICACOES DE MINAS GERAIS S.A. (TELEMIG)
                  A Brazilian corporation having its head office at Belo
                  Horizonte,
                  Minas Gerais, Brazil
                  ("TELEMIG")

AND

                  TELEMIG CELULAR S.A
                  A Brazilian corporation having its head office at
                  Belo Horizonte, Brazil
                  ("TELEMIG CELULAR")

AND

                  EXPORT DEVELOPMENT CORPORATION,

                  A corporation established by an Act of the
                  Parliament of Canada, having its head office at
                  Ottawa, Canada ("EDC")

                                      E-36
<PAGE>   36
         WHEREAS pursuant to Loan Agreement dated September 9, 1997 (the "LOAN
AGREEMENT"), EDC agreed to lend to TELEMIG up to USD21,250,000 in order to
finance the purchase of the GOODS AND SERVICES;

         WHEREAS pursuant to Law No. 9295 of July 19, 1996 TELEMIG was required
to segregate its activities relating to mobile cellular telephone services into
autonomous entities;

         WHEREAS on January 5,1998, TELEMIG CELULAR was created and had
transferred to it the assets and liabilities of TELEMIG relating to mobile
cellular telephone services, all in accordance with the provisions of Portaria
No. 782 dated December 15, 1994 of the Ministry of Communications and the 200th
Ordinary Meeting of the Board of Officers of Telecomunicacoes Brazileiras S.A
("TELEBRAS") dated December 17, 1997;

         WHEREAS pursuant to law No. 9472 dated July 16, 1997 of the Federative
Republic of Brazil, the Executive Power was authorized to restructure and
privatize TELEBRAS;

         WHEREAS pursuant to Decree No. 2546 dated April 14, 1998, telebras was
authorized by the Executive Power to restructure itself into, along with
TELEBRAS, twelve (12) new holding companies and such companies were authorized
to be privatized;

         WHEREAS pursuant to the provisions of the 76th Extraordinary General
Shareholders meeting of TELEBRAS dated May 22, 1998, TELEBRAS restructured
itself into twelve (12) holding companies (one of which was Telemig Celular
Participacoes S.A , which became the controlling shareholder of TELEMIG
CELULAR); and

         WHEREAS in anticipation of the privatization of TELEMIG CELULAR,
TELEMIG and TELEMIG CELULAR have requested that EDC, inter alia, amend certain
provisions of the LOAN AGREEMENT and waive certain EVENTS OF DEFAULT thereunder
and release TELEMIG and TELEMIG CELULAR from their obligations of joint and
several liability as contained in the Agreement dated April 20, 1998 between
TELEMIG and EDC (the "PROTOCOL");

         NOW THEREFORE EDC, TELEMIG and TELEMIG CELULAR agree that:

                                   ARTICLE I
                                   DEFINITIONS

                  SECTION 1.01 Definitions.

                  In this Waiver and Loan Amendment Agreement, word and
expressions not otherwise defined herein shall have the meaning ascribed thereto
in the LOAN AGREEMENT.

                  SECTION 1.02. Rules of Interpretations.

                  In this Waiver and Loan Amendment Agreement unless the context
requires otherwise:

                  (a) the singular shall include the plural and vice versa;

                  (b) references to a "person" shall be construed as references
to any individual, firm, company, corporation, unincorporated body of persons or
any state or political subdivision thereof or any government or any agency
thereof;

                  (c) whenever any person is referred to, such reference shall
be deemed to include the permitted assignees and successors of such person,
whether by operation of law, consolidation, merger, sale, amalgamation or
otherwise as applicable;

                  (d) references to a specified Article, Section or Schedule
shall be construed as references to that specified Article or Section of, or
Schedule to, this Waiver and Loan Amendment Agreement;

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<PAGE>   37
                  (e) references to any agreement or other instrument shall be
deemed to include such agreement or other instrument as it may from time to time
be modified, amended, supplemented or restated in accordance with its terms and,
where required hereunder, with the consent of EDC;

                  (f) the terms "hereof, "herein" and "hereunder" shall be
deemed to refer to this Waiver and Loan Amendment Agreement; and

                  (g) the headings of the Articles and Sections are inserted for
convenience only and shall not affect the construction or interpretation of this
Waiver and Loan Amendment Agreement.

                                   ARTICLE II
                              PURPOSE OF AGREEMENT

                  SECTION 2.01. Purpose of Agreement.

                  The purpose of this Waiver and Loan Amendment Agreement is to
(a) substitute TELEMIG CELULAR as the BORROWER under the LOAN AGREEMENT; (b)
release TELEMIG and TELEMIG CELULAR from their obligations under the PROTOCOL as
joint and several obligors under the LOAN AGREEMENT; (c) waive and/or amend
certain EVENTS OF DEFAULT; and (IV) make such other additions, deletions, or
amendments to the LOAN AGREEMENT as the parties may deem appropriate.

                                  ARTICLE III
                         CHANGE OF IDENTITY OF BORROWER

                  SECTION 3.01. Substitution.

                  In all relevant places, the LOAN AGREEMENT is amended by
substituting "Telemig Celular S.A" for "Telecomunicacoes de Minas Gerais S.A
(Telemig )" so that TELEMIG CELULAR shall for all purposes be the obligor under
the LOAN AGREEMENT and so that all references to the BORROWER in the LOAN
AGREEMENT shall be references to TELEMIG CELULAR and not to TELEMIG.

                                   ARTICLE IV
                         REPRESENTATIONS AND WARRANTIES

                  SECTION 4.01. Representation and Warranties.

                  Section 2.01 of the LOAN AGREEMENT is hereby amended by:

                  (a) deleting sub-section (b) in its entirety.

                  (b) deleting sub-sections (a) and (b) of sub-section (f) and
(I) and substituting therefore the following:

                  "requesting the Banco Central do Brasil to amend the
Certificate of Registration to reflect the change in the identify of the obligor
under the LOAN AGREEMENT from TELEMIG to TELEMIG CELULAR;"

                  (c) deleting "December 31, 1996" in sub-section (j) and
substituting therefore "December 31, 1997"; and

                  (d) adding the word "amended" before the words "CERTIFICATE OF
REGISTRATION" in sub-section (C) of sub-section (f)(I).

                                      E-38
<PAGE>   38
                  Section 4.01 (A) Additional Representations and Warranties
with respect to the Waiver and Loan Amendment Agreement.

                  TELEMIG CELULAR further represents and warrants with respect
to this Waiver and Loan Amendment Agreement that the entering into and
performance of the terms of this Waiver and Loan Amendment Agreement by TELEMIG
CELULAR are within its corporate powers and have been duly authorized by all
necessary corporate action, is not in violation of any law, statute, regulation,
ordinance or decree of Brazil, is not contrary to public policy or public order
in Brazil and constitutes direct, legal, valid and binding obligations of
TELEMIG CELULAR, enforceable against TELEMIG CELULAR in accordance with its
terms.

                                   ARTICLE V
                              COVENANTS OF BORROWER

                  SECTION 5.01. Covenants of Borrower.

                  Section 7.01 of the LOAN AGREEMENT is hereby amended by:

                  (a) adding a new sub-section (IV) to sub-section (f) as
follows:

                  "obtain from the Banco Central do Brasil the appropriate
                  amendments to the Certificate of Registration to reflect the
                  change in the identity of the obligor under the LOAN AGREEMENT
                  from TELEMIG to TELEMIG CELULAR and which will, inter alia,
                  allow the BORROWER to make payments in UNITED STATES DOLLARS
                  of principal, interest, fees, commissions and expenses
                  provided for herein;"

                  (b) deleting "0.75%"in sub-section (i) and substituting
therefore "1:1"

                                   ARTICLE VI
                                     DEFAULT

                  SECTION 6.01. Default.

                  Section 9.01 of the LOAN AGREEMENT is hereby amended by:

                  (a) deleting "or TELEBRAS"in sub-section (c);

                  (b) deleting "or TELEBRAS"in sub-sections (d)(I) and (d)(II)

                  (c) deleting "in the case of the BORROWER and USD10,000,000 in
the case of TELEBRAS" in section (d)(II)(B);

                  (d) deleting sub-section (k) and replacing it with the
following:

                  "the BORROWER shall cease to carry on the business of a
                  provider of cellular telecommunications services or there
                  shall occur any substantial change in the nature of the
                  business carried on by the BORROWER;

                  (e) deleting sub-section (g) in its entirety; and

                  (f) deleting sub-section (j) in its entirety.

                                      E-39
<PAGE>   39
                                  ARTICLE VII
                                     NOTICE

                  SECTION 7.01. Notice.

                  Section 10.01 is hereby amended by:

                  (a) deleting the current address for the BORROWER and
replacing it with the following, with the same change being made at Section 5.01
of the DPA:

                  "TELEMIG CELULAR S.A
                  Rua Levindo Lopes, 258 - 9(degrees) andar
                  Belo Horizonte - Minas gerais
                  CEP 30.140-170
                  Attention:        Gerente Departamento de Suporte Gestao
                  Telefax:.031 - 3259.3076
                  Telephone:        031 - 3259.3077

                                  ARTICLE VIII
                          PRE-EFFECTIVENESS CONDITIONS

                  SECTION 8.01. Pre-Effectiveness Conditions.

                  This Waiver and Loan Amendment Agreement shall become
effective upon EDC having received the following:

                  (a) the favorable opinion of counsel to the BORROWER
substantially in the form of Schedule A attached hereto; and

                  (b) confirmation satisfactory to EDC that any approvals from
or registrations required with the Banco Central do Brasil with respect to this
Waiver and Loan Amendment Agreement have been obtained.

                                   ARTICLE IX
                               COSTS AND EXPENSES

                  SECTION 9.01. Cost and Expenses.

                  In connection with the preparation, negotiation and execution
of this Waiver and Loan Amendment Agreement, TELEMIG CELULAR shall within thirty
(30) days of EDC's billing therefore (a) pay EDC a documentation fee of
USD5,000; and (b) all costs and expenses incurred by EDC in connection with this
Agreement (including without limitation, reasonable travel costs of EDC and the
fees and expenses of independent legal counsel for EDC).

                                   ARTICLE X
                                  MISCELLANEOUS

                  SECTION 10.01. Miscellaneous.

                  Save as amended by this Waiver and Loan Amendment Agreement,
the provisions of the LOAN AGREEMENT shall continue in full force and effect and
shall apply, mulatis mutandis, to TELEMIG CELULAR.

                  SECTION 10.02. Governing Law.

                  This Waiver and Loan Amendment Agreement shall be governed and
construed in accordance with the laws of the Province of Ontario and the laws of
Canada applicable herein.

                                      E-40
<PAGE>   40
                  IN WITNESS WHEREOF the parties hereto have signed this Waiver
and Loan Amendment Agreement as of the date first above written.

                                       TELECOMUNICACOES DE MINAS S. A (TELEMIG)


                                      Signature: ______________________________
                                      (Print Name):

                                      TELEMIG CELULAR S.A.

                                      Signature: ______________________________
                                      (Print Name):


                                      EXPORT DEVELOPMENT CORPORATION

                                      Signature: ______________________________
                                      (Print Name):

                                      Signature: ______________________________
                                      (Print Name):

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