<PAGE>   1
                                                                    EXHIBIT 4(e)


                              "ENGLISH TRANSLATION"

FINANCING CONTRACT THROUGH OPENING OF CREDIT LINE NO. 00.2.491.3.1 BETWEEN BANCO
NACIONAL DE DESENVOLVIMENTO ECONOMICO E SOCIAL - BNDES AND TELEMIG CELULAR S.A.,
WITH INTERVENIENCE OF THIRD PARTIES, AS FOLLOWS:

Banco Nacional de Desenvolvimento Economico e Social - BNDES, hereby referred to
just as BNDES, a federal public company with head office in Brasilia, Distrito
Federal, and with services in this city at Avenida Republica do Chile no. 100,
registered with CNPJ under no. 33.657.248/0001-89 hereby representeD by the
undersigned representatives;

                                       and

TELEMIG CELULAR S.A., hereafter referred to as BENEFICIARY, a joint stock
company with head office in Belo Horizonte, State of Minas Gerais, at Rua
Levindo Lopes, 258 - 9(0) andar, Funcionarios, registered with CNPJ under no.
02.320.739/0001-06, hereby represented by the undersigned representatives; and
in the capacity of INTERVENIENTS:

         (I)      TELEMIG CELULAR PARTICIPACOES S.A., stock company, with head
                  office in Brasilia, Distrito Federal, at SCN Quadra 03 Bloco
                  A, Sobre Loja, Asa Norte, registered with CNPJ under no.
                  02.558.118/0001-65;

         (II)     TELPART PARTICIPACOES S.A., stock company, with head office in
                  Rio de Janeiro, State of Rio de Janeiro, at Avenida Presidente
                  Wilson, 231 - 28(0) andar, Centro, registered with CNPJ under
                  no. 02.591.814/0001-73, hereby represented by the undersigned
                  representatives;

hereby agree according to the following provisions:

ARTICLE ONE
CONTRACT NATURE, VALUE AND PURPOSE

BNDES opens through this contract a credit line in favor of the BENEFICIARY
divided in 3 (three) sub-credits in the following amounts:

         (I)      Sub-credit "A": in the amount of R$ 45,357,300.00 (forty five
                  million three hundred fifty seven thousand three hundred
                  Reais) to be provided from BNDES' ordinary resources, which
                  consist, among other sources, of funds from the Fundo de
                  Amparo ao Trabalhador - FAT (Worker's Support Fund), funds
                  from the FAT - Special Deposits and from the PIS/PASEP
                  Participation Fund, allocated in accordance with the
                  legislation applicable to each individual source and in
                  compliance with the provisions of Article Three, SOLE
                  PARAGRAPH;

         (II)     Sub-credit "B": in the amount of R$ 18,256,500.00 (eighteen
                  million two hundred fifty six thousand five hundred Reais) to
                  be provided from BNDES' ordinary resources, which consist,
                  among other sources, of funds from the Fundo de Amparo ao
                  Trabalhador - FAT (Worker Support Fund), funds from the FAT -
                  Special Deposits and from the PIS/PASEP Participation Fund,
                  allocated in accordance with the legislation applicable to
                  each individual source and in compliance with the provisions
                  of Article Three, SOLE PARAGRAPH;

         (III)    Sub-credit "C": in the amount of R$ 14,462,100.00 (fourteen
                  million four hundred sixty two thousand one hundred Reais),
                  base date of August 15, 2000, to be provided from foreign
                  currency funds borrowed by BNDES and assigned according to
                  Resolution no. 635/87 of January 13, 1987 issued by BNDES'
                  Board of Directors, subject to the provisions of Article Two
                  concerning the value updating of this Sub-credit.


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                                 SOLE PARAGRAPH

         This credit line is intended for the expansion and modernization of the
         Band "A" mobile cellular telephone system in the State of Minas Gerais,
         as well as for the repayment of the bridging loan granted through
         Contracts no. 28/99-IC and unnumbered between the Beneficiary and BANCO
         ITAU S.A. on 21.09.99, and between the Beneficiary and BANCO ALFA DE
         INVESTIMENTOS S.A. on 23.09.99, respectively, in the amount of R$
         22,552,000.00 (twenty two million five hundred fifty two thousand
         Reais) each.

ARTICLE TWO
VALUE UPDATING OF SUB-CREDIT "C"

The portion of Sub-credit "C" not drawn will be updated as of the base date of
August 15, 2000 set forth under Article One, item III, up to the drawing date in
accordance with the weighed average of the exchange variations applicable to the
funds borrowed by BNDES in foreign currency without connection to loans under
specific conditions, subject to the provisions of Article Eight below.

ARTICLE THREE
CREDIT AVAILABILITY

The credit will be made available to the BENEFICIARY in parcels upon the
compliance with the utilization-suspending conditions referred to under Article
Eighteen, as a function of the requirements for the implementation of the
financed project, subject to BNDES's financing schedule, which depends on the
resource allocation defined by the National Monetary Council.

                                 SOLE PARAGRAPH

         The value of each parcel of Sub-credits "A" and "B" to be made
         available to the BENEFICIARY shall be calculated in accordance with the
         criterion set forth in the law that created the Long Term Interest Rate
         (Taxa de Juros de Longo Prazo - TJLP) for determining the debt balances
         of financing contracted by BNDES System until November 30, 1994.

ARTICLE FOUR
INTERESTS DUE ON SUB-CREDITS "A" AND "B"

The principal of the BENEFICIARY's debt resulting from Sub-credits "A" and "B"
is subject to interests at the rate of 3.8% (three point eight percent) per
annum (for the sake of spread) over the Long Term Interest Rate - TJLP published
by Banco Central do Brasil (Brazilian Central Bank), calculated as follows:

(I)      When TJLP is higher than 6% (six percent) per annum:

                  a)       The amount corresponding to the TJLP portion above 6%
         (six percent) per annum shall be capitalized on the 15th (fifteenth)
         day of each month during the effectiveness of this Contract and on its
         expiry or settlement, subject to the provisions of Article Twenty Four,
         and calculated according to the following capitalization term, taking
         into consideration all the financial events occurred in the period:

         TC = [(1 + TJLP)/1.06](n-360) - 1 (capitalization term equals to, open
         brackets, ratio of TJLP plus the unit to one and six hundredth, close
         brackets, raised to the power corresponding to the ratio of "n" to
         three hundred sixty, and deducting one unit from such a result), where:

         TC - capitalization term;

         TJLP - Long Term Interest Rate published by Brazilian Central Bank; and


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         n - number of days between the financial event date and the date of
         capitalization, maturity or settlement of the obligation, being
         considered a financial event any and all facts of financial nature from
         which the debt balance under this Contract is or may be changed.

                  b)       The percentage of 3.8% (three point eight percent)
         per annum above the TJLP (spread) mentioned in the caption of this
         Article plus the non-capitalized portion of the TJLP of 6% (six
         percent) per annum shall be calculated on the debit balance on the
         interest maturity dates mentioned in Paragraph Two or on the date of
         expiry or settlement of this Contract, subject to the provision of item
         "a" and considering, for the purpose of calculating the daily interest,
         the number of days between the date of each financial event and the
         above-mentioned maturity dates.

(II)     When TJLP is equal to or lower than 6% (six percent) per annum:

         The percentage of 3.8% (three point eight percent) per annum above the
         TJLP (spread) mentioned in the caption of this Article plus the TJLP
         shall be calculated on the debit balance on the interest maturity dates
         mentioned in Paragraph Two or on the date of expiry or settlement of
         this Contract, being considered, for the purpose of calculating the
         daily interest, the number of days between the date of each financial
         event and the above-mentioned maturity dates.

         PARAGRAPH ONE

         The amount referred to in item I, sub-item "a", to be capitalized and
         incorporated into the principal of the debt shall be payable in
         accordance with Article Ten, items I and II.

         PARAGRAPH TWO

         The amount calculated in accordance with item I, sub-item "b", of item
         II shall be payable on a quarterly basis on the 15th (fifteenth) day of
         February, May, August and November of each year in the period from
         November 15, 2000 through August 15, 2001 in the case of Sub-credit "A"
         and in the period November 15, 2000 through August 15, 2002 in the case
         of Sub-credit "B", and on monthly basis as of September 15, 2001,
         inclusive, in the case of Sub-credit "A" and as of September 15, 2002
         in the case of Sub-credit "B", together with the parcels relative to
         the principal amortization, and on the expiry or settlement of this
         Contract, subject to the provisions of Article Twenty Four.

         PARAGRAPH THREE

         In case of utilization of funds from the PIS/PASEP Participation Fund
         contemplated in Supplementary Law no. 26 of September 11, 1975, the
         remuneration fees due are considered to be included in the interest
         rate set forth in this Article, according the legislation applicable to
         the above-mentioned Fund.

ARTICLE FIVE
INTERESTS DUE ON SUB-CREDITS "C"

The principal of the BENEFICIARY's debt resulting from Sub-credits "C" is
subject to interest at the rate of 3.8% (three point eight percent) per annum
(for the sake of spread) over the variable rate readjusted on a quarterly basis
on the 16th (sixteenth) day of January, April, July and October on the basis of
the weighed average cost of all fees and expenses incurred by BNDES in borrowing
foreign currency funds without connection with loans under specific conditions
in the civil quarter immediately prior to the month of readjustment of the
above-mentioned interest rate, calculated on the debt balance updated as
provided for under Article Eight.

PARAGRAPH ONE

         The interest shall be calculated on a daily basis by the proportional
         system and it is payable on the 15th (fifteenth) day of January, April,
         July and October of each year in the period from November 15, 2000
         through October 15, 2002, and on monthly basis as of November 15, 2002,
         inclusive, together with the


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         parcels relative to the principal amortization, and on the expiry or
         settlement of this Contract, subject to the provisions of Article
         Twenty Four.

PARAGRAPH TWO

         The interest rate referred to under the caption of this Article will be
         published by BNDES in the Gazette (Diario Oficial da Uniao) (Section 3)
         on the 25th (twenty-fifth) day of January, April, July and October of
         each year or in the first edition subsequent to that day in case the
         above-mentioned official Gazette is not published on that date.

ARTICLE SIX
INCOME TAX ON CHARGES AND COMMISSIONS REMITTANCE TO FOREIGN CREDITORS

As far the Sub-credit "C" is concerned, besides the principal, the interest and
other charges agreed upon, the BENEFICIARY commits to pay to BNDES, for the sake
of Income Tax reimbursement, a percentage over the interests referred to in
Article Five, corresponding to the weighed average Income Tax rate due on
charges remitted by BNDES to foreign creditors, without connection to loans
under specific conditions, in the civil quarter prior to the month of
readjustment of such percentage, to be calculated, published in the Official
Daily Government Gazette, being such reimbursement payable at the same time as
the interests referred to under Article Five.

                                 SOLE PARAGRAPH

         The Income Tax weighed average rate referred to in the caption of this
         Article will be published by BNDES in the Official Daily Government
         Gazette (Diario Oficial da Uniao) (Section 3) on the 25th
         (twenty-fifth) day of January, April, July and October of each year or
         in the first edition subsequent to that day in case the above-mentioned
         official Gazette is not published on that date.

ARTICLE SEVEN
CREDIT RESERVE COMMISSION

The BENEFICIARY shall pay to BNDES a credit reserve commission of 0.1% (one
tenth percent) due every 30-day (thirty) period or fraction thereof, calculated
on:

         (I)      the balance not drawn of each credit parcel, as of the day
                  subsequent to the credit parcel availability up to the drawing
                  date, when its payment will be due; and

         (II)     on the credit not drawn as of the day subsequent to its
                  availability up to the cancellation date upon request by the
                  BENEFICIARY or by initiative of BNDES, which payment will be
                  due on the request date or on the date of BNDES decision, as
                  the case may be.

                                 SOLE PARAGRAPH

         The incidence of the commission referred to under the above-mentioned
         items I and II will occur in case of establishment of a fund
         availability scheme.

ARTICLE EIGHT
DEBT VALUE UPDATING UNDER SUB-CREDIT "C"

The BENEFICIARY's debt balance in connection with Sub-credit "C", including the
principal, compensation interests and arrears interests, Income Tax
reimbursement, other expenses, commissions and other charges agreed upon, shall
be updated on a daily basis by the weighed average of the exchange variations
applicable to foreign funds borrowed by BNDES without connection with loans
under specific conditions, as follows:


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         (I)      daily determination of its liabilities payable in foreign
                  currency without connection with loans under specific
                  conditions for the purpose of calculating the weighed averages
                  to be applied to the exchange variations;

         (II)     daily determination of the weighed average of exchange
                  variations based on the liabilities position determined as
                  provided for under item I, taking into account the closing
                  sales rates of foreign currencies disclosed by the Brazilian
                  Central Bank in the previous day.

PARAGRAPH ONE

         For the purposes of item II, in case there is no official exchange rate
         in a given day, it will be considered the exchange rate of the previous
         day.

PARAGRAPH TWO

         The weighed average of exchange rates referred to in this Article will
         be published by BNDES in the Official Daily Government Gazette (Diario
         Oficial da Uniao) (Section 3) on the 10th (tenth) and 25th
         (twenty-fifth) day of each month or in the first edition subsequent to
         those days in case the above-mentioned official Gazette is not
         published on those dates.

ARTICLE NINE
ON THE DEBT COLLECTION AND PROCESSING

The collection of the principal and charges of Sub-credits "A", "B" and "C"
shall be made through Collection Advice issued by BNDES in advance, so that the
BENEFICIARY pays those obligations on the respective maturity dates.

PARAGRAPH ONE

         Considering that the debt resulting from Sub-credit "C" is subject to
         daily updating as provided for in Article Eight, the Collection Advice
         referred to herein shall be issued by BNDES showing a reference value
         in BNDES's Monetary Unit - UMBND, which quotation shall be obtained in
         BNDES' Financial Management Department of the International Financing
         Area - DEFIN/AF, being the value for payment in Brazilian currency
         calculated on the basis of the quotation valid for the actual payment
         date.

PARAGRAPH TWO

         The non-receipt of the Collection Advice shall not exempt the
         BENEFICIARY from its obligation to pay the principal and the charges on
         the dates established in this Contract.

PARAGRAPH THREE

         BNDES shall make available to the BENEFICIARY the information, data and
         calculations utilized for determining the values due.

ARTICLE TEN
AMORTIZATION

The principal of the debt resulting from each Sub-credit contemplated in this
Contract shall be paid to BNDES as follows:

         (I)      SUB-CREDIT "A": in 51 (fifty one) successive monthly
                  installments, each one in the amount of the due principal of
                  the debt under this Sub-credit divided by the number of
                  amortization installments still not due, being the first
                  installment due on September 15 (fifteen), 2001 and the last
                  one on November 15 (fifteen) 2005, subject to the provisions
                  of Article Twenty Four.


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         (II)     SUB-CREDIT "B": in 39 (thirty nine) successive monthly
                  installments, each one in the amount of the due principal of
                  the debt under this Sub-credit divided by the number of
                  amortization installments still not due, being the first
                  installment due on September 15 (fifteen), 2002 and the last
                  one on November 15 (fifteen) 2005, subject to the provisions
                  of Article Twenty Four;

         (III)    SUB-CREDIT "C": in 39 (thirty nine) successive monthly
                  installments, each one in the amount of the due principal of
                  the debt under this Sub-credit, updated in accordance with
                  Article Eight, divided by the number of amortization
                  installments still not due, being the first installment due on
                  November 15 (fifteen), 2002 and the last one on January 15
                  (fifteen) 2006, subject to the provisions of Article Twenty
                  Four

                                 SOLE PARAGRAPH

         The BENEFICIARY commits to settle on January 15 (fifteen), 2006, upon
         the payment of the last amortization installment, all the obligations
         under this Contract.

ARTICLE ELEVEN
GUARANTEE - RESERVE OF PAYMENT MEANS

In order to assure the payment of any obligation arising out of this Contract,
such as the principal of the debt, interests, commissions, conventional penalty
and fines, the BENEFICIARY irrevocably gives as guarantee in favor of BNDES
parcels of its revenue from cellular telephone services to be deposited with a
centralizing bank (Trustee) chosen in common agreement between the parties, so
as to guarantee the fulfillment of the financial obligations arising out of the
Contract as set forth in the "Contract for Collection, Deposit, with
Intervention and other Agreements", according to the draft included in the Annex
I hereof, which becomes an integral, inseverable part of this Contract, or other
funds that, having the same purpose, replace them in the amount corresponding to
the installments related to the principal and accessories due in each period
from this date up to the final settlement of all the obligations arising out of
this Contract.

PARAGRAPH ONE

         If case the blocked funds as provided for in the caption of this
         Article are insufficient, the BENEFICIARY shall allocate, upon previous
         approval by BNDES, additional funds to assure to the full payment of
         the financial obligations arising out of this Contract.

ARTICLE TWELVE
CHANGE IN THE LEGAL CRITERION FOR REMUNERATING THE RESOURCES FROM PIS/PASEP FUND
AND FAT

In the hypothesis the legal criterion for remunerating the resources allocated
to BNDES from the PIS/PASEP Participation Fund and Work Support Fund - FAT is
changed, the remuneration set forth in Article Four may be, at BNDES'
discretion, calculated according to the new remuneration criterion applicable to
such resources or such other criterion indicated by BNDES that, besides
preserving the actual value of the transaction, remunerates it at the same
previous level. In such a case, BNDES will advise the BENEFICIARY, in writing,
about the change.

ARTICLE THIRTEEN
BENEFICIARY'S SPECIAL OBLIGATIONS

The BENEFICIARY commits itself:

         (I)      to comply, as applicable, until the final settlement of the
                  debt arising out of this Contract, with the "PROVISIONS
                  APPLICABLE TO BNDES' CONTRACTS" as approved by Resolution no.
                  665 of December 10, 1987 and partially amended by Resolution
                  no. 775 of December 16, 1991, Resolution 863 of March 11,
                  1996, Resolution no. 878 of September 4, 1996, Resolution no.
                  894 of March 6, 1997 and Resolution 927 of April 1, 1998 all
                  issued by BNDES's Board of Directors


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                  and published in the Official Daily Government Gazette
                  (Section I) of December 29, 1987, December 27, 1991, April 8,
                  1996, September 24, 1996, March 19, 1997, and April 15, 1998,
                  respectively, a copy of which is hereby handed over to the
                  BENEFICIARY, who upon being aware of their entire content
                  declares accepting them as an inseverable, integral part of
                  this Contract for all the legal purposes and effects;

         (II)     to draw the total of Sub-credit "A" until December 31, 2000
                  and those of Sub-credits "B" and "C" until December 31, 2001,
                  without prejudice of BNDES's right to extend such deadlines,
                  either prior to or after their expiry, under the guarantees
                  hereby provided, by means of express authorization by letter,
                  irrespective of any other formality or record;

         (III)    to provide training focused on job opportunities existing in
                  the region and/or reemployment program to employ the workers
                  in other companies if, as a function of the project referred
                  to in Article One, the BENEFICIARY reduces its personnel
                  during the validity of this Contract; for that purpose the
                  BENEFICIARY must submit to BNDES' appreciation a document
                  specifying and evidencing the conclusion of negotiations with
                  the dismissed workers' competent representation(s);

         (IV)     to adopt during the validity of this Contract measures and
                  actions intended to avoid or correct damages to the
                  environment, safety and work medicine that could be caused by
                  the project referred to in Clause One;

         (V)      to comply with its obligation before the environmental
                  agencies during the validity of this Contract;

         (VI)     to address a correspondence to the Granting Power, with copy
                  to BNDES, requesting the inclusion of its debt with BNDES in
                  the procedures relative to eventual indemnity calculation and
                  that BNDES should be informed about any fact that could impair
                  the purpose of the present transaction; a copy of this
                  Contract must be attached to such correspondence;

         (VII)    authorize the direct payment by the Granting Power to BNDES of
                  indemnity due to the BENEFICIARY as provided for in the
                  Concession Contract no. 010/97 - DOTC/SFO/MC signed between
                  the BENEFICIARY and ANATEL in such an amount so as to cover
                  the BENEFICIARY's debt under this transaction;

         (VIII)   to pay directly to BNDES the financial obligations for the
                  full settlement of the debt arising out of this transaction,
                  in case such indemnity is not due;

         (IX)     to pay to BNDES for the sake of Performance Premium an amount
                  corresponding to 0.5% (half percent) on the debt balance under
                  this Contract calculated on the closing date of the Yearly
                  Balance Sheet, to be paid in case the Item "Net Sales" (Net
                  Operating Revenue) is equal to or higher than 110% (one
                  hundred ten percent) of the Project's planned outcome
                  according to the Projected Cash Flow in real terms (IGP-M)
                  included as Annex II to this Contract, subject to the
                  following:

                  (a)      the Performance Premium will be paid in the year
                           subsequent to its determination in four equal
                           installments, together with the payment of the debt
                           principal;

                  (b)      the Yearly Balance Sheet adopted as a basis for
                           calculating the Performance Premium must be audited
                           by independent auditors registered with Comissao de
                           Valores Mobiliarios - CVM (Securities and Exchange
                           Commission);

                  (c)      the Performance Premium shall be apportioned between
                           BNDES and the FINANCIAL AGENTS in the proportion of
                           their individual participation in the transaction
                           covered by


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                           the Financing Contract Through Assignment of Loan
                           Contracted with Banco Nacional de Desenvolvimento
                           Economico e Social BNDES FINEM TJLP/CM no.
                           54/2000-IC.

         (X)      not to assign to nor commit with another creditor, without the
                  previous agreement by BNDES, the revenues assigned as provided
                  for in the "Contract for Collection, Deposit, with
                  Intervention and other Agreements", which draft shall be
                  furnished by BNDES;

         (XI)     to issue securities at BNDES's discretion at any time during
                  the validity of this Contract, being such securities fully
                  subscribed by BNDES with the partial or full utilization of
                  the debt balance on the issuance date, subject to terms and
                  average interest rate equivalent to those of the originally
                  contracted transaction, as well as to agree with the
                  subsequent public placement of such securities on the market,
                  committing to perform all the acts required for such
                  placement;

         (XII)    to keep, during the validity of this Contract and until its
                  final settlement, the following minimum financial indexes: of
                  capitalization, current liquidity, EBITDA margin and debt
                  coverage as calculated on the annual balance sheet or trial
                  balance audited by independent auditors registered with the
                  Securities and Exchange Commission;

                  (a)      capitalization index (PL/AT): stockholder's equity
                           divided by total assets, equal to or higher than 35%
                           (thirty five percent);

                  (b)      current liquidity index (AC/PC): current assets
                           divided by current liabilities, equal to or higher
                           than 1.10 in year 2000, equal to or higher than 0.80
                           in year 2001, and equal to or higher than 1.10 in
                           year 2002 and after, until the final settlement of
                           all obligations arising out of the present
                           transaction;

                  (c)      EBITDA margin: (EBITDA/ROL): operating earnings
                           before interest, taxes, depreciation and amortization
                           divided by the net operating revenues, equal to or
                           higher than 35% (thirty five percent);

                  (d)      Debt coverage index (EBITDA/PC): operating earnings
                           before interest, taxes, depreciation and amortization
                           divided by the current liabilities, equal to or
                           higher than 1.00 in year 2000, and equal to or higher
                           than 1.30 in year 2001 until the final settlement of
                           all obligations arising out of the present
                           transaction;

                  Where:

                  PL = stockholder's equity, AC = current assets, PC = current
                  liabilities (including financing for periods equal to or lower
                  than 12 months);

                  EBITDA = operating earnings before interest, taxes,
                  depreciation and amortization, ROL = net operating revenues,
                  AT = total assets

         (XIII)   to comply with the Brazilian legislation applicable to foreign
                  personnel and consultancy contracting;

         (XIV)    to respect the minimum nationalization indexes in the project
                  referred to in Article One, SOLE PARAGRAPH, as required in
                  BNDES's Telecommunication Investment Support Program
                  (consubstantiated through excerpt of Minutes of Meeting of
                  BNDES' Board of Director no. 08/99 of 29.03.99) for the
                  acquisition of equipment, and installation and erection
                  services relative to the implantation project of cellular
                  mobile telephone service (Band A) in the Beneficiary's
                  concession area as described under Article One, SOLE
                  PARAGRAPH, to be approved from time to time by FINAME;

         (XV)     not to provide privileged guarantees to other creditors
                  without the agreement by BNDES;


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         (XVI)    to accept the inclusion in the "Contract for Collection,
                  Deposit, with Intervention and other Agreements", which draft
                  is in Annex I hereto, of a mechanism of guarantee account
                  under withholding of 140% of the value corresponding to the
                  next installment falling due in the period if the company's
                  "Net Sales" is lower than 70% of that foreseen in the cash
                  flow agreed upon , in real terms (IGP-M), included in Annex II
                  hereto, until such Net Sales becomes equal to or higher than
                  the foreseen value;

         (XVII)   to timely pay all its obligations with ANATEL during the
                  validity of this Contract.

ARTICLE FOURTEEN
PAYMENT OF THE BRIDGING LOAN

The BENEFICIARY hereby irrevocably grants BNDES the power to use the funds from
the present transaction to pay, in whole or in part, the debt balance of
Contracts no. 28/99-IC and unnumbered signed between the Beneficiary and BANCO
ITAU S.A. on 21.09.99 and between the Beneficiary and BANCO ALFA DE
INVESTIMENTOS S.A. on 23.09.99, respectively, in the amount of R$ 22,552,000.00
(twenty two million five hundred fifty two thousand Reais) each.

ARTICLE FIFTEEN
REPRICING

The BENEFICIARY hereby agrees that the present contract will be repriced at the
end of the 47th month from the date hereof, being the spread increased from 3.8%
to 5.8%, having the BENEFICIARY the option to anticipate the contract settlement
at that time.

ARTICLE SIXTEEN
OBLIGATIONS OF THE INTERVENIENTS

The Intervenients TELEMIG CELULAR PARTICIPACOES S.A. and TELPART PARTICIPACOES
S.A., duly qualified in the caption of this Contract, commit:

         (I)      TELEMIG CELULAR PARTICIPACOES S.A.: to allocate the funds
                  required for the implementation of the financial support
                  project necessary to the project contemplated in Article One,
                  SOLE PARAGRAPH, of the present Contract and to keep them
                  during the validity of this Contract.

         (II)     TELPART PARTICIPACOES S.A.:

                  (a)      to take all the necessary steps to assure the
                           compliance with the purpose contemplated in Article
                           One, SOLE PARAGRAPH, of the present Contract;

                  (b)      to implement all the required acts to assure the
                           execution of the investment plan as submitted to
                           BNDES;

                  (c)      to immediately advise BNDES about any fact or act
                           that could hinder the compliance with the purpose
                           referred to in Article One, SOLE PARAGRAPH, of the
                           present Contract, particularly as far as the agreed
                           guarantees are concerned;

                  (d)      to previously advise BNDES about any change that
                           could take place in the ownership of the BENEFICIARY
                           and the INTERVENIENT providing personal guarantee;

                  (e)      to exert its direct or indirect controlling power
                           over the BENEFICIARY so as to comply with the
                           concession contract no. 010/97 - DOTC/SFO/MC signed
                           between the BENEFICIARY and ANATEL;


                                     E-128
<PAGE>   10
                  (f)      to fulfill its duties and responsibilities in
                           relation to the controlled company TELEMIG
                           PARTICIPACOES S.A. and to cause the latter to fulfill
                           its duties and responsibilities before the
                           BENEFICIARY in accordance with articles 115, 116 and
                           117 of Law no. 6404 of 15.12.76.

ARTICLE SEVENTEEN
RECIPROCAL PROXY

The BENEFICIARY, the guarantor and the intervenient TELPART PARTICIPACOES S.A.
hereby irrevocably constitute themselves their mutual, reciprocal proxies until
the final, settlement of the debt arising out of this Contract, with powers to
receive service of process, notices and legal notices, "ad judicia" powers for
the general jurisdiction, which may be assigned to a counsel, all related to any
judicial or extra-judicial proceedings filed against them by BNDES in connection
with this Contract, and power to take all the necessary measures for the full
and faithful performance of such power of attorney.

ARTICLE EIGHTEEN
CONDITIONS FOR CREDIT DRAWING

Besides the compliance with the provisions of articles 5 and 6 of the
above-mentioned "PROVISIONS APPLICABLE TO BNDES' CONTRACTS" and the "FOLLOW UP
REGULATIONS AND INSTRUCTIONS" referred to in article 2 of said "PROVISIONS", the
drawing against this credit is subject to the fulfillment of the following
conditions:

         (I)      For drawing the first credit installment:

                  (a)      opening of a current account by the BENEFICIARY with
                           BNDES;

                  (b)      receipt of the correspondence referred to in Article
                           Thirteen, item VI;

                  (c)      presentation of the "Contract for Collection,
                           Deposit, with Intervention and other Agreements" duly
                           signed and registered, according to the draft
                           included in Annex I hereto;

                  (d)      submission of evidence of hiring an audit
                           firm/specialized consultancy to attest the
                           accomplishment of the financial indexes referred to
                           in Article Thirteen, item XII

         (II)     For drawing each credit installment:

                  (a)      non-existence of economic-financial fact that, at
                           BNDES' discretion, may impair the execution of the
                           project hereby financed by changing it or hindering
                           its implementation as contemplated in the project
                           approved by BNDES;

                  (b)      submission by the BENEFICIARY of Social Security
                           Contributions Clearance (Certidao Negativa de Debito
                           - CND) issued by Instituto Nacional do Seguro Social
                           - INSS (Social Security Institute) obtained by the
                           BENEFICIARY through the INTERNET and checked by BNDES
                           in the site www.mpas.gov.br;

                  (c)      submission of declaration that the BENEFICIARY
                           fulfils the Brazilian legislation applicable to
                           foreign labor and consultancy contracting;

ARTICLE NINETEEN
GUARANTEE

TELEMIG CELULAR PARTICIPACOES S.A., duly qualified in the caption hereto,
accepts the present Contract in its capacity of guarantor and main payer, and
hereby expressly waives the benefits of articles 1.491, 1.499 and 1.503


                                     E-129
<PAGE>   11
of the Civil Code, and 261 and 262 of the Commercial Code, being jointly liable,
up to the final settlement of this Contract, for the full and faithful
fulfillment of the BENEFICIARY'S obligations hereunder.

ARTICLE TWENTY
DEFAULT

In case of default of the obligations hereunder by the BENEFICIARY and
Intervenients it shall apply the provisions of articles 40 through 47 of the
"PROVISIONS APPLICABLE TO BNDES' CONTRACTS" referred to in Article Thirteen,
item I.

ARTICLE TWENTY-ONE
LEGAL PROCEEDING PENALTY

In case of judicial collection of the debt arising out of this Contract, the
BENEFICIARY shall pay a penalty of 10% (ten percent) on the debt principal and
charges, besides the judicial and extra-judicial expenses, and attorney's fees,
due as of the first order given by the competent authority in the collection
pleading.

ARTICLE TWENTY-TWO
ANTICIPATED DEBT SETTLEMENT

In case of anticipated debt settlement the guarantees will be released, being
applicable to the remaining obligations what provided for in Article 18,
paragraph two, of the "PROVISIONS APPLICABLE TO BNDES' CONTRACTS" referred to in
Article Thirteen, item I.

ARTICLE TWENTY-THREE
ACCELERATION

BNDES may declare the anticipated expiry of this Contract being the debt payable
and any disbursement immediately suspended if, besides the hypotheses
contemplated in articles 39 and 40 of the "PROVISIONS APPLICABLE TO BNDES'
CONTRACTS" referred to in Article Thirteen, item I, the following facts are
evidenced by BNDES:

                  (a)      inclusion in the articles of association, by-laws or
                           certificate of incorporation of the BENEFICIARY or
                           the controlling companies of a provision according to
                           which special quorum would be required for deciding
                           or approving matters that impose limitations or
                           hindrances to the control of any of these companies
                           by the respective controllers, or the inclusion in
                           those documents of a provision that imply in:

                           (i)      restrictions to the BENEFICIARY's growth
                                    capacity or to its technological
                                    development;

                           (ii)     restrictions to the BENEFICIARY's access to
                                    new markets; or

                           (iii)    restrictions to or loss of capacity of
                                    paying the financial obligations arising out
                                    of this transaction.

                  (b)      personnel reduction by the BENEFICIARY without
                           complying with the provisions of Article Thirteen,
                           item III;

                  (c)      non-compliance with the financial indexes set forth
                           in Article Thirteen, item XII;

                  (d)      non-compliance with the provisions of Article
                           Sixteen, item I.


                                     E-130
<PAGE>   12
                                 SOLE PARAGRAPH

         In case of application of funds granted by this Contract in an activity
         other than that set forth in Article One, BNDES shall advise the
         Federal Department of Justice (Ministerio Publico Federal) about such
         fact for the sake of application of Law no. 7.492 of 16.06.86, without
         prejudice of the provisions of this article's caption.

ARTICLE TWENTY-FOUR
MATURITY ON HOLIDAYS
Any installment relative to the amortization of the principal and charges
falling due on Saturdays, Sundays or national holidays, including bank holiday,
shall be transferred, for all the purposes and effects of this Contract, to the
first subsequent working day, being the charges calculated up to such date, and
starting from this date the subsequent period for charges determination and
calculation hereunder.

The BENEFICIARY submitted the Social Security Contributions Clearance (Certidao
Negativa de Debito) CND no. 015642000-11602015 issued by Instituto Nacional do
Seguro Social - INSS (Social Security Institute) on October 6, 2000.

The pages of the present Instrument are signed by Alvaro Olveira de Freitas,
BNDES' counsel, by authorization from the undersigned legal representatives.

And for being in agreement, the parties sign the present Instrument in 4 (four)
copies with the same content and for the same effect in the presence of the
undersigned witnesses.

Rio de Janeiro, November 9th, 2000

On behalf of BNDES:

[illegible signature]
Francisco R. Gross - President

[illegible signature]
Aluysio Asti - Director

BANCO NACIONAL DE DESENVOLVIMENTO ECONOMICO E SOCIAL - BNDES

In behalf of the Beneficiary:

SIGNATURE SHEET OF CONTRACT NO. 00.2.491.3.1

On behalf of the BENEFICIARY:
--------------------------------------------------------------------------------
(illegible signature)                               (illegible signature)
TELEMIG CELULAR S.A.

On behalf of the INTERVENIENTS:

(illegible signature)                               (illegible signature)
--------------------------------------------------------------------------------
TELEMIG CELULAR PARTICIPACOES S.A.

(illegible signature)                               (illegible signature)
--------------------------------------------------------------------------------
TELPART PARTICIPACOES S.A.

WITNESSES:


                                     E-131
<PAGE>   13
(illegible signature)                               (illegible signature)

Telemig- Contract BNDES Telemig
--------------------------------------------------------------------------------

"ENGLISH TRANSLATION"



                                     E-132
<PAGE>   14
           FINANCING CONTRACT THROUGH TRANSFER OF THE CONTRACTED LOAN
     WITH BANCO NACIONAL DE DESENVOLVIMENTO ECONOMICO E SOCIAL - BNDES FINEM
                             TJLP/CM-NO. 054/2000-IC

Name of the FINANCIAL AGENTS:

BANCO ITAU S.A., a financial institution with headquarters at Rua Boa Vista 176,
Centro, in the City of Sao Paulo, State of Sao Paulo, registered at the General
Taxpayer's Registry CNPJ under NO. 60.701.190/0001-04, represented in this act
by the persons signing below on the signature's page; and

BANCO BRADESCO S.A., a financial institution with headquarters at the City of
Osasco, State of Sao Paulo, at Cidade de Deus, registered at the General
Taxpayer's Registry CNPJ under NO. 60.746.948/0001-12, represented in this act
by the persons signing on the signature's page; and

BANCO ALFA DE INVESTIMENTOS S.A., a financial institution with headquarters at
the City of Sao Paulo, State of Sao Paulo, at Alameda Santos NO. 466 - 4(0)
andar, registered at the General Taxpayer's Registry CNPJ under NO.
60.770.336/0001-65, represented in this act by the persons signing on the
signature's page; and

Designated jointly as "Financial Agents" due to the constitution of the
Consortium Contract signed between the Financial Agents on November 9th, 2000,
and of which this Instrument is an inseparable and integrating part, it was
established that the Banco Itau S.A, is determined to be the Leader of the
Consortium, hereinafter so called, and which may be substituted, at any time by
determination of the BNDES.

NAME OF THE BENEFICIARY

TELEMIG CELULAR S.A., a joint stock company with head office in Belo Horizonte,
State of Minas Gerais, at Rua Levindo Lopes, 258 - 9(0)andar, Funcionarios,
registered with CNPJ under no. 02.320.739/0001-06, hereinafter referred to as
the BENEFICIARY, hereby represented by the undersigned representatives;

NAME OF THE INTERVENIENT GUARANTOR

TELEMIG CELULAR PARTICIPACOES S.A., a joint stock company with head office in
Belo Horizonte, State of Minas Gerais, at Rua Levindo Lopes, 258 - 9(0)andar,
Funcionarios, registered with CNPJ under no. 02.558.118/0001-65, hereinafter
referred to as the Intervenient Guarantor, hereby represented by the undersigned
representatives;

NAME OF THE INTERVENIENT

TELPART PARTICIPACOES S.A., stock company, with head office in Rio de Janeiro,
State of Rio de Janeiro, at Avenida Presidente Wilson, 231 - 28(0)andar, Centro,
registered with CNPJ under no. 02.591.814/0001-73, hereby represented by the
undersigned representatives;

The Intervenient and the Intervenient Guarantor, when jointly mentioned, shall
be called simply Intervenients.

1)       DATA FROM THE CREDIT OPENING

         1.1)     Date: November 9th, 2000

         1.2)     Value of the deferred credit: Total amount of the Sub-credit
                  "A", "B" and "C".

                  1.2.1)   Sub-credit "A": R$ 105,833,700.00

                  1.2.2)   Sub-credit "B": R$ 42,598,500.00

                  1.2.3)   Sub-credit "C": R$ 33,744,900.00


                                     E-133
<PAGE>   15
         1.3)     Maturity date: January 15th, 2006

         1.4)     Term for use: 12/31/2000

                  1.4.1)   Sub-credit "A": until 12/31/2000

                  1.4.2)   Sub-credit "B" and "C": 12/31/2001

         1.5)     Grace periods:

                  1.5.1)   Sub-credit "A": Up to 9 [nine months]

                  1.5.2)   Sub-credit "B" and "C": Up to 21 [twenty one] months

         1.6)     Decision DIR NO.; date: Annex I of 490/2000 of 09/11/2000

         1.7)     Interest rate: 3.8% [three point eight per cent] p.a.,
                  equivalent to 0.3113% per month.

         1.8)     Commission of the Financial Agents: 1.3% [one point three per
                  cent] p.a. already included into the Interest Rate.

         1.9)     Credit reserve commission: 0.1% [one tenth] p.a.

         1.10)    Destination of the financing

                  Transfer of the funds to the Beneficiary, for the purpose of
                  financial support for the investments necessary for the
                  expansion and modernization project of the Mobile Cell
                  Telephony, Band "A", in the state of Minas Gerais, as well as
                  the payment of the Bridge Loan granted through the Contracts
                  NO. 28/99-IC and s/NO. dated September 23rd, 1999,
                  respectively, in the amount of R$ 22,552,000.00 [twenty two
                  million, five hundred and fifty two thousand Reais, each one.

         1.11)    Guarantees:

                  1.11.1)  Guarantee granted by the Intervenients Guarantors
                           above qualified, in the quality of joint debtors and
                           main payees of the obligations derived from this
                           Contract, as defined in Sub-item 19.1;

                  1.11.2)  Pledging part of the invoicing derived from the
                           collection of the cell telephone services, as
                           established in Sub-item 19.2;

                  1.11.3)  03 [three] Promissory Notes issued by the Beneficiary
                           for the benefit of the Financial Agents, maturity at
                           sight, in an amount corresponding to 130% [one
                           hundred and thirty per cent] of the credit granted,
                           by each one of the Financial Agents, as defined in
                           Sub-item 19.3;

2)       NATURE AND ORIGIN OF THE CREDIT

         2.1)     The credit now granted, divided into 03 [three] Sub-credits,
                  in the amounts mentioned in the Sub-item 1.2, for the account
                  of the Credit Opening Contract NO. 91.2.149.6.1.013, executed
                  on July 19th, 1991, between the BNDES and the Financial
                  Agents, shall be funded by:

                  2.1.1)   Sub-credits "A" and "B": with ordinary resources from
                           BNDES which are composed, among other sources, of
                           funds from the Fundo de Amparo ao Trabalhador - FAT
                           (Worker's Support Fund), funds from the FAT - Special
                           Deposits and from the


                                     E-134
<PAGE>   16
                           PIS/PASEP Participation Fund, allocated in accordance
                           with the legislation applicable to each individual
                           source and in compliance with the provisions of
                           Sub-item 7.2;

                  2.1.2)   Sub-credit "C": considering base date of August 15,
                           2000, to be provided from foreign currency funds
                           borrowed by BNDES and assigned according to
                           Resolution no. 635/87 of January 13, 1987 issued by
                           BNDES' Board of Directors, subject to the provisions
                           of Sub-item 3.1.

3)       UPDATING SUB-CREDIT "C"

         3.1)     From the base date mentioned in Sub-item 2.1.2, in accordance
                  with the weighed average of the exchange variations applicable
                  to the funds borrowed by BNDES in foreign currency without
                  connection to loans under specific conditions, subject to the
                  provisions of Sub-item 4.1, below falling upon the credit not
                  drawn.

4)       UPDATING SUB-CREDIT "C" DEBT VALUE

         4.1)     The debtor balance of the Beneficiary, included there the
                  principal, interests, compensatory and default interests,
                  expenses, commissions and all other charges, shall be updated
                  every day by the weighed average of the exchange variations
                  applicable to the funds borrowed by BNDES, in foreign
                  currency, without connection to loans under specific
                  conditions, subject to the specific provisions, determined in
                  accordance with the following criteria:

                  (I)      daily determination by BNDES of its liabilities
                           payable in foreign currency without connection with
                           loans under specific conditions for the purpose of
                           calculating the weighed averages to be applied to the
                           exchange variations;

                  (II)     based on the liabilities position determined as
                           provided for under item I, taking into account the
                           closing sales rates of foreign currencies disclosed
                           by the Brazilian Central Bank in the previous day.

         4.2)     The weighed average of exchange rates referred to in this
                  Article will be published by BNDES in the Official Daily
                  Government Gazette (Diario Oficial da Uniao) (Section 3) on
                  the 10th (tenth) and 25th (twenty-fifth) day of each month or
                  in the first edition subsequent to those days in case the
                  above-mentioned official Gazette is not published on those
                  dates.

5)       CHANGE OF THE LEGAL CRITERIA FOR REMUNERATION OF FUNDS

         5.1)     In the hypothesis the legal criterion for remunerating the
                  resources allocated to BNDES from the PIS/PASEP Participation
                  Fund and Work Support Fund - FAT is changed, the remuneration
                  set forth in Item 09 [nine] may be, at BNDES' discretion,
                  calculated according to the new remuneration criterion
                  applicable to such resources or such other criterion indicated
                  by BNDES that, besides preserving the actual value of the
                  transaction, remunerates it at the same previous level. In
                  such a case, the Financial Agents will advise the BENEFICIARY,
                  in writing, about the change.

6)       PURPOSE

         6.1)     The funds object of this present Contract shall be used by the
                  Beneficiary in accordance with the purpose stipulated in
                  Sub-item 1.10 [Destination of the financing] of the preamble.

7)       CREDIT AVAILABILITY

         7.1)     The resources shall be made available to the Beneficiary, in
                  installments and in accordance with the projects needs,
                  respecting the financial programming of the BNDES, which is
                  subordinated to


                                     E-135
<PAGE>   17
                  the resources definition, for its application, by the National
                  Monetary Council, and the availability of the resources
                  derived from the Credit Opening Contract NO. 91.2.149.6.1.013,
                  referred in Sub-item 2.1, above mentioned.

         7.2)     The amount of each installment of the Sub-Credits "A" and "B",
                  made available to the Beneficiary shall be calculated in
                  accordance with the criteria established in the law
                  instituting the Long Term Interest Rates - TJLP, for the
                  determination of the debtor balances of the financings
                  contracted by the BNDES System until November 30th, 1994.

         7.3)     The resources shall be transferred by the Financial Agents to
                  the Beneficiary, in the following proportions, as agreed upon
                  in the Consortium Constitution Agreement, integrating this
                  Instrument:

<TABLE>
<CAPTION>
                  AGENTS                             PARTICIPATION R$     IN PERCENTAGE
<S>                                                  <C>                  <C>
                  Banco Itau S.A.                     95,642,977.50           52.50%
                  Banco Bradesco                      40,989,847.50           22.50%
                  Banco Alfa de Investimento S.A.     45,544,275.00           25.00
                                                      --------------          ------
                                 TOTAL                182,177,100.00          100.00%
</TABLE>

         7.4)     The resources shall be transferred by the Financial Agents to
                  the Beneficiary on the third [3rd] working day after receiving
                  date the resources of the Sub-Credits "A" and "B", and until
                  the second [2nd] working day after the receiving date of the
                  Sub-Credits "C" resources.

         7.5)     No liberation shall be made before the disbursement by BNDES
                  to the Financial Agents, the amounts corresponding to each one
                  of them, being hereby established that no responsibility shall
                  fall upon the Financial Agents in the case BNDES interrupts
                  the disbursements, or makes them only partially, or
                  subordinates them to conditions not foreseen in this contract,
                  or also, cancels, totally or partially, the credits granted to
                  the Financial Agents, without their fault.

         7.6)     If, for any reason, BNDES should not transfer to the Financial
                  Agents the amounts necessary for the loan, or suspends any
                  resources liberation for the transfer to the Beneficiary, this
                  contract shall be rescinded, totally or partially, completely
                  legally and independently of any judicial or extra-judicial
                  interpellation, there being no rights against the Financial
                  Agents by the Beneficiary, and consequently any pretension of
                  indemnification or refunding of any damage derived from the
                  same, or loss of profits because of the non concession of the
                  credits, remaining in force, in the case of disbursement
                  having been made, until its total settlement, all obligations
                  until that date assumed, due to the force of the respective
                  Contract.

8)       TERMS FOR USE, GRACE PERIOD AND AMORTIZATION

         8.1)     The term for use of the resources shall be the one stipulated
                  in Sub-Item 1.4.1, for the Sub-Credits "A" and the one
                  stipulated in Item 1.4.2, for the Sub-Credits "B" and "C".

         8.2)     The grace period shall be the one stipulated on Sub-item 1.5.1
                  for the Sub-Credit "A", and the one stipulated in the Sub-item
                  1.5.2, for the Sub-Credit "B and "C", and shall be counted
                  from the 15th, [fifteenth] subsequent day to the execution
                  date of this Contract.

         8.3)     The amount of the debt shall be paid by the Beneficiary to the
                  Financial Agents, in the term and form established as follows:

                  (I)      SUB-CREDIT "A": in 51 (fifty one) successive monthly
                           installments, each one in the amount of the due
                           principal of the debt under this Sub-credit divided
                           by the number of amortization installments still not
                           due, being the first installment due on September 15


                                     E-136
<PAGE>   18
                           (fifteen), 2001 and the last one on November 15
                           (fifteen) 2005, subject to the provisions of Sub-item
                           13.1 and following.

                  (II)     SUB-CREDIT "B": in 39 (thirty nine) successive
                           monthly installments, each one in the amount of the
                           due principal of the debt under this Sub-credit
                           divided by the number of amortization installments
                           still not due, being the first installment due on
                           September 15 (fifteen), 2002 and the last one on
                           November 15 (fifteen) 2005, subject to the provisions
                           of Sub-item 13.1 and following;

                  (III)    SUB-CREDIT "C": in 39 (thirty nine) successive
                           monthly installments, each one in the amount of the
                           due principal of the debt under this Sub-credit,
                           updated in accordance with Article Eight, divided by
                           the number of amortization installments still not
                           due, being the first installment due on November 15
                           (fifteen), 2002 and the last one on January 15
                           (fifteen) 2006, subject to the provisions of Sub-item
                           13.1 and following.

9)       INTERESTS ACCRUING ON SUB-CREDIT "A" AND "B"

         9.1)     Over the principal of the debt of the Beneficiary, interests
                  shall accrue at the rate determined in Sub-item 1.7, over the
                  Long Term Interest Rate, hereinafter designated TJLP, divulged
                  by the Banco Central do Brasil [Brazil's Central Bank]
                  included into the same the commission determined in Sub-item
                  1.8, observing the following determinations:

         9.2)     TJLP higher or lower than:

                  9.2.1)   When TJLP is higher than 6% (six percent) per annum:

                           a)       The amount corresponding to the TJLP portion
                                    above 6% (six percent) per annum shall be
                                    capitalized on the 15th (fifteenth) day of
                                    each month during the effectiveness of this
                                    Contract and on its expiry or settlement,
                                    subject to the provisions of Sub-Item 13.1,
                                    and calculated according to the following
                                    capitalization term, taking into
                                    consideration all the financial events
                                    occurred in the period:

                                    TC = [(1 + TJLP)/1.06]n-360 - 1
                                    (capitalization term equals to, open
                                    brackets, ratio of TJLP plus the unit to one
                                    and six hundredth, close brackets, raised to
                                    the power corresponding to the ratio of "n"
                                    to three hundred sixty, and deducting one
                                    unit from such a result), where:

                                    TC - capitalization term;

                                    TJLP - Long Term Interest Rate published by
                                    Brazilian Central Bank; and

                                    n - number of days between the financial
                                    event date and the date of capitalization,
                                    maturity or settlement of the obligation,
                                    being considered a financial event any and
                                    all facts of financial nature from which the
                                    debt balance under this Contract is or may
                                    be changed.

                           b)       The percentage above the TJLP (spread)
                                    mentioned in the caption of the Sub-item 1.7
                                    plus the non-capitalized portion of the TJLP
                                    of 6% (six percent) per annum shall be
                                    calculated on the debit balance on the
                                    interest maturity dates mentioned in
                                    Sub-item 9.4 or on the date of expiry or
                                    settlement of this Contract, subject to the
                                    provision of item "a" and considering, for
                                    the purpose of calculating the daily
                                    interest, the number of days between the
                                    date of each financial event and the
                                    above-mentioned maturity dates.


                                     E-137
<PAGE>   19
                  9.2.2)   When TJLP is equal to or lower than 6% (six percent)
                           per annum:

                           The percentage above the TJLP (spread) mentioned in
                           the caption of the Sub-item 1.7, plus the TJLP shall
                           be calculated on the debit balance on the interest
                           maturity dates mentioned in Sub-item 9.4 or on the
                           date of expiry or settlement of this Contract, being
                           considered, for the purpose of calculating the daily
                           interest, the number of days between the date of each
                           financial event and the above-mentioned maturity
                           dates.

         9.3)     The amount referred to in Sub-item 9.2.1, sub-paragraph "a",
                  to be capitalized and incorporated into the principal of the
                  debt shall be payable in accordance with sub-paragraphs "a"
                  and "b" of sub-item 8.3.

         9.4)     The amounts determined in the grace periods in accordance with
                  the terms of Sub-item 9.2.1, sub-paragraph "b", or Sub-item
                  9.2.2, shall be demanded quarterly, during the grace periods
                  and monthly during the amortization period, jointly with the
                  installments of the principal, and at the maturity or
                  settlement of the Contract, observing the determinations of
                  Sub-item 13.1.

         9.5)     The commission of the Financial Agents is included into the
                  interest rate of Sub-item 1.7, consisting of a differential
                  indicated in Sub-item 1.8, being calculated over the
                  liabilities in accordance with the same criteria for the
                  interest payments.

10)      INTERESTS ACCRUING ON SUB-CREDIT "C"

         10.1)    For the use of this Sub-credit, the Beneficiary is subject to
                  interest at the interest rate determined in Sub-item 1.7, over
                  the variable rate readjusted on a quarterly basis on the 16th
                  (sixteenth) day of January, April, July and October on the
                  basis of the weighed average cost of all fees and expenses
                  incurred by BNDES in borrowing foreign currency funds without
                  connection with loans under specific conditions in the civil
                  quarter immediately prior to the month of readjustment of the
                  above-mentioned interest rate, calculated on the debt balance
                  updated as provided for under Sub-item 13.1, and following.

11)      DEBT PROCESSING AND COLLECTION

         11.1)    The Beneficiary shall amortize or settle the debt now assumed,
                  through a debit into the bank account of its ownership,
                  maintained before each one of the Financial Agents, obeying
                  the proportions mentioned in Sub-Item 7.3. The amortization
                  may be executed also through a bank cheque, bank compensation
                  slip or Credit-into-Account document - DOC, since informed
                  with at least 5 [five] working days in advance by the
                  Beneficiary.

         11.2)    The Financial Agents are hereby authorized by the Beneficiary,
                  on the maturity date of the commitment, in a irrevocable and
                  unappealable form to make the debit on its bank account, all
                  amounts due derived from this contract, the settlement of
                  these amounts remaining conditioned to the effective
                  availability of a balance on the bank account where the debits
                  are to be made. The insufficiency of balance in the bank
                  account, shall be stated as a delay in the payment.

         11.3)    At the criterion of each Financial Agent, the collection of
                  the principal and the charges derived from this present
                  operation, shall be made through a collection advice, issued
                  by the Financial Agents, with advance, so the Beneficiary may
                  settle its obligations on the maturity dates.

         11.4)    The Beneficiary may consult its balances on its bank accounts
                  "Future Entries", on which the collection of the principal and
                  charges shall be stated, with at least 05 [five] days in
                  advance, who shall inform the amount due to settle the
                  commitments on the maturity dates.

         11.5)    Considering that the debt resulting from Sub-credit "C" is
                  subject to daily updating as provided for in Item 4, above
                  mentioned, the Collection Advice referred to herein shall be
                  issued by BNDES


                                     E-138
<PAGE>   20
                  showing a reference value in BNDES's Monetary Unit - UMBND,
                  which quotation shall be obtained in BNDES' Financial
                  Management Department of the International Financing Area -
                  DEFIN/AF, being the value for payment in Brazilian currency
                  calculated on the basis of the quotation valid for the actual
                  payment date.

         11.6)    The non-receipt of the Collection Advice shall not exempt the
                  BENEFICIARY from its obligation to pay the principal and the
                  charges on the dates established in this Contract.

12)      CREDIT RESERVE COMMISSION

         12.1)    The BENEFICIARY shall pay to Financial Agents, in the
                  proportion stipulated on Sub-item 7.3, the Credit Reserve
                  Commission, determined in Sub-item 1.9, due every 30-day
                  (thirty) period or fraction thereof, calculated on

                  a)       The value of the Credit, if the signature of this
                           Contract occurs after the maturity terms determined
                           by BNDES, the period being counted from the day
                           immediate to this maturity until the date of the
                           above referred signature, the respective payment
                           being demandable for the initial use of the credit,
                           from which it shall be deductible;

                  b)       The value of the credit, if the operation becomes
                           cancelled after the postponement at request of the
                           Beneficiary, of the initial term established by BNDES
                           for the presentation of this Contract, counting the
                           period from the immediate day of the end of the
                           initial term until the date of the request for
                           cancellation made by the Beneficiary, or the
                           cancellation promoted by the BNDES and/or the
                           Financial Agents, the payment being demandable on 30
                           [thirty] days from the date of BNDES's decision.

                  c)       the balance not drawn of each credit parcel, as of
                           the day subsequent to the credit parcel availability
                           up to the drawing date, when its payment will be due;
                           and

                  d)       on the credit not drawn as of the day subsequent to
                           its availability up to the cancellation date upon
                           request by the BENEFICIARY or by initiative of BNDES,
                           which payment will be due on the request date or on
                           the date of BNDES decision, as the case may be;

                           12.1.1)  The incidence of the commission of the cases
                                    "c" and "d", above mentioned, shall depend
                                    on the determination of the scheme of
                                    availability of resources by the BNDES.

13)      MATURITY ON BANK HOLIDAY

         13.1)    The financial commitment relative to the amortization of the
                  principal and charges falling due on Saturdays, Sundays or
                  national holidays, including bank holiday, shall be
                  transferred, for all the purposes and effects of this
                  Contract, to the first subsequent working day, being the
                  charges calculated up to such date, and starting from this
                  date the subsequent period for charges determination and
                  calculation hereunder.

14)      SPECIAL OBLIGATIONS OF THE BENEFICIARY

         14.1)    Without prejudice to all other Items, the Beneficiary commits
                  itself also:

                  (a)      to comply, as applicable, until the final settlement
                           of the debt arising out of this Contract, with the
                           "PROVISIONS APPLICABLE TO BNDES' CONTRACTS" as
                           approved by Resolution no. 665 of December 10, 1987
                           and partially amended by Resolution no. 775 of
                           December 16, 1991, Resolution 863 of March 11, 1996,
                           Resolution no. 878 of September 4, 1996, Resolution
                           no. 894 of March 6, 1997 and Resolution 927 of April
                           1, 1998 all issued by BNDES's Board of Directors and
                           published in the Official Daily


                                     E-139
<PAGE>   21
                           Government Gazette (Section I) of December 29, 1987,
                           December 27, 1991, April 8, 1996, September 24, 1996,
                           March 19, 1997, and April 15, 1998, respectively;

                  (b)      to invest the resources obtained only in the
                           execution of the project, object of this Contract and
                           in accordance with the Table of Uses and Sources
                           [Annex I]

                  (c)      to invest its own resources, foreseen for the
                           execution of the project, in the amounts and terms
                           defined in the Table of Uses and Sources [Annex I],
                           as well as in its totality, the resources necessary
                           for the coverage of eventual insufficiencies or
                           accruals of the global budged of the project.

                  (d)      To communicate to the leader, any matters, which
                           could take to changes of the project or the Table of
                           Uses and Sources [Annex I], indicating the measures,
                           which the Beneficiary considers, should be taken.

                  (e)      To adopt, during the term of this Contract, measures
                           and actions to be taken in order to avoid or correct
                           damages to environment, safety and medicine at work,
                           which may be caused by the project now financed.

                  (f)      To maintain in a regular form its commitments before
                           the environmental organs, during the term of this
                           Contract.

                  (g)      to provide training focused on job opportunities
                           existing in the region and/or reemployment program to
                           employ the workers in other companies if, as a
                           function of the project referred to, the BENEFICIARY
                           reduces its personnel during the validity of this
                           Contract; for that purpose the BENEFICIARY must
                           submit to Financial Agents appreciation a document
                           specifying and evidencing the conclusion of
                           negotiations with the dismissed workers' competent
                           representation(s);

                  (h)      to maintain updated its commitments before ANATEL
                           during the term of this Contract;

                  (i)      to forward correspondence, with copy to the Financial
                           Agents and to BNDES, to the Granting Power, with copy
                           to BNDES, requesting the inclusion of its debt with
                           BNDES in the procedures relative to eventual
                           indemnity calculation and that BNDES should be
                           informed about any fact that could impair the purpose
                           of the present transaction; a copy of this Contract
                           must be attached to such correspondence;

                  (j)      to authorize the direct payment by the Granting Power
                           to BNDES of indemnity due to the BENEFICIARY as
                           provided for in the Concession Contract no. 010/97 -
                           DOTC/SFO/MC signed between the BENEFICIARY and ANATEL
                           in such an amount so as to cover the Beneficiary's
                           debt under this transaction

                  (k)      Intentionally omitted

                  (l)      to pay directly to Financial Agents and the BNDES the
                           financial obligations for the full settlement of the
                           debt arising out of this transaction, in case such
                           indemnity is not due;

                  (m)      to pay to BNDES for the sake of Performance Premium
                           an amount corresponding to 0.5% (half percent) on the
                           debt balance under this Contract calculated on the
                           closing date of the Yearly Balance Sheet, to be paid
                           in case the Item "Net Sales" (Net Operating Revenue)
                           is equal to or higher than 110% (one hundred ten
                           percent) of the Project's planned outcome according
                           to the Projected Cash Flow in real terms (IGP-M)
                           included as Annex II to this Contract, subject to the
                           following:


                                     E-140
<PAGE>   22
                           m.1)     the Performance Premium will be paid in the
                                    year subsequent to its determination in four
                                    equal installments, together with the
                                    payment of the debt principal;

                           m.2)     the Performance Premium shall be apportioned
                                    between BNDES and the FINANCIAL AGENTS in
                                    the proportion of their individual
                                    participation in the transaction;

                           m.3)     the Yearly Balance Sheet adopted as a basis
                                    for calculating the Performance Premium must
                                    be audited by independent auditors
                                    registered with Comissao de Valores
                                    Mobiliarios - CVM (Securities and Exchange
                                    Commission)

                  (n)      not to assign to nor commit with another creditor,
                           without the previous agreement by BNDES, the revenues
                           assigned as provided for in the "Contract for
                           Collection, Deposit, with Intervention and other
                           Agreements", which draft shall be furnished by BNDES;

                  (o)      to issue securities at BNDES's discretion at any time
                           during the validity of this Contract, being such
                           securities fully subscribed by BNDES with the partial
                           or full utilization of the debt balance on the
                           issuance date, subject to terms and average interest
                           rate equivalent to those of the originally contracted
                           transaction, as well as to agree with the subsequent
                           public placement of such securities on the market,
                           committing to perform all the acts required for such
                           placement;

                  (p)      to keep, during the validity of this Contract and
                           until its final settlement, the following minimum
                           financial indexes: of capitalization, current
                           liquidity, EBITDA margin and debt coverage as
                           calculated on the annual balance sheet or trial
                           balance audited by independent auditors registered
                           with the Securities and Exchange Commission:

                           p.1)     capitalization index (PL/AT): stockholder's
                                    equity divided by total assets, equal to or
                                    higher than 35% (thirty five percent);

                           p.2)     current liquidity index (AC/PC): current
                                    assets divided by current liabilities, equal
                                    to or higher than 1.10 in year 2000, equal
                                    to or higher than 0.80 in year 2001, and
                                    equal to or higher than 1.10 in year 2002
                                    and after, until the final settlement of all
                                    obligations arising out of the present
                                    transaction

                           p.3)     EBITDA margin: (EBITDA/ROL): operating
                                    earnings before interest, taxes,
                                    depreciation and amortization divided by the
                                    net operating revenues, equal to or higher
                                    than 35% (thirty five percent);

                           p.4)     Debt coverage index (EBITDA/PC): operating
                                    earnings before interest, taxes,
                                    depreciation and amortization divided by the
                                    current liabilities, equal to or higher than
                                    1.00 in year 2000, and equal to or higher
                                    than 1.30 in year 2001 until the final
                                    settlement of all obligations arising out of
                                    the present transaction

                                    Where:

                                    PL = stockholder's equity, AC = current
                                    assets, PC = current liabilities (including
                                    financing for periods equal to or lower than
                                    12 months);

                                    EBITDA = operating earnings before interest,
                                    taxes, depreciation and amortization, ROL =
                                    net operating revenues, AT = total assets

                  (q)      to comply with the Brazilian legislation applicable
                           to foreign personnel and consultancy contracting;


                                     E-141
<PAGE>   23
                  (r)      not to provide privileged guarantees to other
                           creditors without the agreement by BNDES;

                  (s)      from the date of the signature of this Contract, to
                           link the revenues derived from the rendering cellular
                           telephone services, to be deposited at the Trustee
                           Bank, chosen in a common agreement between the
                           Parties in order to warrant the accomplishment of the
                           financial commitments derived from this operation, as
                           determined in the above mentioned "Bank Contract".

                  (t)      to respect the minimum nationalization indexes in the
                           project referred to in Article One, SOLE PARAGRAPH,
                           as required in BNDES's Telecommunication Investment
                           Support Program (consubstantiated through excerpt of
                           Minutes of Meeting of BNDES' Board of Director no.
                           08/99 of 29.03.99) for the acquisition of equipment,
                           and installation and erection services relative to
                           the implantation project of cellular mobile telephone
                           service (Band A) in the Beneficiary's concession area
                           as described under Article One, SOLE PARAGRAPH, to be
                           approved from time to time by FINAME;

                  (u)      to grant powers to BNDES and the Financial Agents, in
                           an irrevocable and unappealable form, to settle with
                           the resources from this present operation, in its
                           totality or partially, the debtor balance of the
                           Contract, which is referred in the Sub-item 1.10.

                  (v)      to accept the inclusion in the "Contract for
                           Collection, Deposit, with Intervention and other
                           Agreements", which draft is in Annex I hereto, of a
                           mechanism of guarantee account under withholding of
                           140% of the value corresponding to the next
                           installment falling due in the period if the
                           company's "Net Sales" is lower than 70% of that
                           foreseen in the cash flow agreed upon , in real terms
                           (IGP-M), included in Annex V hereto, until such Net
                           Sales becomes equal to or higher than the foreseen
                           value;

                  (w)      Intentionally omitted

                  (x)      to accept the renegotiation of this Contract at the
                           end of the 47th, month, from the date of the
                           signature of the same, with a Spread to be collected
                           by the BNDES and the Financial Agents, foreseen in
                           Annex I, of the Decision as stated in Sub-item 1.6,
                           of the General Conditions 10.I and 11.I, from 2.5% to
                           4.5%, and the Spread to be collected from the
                           Beneficiary foreseen in the mentioned Decision, in
                           the General Conditions 10.II and 11.II, from 5.8%
                           instead of 3.8%, allowing the Beneficiary to pay the
                           Contract to the BNDES and the Financial Agents in
                           advance, on that occasion.

                  (y)      Intentionally omitted

                  (z)      to constitute the guarantees, in behalf of the BNDES
                           and the Financial Agents, the guarantees foreseen in
                           Item 19, Guarantee Conditions.

15)      OBLIGATIONS OF THE INTERVENIENT

         15.1)    The Intervenient TELEPART PARTICIPACOES S.A., qualified in the
                  preamble of this Contract, in the quality of Controlling
                  Shareholder of the Intervenient Guarantor, TELEMIG CELULAR
                  PARTICIPACOES S.A, assumes in this act the obligation of:

                  (a)      to take all the necessary steps to assure the
                           compliance with the purpose of the present Contract;

                  (b)      to implement all the required acts to assure the
                           execution of the investment plan as submitted to
                           BNDES;


                                     E-142
<PAGE>   24
                  (c)      to immediately advise the Financial Agents and the
                           BNDES about any fact or act that could hinder the
                           compliance with the purpose referred to in Sub-item
                           1.10, of the present Contract, particularly as far as
                           the agreed guarantees are concerned;

                  (d)      to previously advise the Financial Agents and the
                           BNDES about any change that could take place in the
                           ownership of the BENEFICIARY and the INTERVENIENT
                           GUARANTOR;

                  (e)      to exert its direct or indirect controlling power
                           over the BENEFICIARY so as to comply with the
                           concession contract with ANATEL;

                  (f)      to fulfill its duties and responsibilities in
                           relation to the controlled company TELEMIG CELULAR
                           PARTICIPACOES S.A. and to cause the latter to fulfill
                           its duties and responsibilities before the
                           BENEFICIARY in accordance with articles 115, 116 and
                           117 of Law no. 6404 of 15.12.76.

16)      ACCELERATED MATURITY

         16.1)    The Parties may declare the anticipated expiry of this
                  Contract being the debt payable and any disbursement
                  immediately suspended if, besides the hypotheses contemplated
                  by Law, specially the non fulfillment of any obligation here
                  agreed upon by the Beneficiary and/or Intervenients, before
                  any of the Financial Agents, or also if the following should
                  occur:

                  (a)      In case of application of funds granted by this
                           Contract in an activity other than that set forth in
                           Article One, BNDES shall advise the Federal
                           Department of Justice (Ministerio Publico Federal)
                           about such fact for the sake of application of Law
                           no. 7.492 of 16.06.86, without prejudice of the
                           provisions of this article's caption.

                  (b)      inclusion in the articles of association, by-laws or
                           certificate of incorporation of the BENEFICIARY or
                           the controlling companies of a provision according to
                           which special quorum would be required for deciding
                           or approving matters that impose limitations or
                           hindrances to the control of any of these companies
                           by the respective controllers, or the inclusion in
                           those documents of a provision that imply in:

                           i)       restrictions to the Beneficiary's growth
                                    capacity or to its technological
                                    development;

                           ii)      restrictions to the Beneficiary's access to
                                    new markets; or

                           iii)     restrictions to or loss of capacity of
                                    paying the financial obligations arising out
                                    of this transaction.

                  (c)      Company's reorganization process [split-up,, merger,
                           incorporation, etc.], change of the main activity or
                           the modification of the effective control, either
                           directly or indirectly, of the Beneficiary, of any of
                           the Intervenients, after the contracting of the
                           operation, without the previous and express
                           authorization of the BNDES and the Financial Agents,
                           represented by the Leader.

                  (d)      personnel reduction by the BENEFICIARY without
                           complying with the provisions of item "g" of Sub-item
                           14.1, above.;

                  (e)      non-compliance with the financial indexes set forth
                           in item "p" of Sub-item 14.1, above;

                  (f)      judicial process, with decision in court, which could
                           impair the accomplishment of the obligations and/or
                           the assumed and constituted guarantees;


                                     E-143
<PAGE>   25
                  (g)      in the case of bankruptcy request or the request of a
                           preventive forced agreement of the Beneficiary and/or
                           any of the Intervenients.

17)      FURTHER OBLIGATIONS FOR THE USE OF THE CREDIT

         17.1)    Besides the fulfillment of the conditions foreseen in the
                  "Dispositions" previously mentioned, and in the Follow-up
                  Norms and Instructions referred in Article 2nd, of the same
                  Dispositions, the use of the credits is subject, also, to the
                  performance, by the Beneficiary and/or the Intervenients, of
                  the following:

                  (I)      For the use of the First Installment of the Credit:

                           (a)      presentation of this Contract and its
                                    annexes, duly registered in the competent
                                    Public Registries;

                           (b)      execution of the contract related to the
                                    direct financing of BNDES, for this present
                                    operation;

                           (c)      deliver of the correspondence mentioned in
                                    Sub-item 14.1, Paragraph "i".

                           (d)      Presentation of the Bank Contract [Annex
                                    IV], duly executed and registered;

                           (e)      submission of evidence of hiring an audit
                                    firm/specialized consultancy to attest the
                                    accomplishment of the financial indexes
                                    referred to in Sub-item 14.1, Paragraph "p".

                  (II)     For the use of each installment of the Credit:

                           (a)      Non existence of any fact of
                                    financial-economical nature, which at
                                    criteria of the Financial Agents and/or
                                    BNDES may impair the execution of the
                                    business now financed, which could change or
                                    make unfeasible its execution, in the terms
                                    foreseen in the project approved by the
                                    BNDES;

                           (b)      submission by the BENEFICIARY of Social
                                    Security Contributions Clearance (Certidao
                                    Negativa de Debito - CND) issued by
                                    Instituto Nacional do Seguro Social - INSS
                                    (Social Security Institute) obtained by the
                                    BENEFICIARY through the INTERNET and checked
                                    by BNDES in the site www.mpas.gov.br;

                           (c)      proof that the beneficiary invested in the
                                    project the installment of the credit
                                    previously used, and that the same invested
                                    its part, in accordance with the values
                                    established in the Table Uses and Sources of
                                    the Annex I.

                           (d)      submission of declaration that the
                                    BENEFICIARY fulfils the Brazilian
                                    legislation applicable to foreign labor and
                                    consultancy contracting

18)      RESPONSIBILITY FOR THE CHARGES AND EXPENSES

         18.1)    It shall be in account of the Beneficiary, all charges,
                  tributes, contributions and taxes falling upon this Contract
                  and on the collection and execution of the guarantees related
                  to the same, which the Financial Agents may be obliged to pay
                  or support, since duly demonstrated, even in the hypotheses of
                  a partial or total canceling of the opened credit, inclusive
                  the expenses related to the registers/ entries at the
                  competent Notary Public for Registers.

         18.2)    The Beneficiary is hereby obliged to pay to the Financial
                  Agents, as reimbursement of expenses, the Income Tax referring
                  to the Sub-Credit "C", a percentage on the Interests referred
                  in Sub-Item


                                     E-144
<PAGE>   26
                  10.1, corresponding to the weighed average rate of the Income
                  Tax due over the charges remitted by BNDES to the creditors
                  from foreign resources, without relationship to transfer in
                  specific conditions, in the civil quarter preceding the months
                  of readjustment of this percentage, to be determined,
                  readjusted and requested the reimbursement in the same time as
                  the interests referred in the above mentioned Sub-Item 10.1.

19)      GUARANTY CONDITIONS

         In order to assure the payment of any of the obligations derived from
         this contract, such as the principal of the debt, interests,
         commissions, conventional penalty and fine, the following guarantees
         are given to the Financial Agents, being considered as a whole,
         indivisible in relation to the debt value, agreeing expressly the
         Intervenient Guarantor regarding the conditions now agreed upon,
         answering jointly with all obligations assumed by the Beneficiary.

         19.1)    Guarantee: The Intervenient Guarantor, duly qualified in the
                  caption hereto, accepts the present Contract in its capacity
                  of guarantor and main payer, and hereby expressly waives the
                  benefits of articles 1.491, 1.499 and 1.503 of the Civil Code,
                  and 261 and 262 of the Commercial Code, being jointly liable,
                  up to the final settlement of this Contract, for the full and
                  faithful fulfillment of the BENEFICIARY'S obligations
                  hereunder by the Beneficiary, including the principal,
                  interests, monetary restatement and further compensatory or
                  default charges, judicial expenses, attorney's fees, and all
                  other amounts which may be due in accordance with the terms of
                  this Contract. The responsibility of the Guarantor shall not
                  suffer any impairment, limitation or restriction derived from
                  any type of agreement, postponement or decrease in the terms
                  or indulgencies eventually granted by the Financial Agents to
                  the Beneficiary, and it shall not be necessary that the
                  Financial Agents make any type of notice regarding the matter
                  to the Intervenient Guarantor.

                  19.1.1)  The Intervenient Guarantor is obliged also, to
                           allocate the necessary resources for the execution of
                           the project object of this present contract, as well
                           as to maintains the same during its duration.

         19.2)    Pledging of Revenues: The Beneficiary pledges as guarantee,
                  for the benefit of the Financial Agents, in an irrevocable and
                  unappealable form, until the settlement of this Contract, part
                  of its revenues derived from the rendering of cellular
                  telephone services, equivalent at least 150% [one hundred and
                  fifty per cent] of ten amount of the biggest installment due
                  by the Beneficiary, inclusive during the grace period,
                  observing the dispositions of the sub-item below, collected by
                  he Collecting Banks, listed in the Annex II, through
                  transference of the amounts in Reais, derived from these
                  services, on the date, amounts and account specified in
                  Sub-item 19.2.3. the funds deposited in the referred account
                  shall be used by the Financial Agents in the hypothesis of
                  default of any obligation assumed by the Beneficiary in this
                  contract, in the case an accelerated maturity is declared, as
                  well as in the hypothesis that the determined percentage of
                  Item "v" of Sub-item 14.1, is not reached

                  19.2.1)  The funds now pledged are free and unencumbered of
                           any judicial or extra-judicial liens or encumbrances
                           or restrictions of any nature, and shall remain so
                           until the faithful accomplishment of the obligations
                           now assumed by the Beneficiary, under the penalty of
                           an accelerated maturity of this contract.

                  19.2.2)  The Leader shall forward to the Beneficiary, after
                           each liberation of funds, and after the change of the
                           remuneration index of this Contract, spreadsheets
                           containing all amounts and due dates of the
                           installments of the principal and interests of the
                           pecuniary commitments due to the Financial Agents,
                           hereinafter called simply "Spreadsheet".

                  19.2.3)  For the perfect consecution of the guarantee here
                           contracted, the Beneficiary commits itself to notify
                           the Collecting Banks listed in the Annex II, in the
                           form of the correspondence as stated in Annex III, so
                           the same may transfer every day the totality of the
                           collection, into the pledged account below specified
                           of the Banco Itau S.A., who is


                                     E-145
<PAGE>   27
                           nominated in this act as Centralizing Bank of these
                           resources. For these purposes, the Beneficiary shall
                           sign, in the same day, with the Centralizing Bank, as
                           the Mandatary Bank, the Bank Contract which is
                           referred in Item "s" of Sub-item 14.1, which shall be
                           a integrating and complementary part of this
                           Contract, as Annex IV, through which the Mandatary
                           Bank shall remain responsible for the administration
                           and centralization of the funds derived from the
                           collection of the cellular phone bills from the
                           consumers, collected by the Branch Net of the
                           Collection Banks, crediting the amounts, object of
                           this collection, to the pledged bank account NO.
                           01725-6, Branch 2001, opened in the name of the
                           Beneficiary before the Mandatary Bank, hereinafter
                           called simply Pledged Account.

                  19.2.4)  The amounts derived from the payment by the
                           consumers, of the cellular telephone service bills,
                           credited into the pledged account, shall be
                           transferred automatically to an account of the
                           Beneficiary, for free transactions, except in the
                           cases of default of the obligations assumed by the
                           same before the Financial Agents, by force of this
                           Contract, as well as in the hypothesis that the
                           percentage determined in Item "v" of Sub-item 14.1,
                           is not reached.

                  19.2.5)  In the hypothesis of default of the Beneficiary, the
                           Leader, in the quality of Mandatary Bank, is hereby
                           authorized by the Beneficiary to block and to
                           transfer, totally or partially, to the Financial
                           Agents, in the proportion of the credits of each one
                           of them, the funds deposited in the Pledged Account,
                           through Credit Order Documents - DOC, of any type or
                           nature, Payment orders or nominative cheques, who
                           shall use the amounts transferred by the Mandatary
                           Bank, obligatorily for the amortization or settlement
                           of the quarterly and monthly amounts of the parcels
                           of the principal plus charges, during the grace term
                           and amortization, due by force of this Contract,
                           accrued by the penalties stipulated in Sub-item 20
                           and sequence, remaining the Beneficiary personally
                           responsible for any eventual remaining debtor
                           balance, should the amounts retained not be
                           sufficient to settle the totality of the debt.

                  19.2.6)  In case of insufficiency of funds, the Beneficiary is
                           obliged to complement or to constitute new real and/
                           or personal guarantees, in 48 hours, reserving itself
                           the Financial Agents the right to refuse the new
                           guarantees, under the penalty of accelerated maturity
                           of this Contract.

                  19.2.7)  Until the settlement of the debt, the Beneficiary
                           shall maintain in force the Bank Contract or any
                           other contract instruments executed which had the
                           purpose the receipt of the cellular telephone bills/
                           accounts, in order to allow sufficient collection for
                           the payment of the installment due to the Financial
                           Agents. The Beneficiary oblige itself not to change
                           its bank domicile, being also forbidden to transact
                           or to pledge in behalf of any other credits, the
                           resources now pledged.

         19.3)    Promissory Notes: 03 [three] Promissory Notes issued by the
                  Beneficiary, pledged to the terms of this present contract, in
                  an amount corresponding 130% [one hundred and thirty per cent]
                  of the credit granted by each one of the Financial Agents,
                  with maturity at sight, and presentation term of up to 01
                  [one] year after the maturity of this contract, remaining
                  therefore, extended the term for presentation determined by
                  Article 34 of the Uniform Law of Geneva, and Article 21 of Law
                  2044 of December 31st, 1908.

                  19.3.1)  The Beneficiary commits to substitute the Promissory
                           Notes given in guarantee, by another one with an
                           equivalent amount of 130% [one hundred and thirty per
                           cent] of the debtor balance determined, every time
                           and always when the amount of the same does not
                           correspond to the percentage above determined, in 10
                           [ten] days terms from the date of the written request
                           made by the Leader, under the penalty of an
                           acceleration of the maturity of this Contract.

20)      PAYMENT DELAY AND PENALTIES


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         20.1)    Should there be any default or accelerated maturity, the
                  Beneficiary shall pay interests on late payment of 12% [twelve
                  per cent] per year, plus the permanence commission, calculated
                  at the market rate of the payment day, and the same shall not
                  be lower than the highest charges rate collected during the
                  duration of this contract;

         20.2)    The market rate shall the highest rate effectively executed in
                  the market with juridical entities in credit operations,
                  excepting credit opening in bank accounts;

         20.3)    In the case of judicial process, instead of permanence
                  commission, the Beneficiary authorizes the Financial Agents to
                  opt for the collection of the charges equivalent to the
                  percentage of variation of the IGPM [General Market Price
                  Index], published by the FGV - Getulio Vargas Foundation, or
                  in its absence the IGP-DI [General Consumer Index] published
                  by the FIPE - Foundation for Economic Researches of the USP;

         20.4)    The Beneficiary shall pay also a penalty of 10% [ten per cent]
                  and the collection expenses, inclusive costs and lawyer's
                  fees;

         20.5)    In case of default of any of the obligations under the
                  responsibility of the Beneficiary and/or the Intervenients, or
                  an accelerated maturity, the Financial Agents may:

                  20.5.1)  use for payment of the debit, the amounts the
                           Beneficiary may hold with the Financial Agents;

                  20.5.2)  retain values of its ownership.

         20.6)    The payment to the Financial Agents of the principal shall not
                  signify settlement of the charges foreseen in this contract.

21)      FINAL DISPOSITIONS

         21.1)    If any changes should occur in the regulating norms of BNDES,
                  so that the same may affect the matters agreed upon in this
                  Contract, the Beneficiary will assume all the responsibility
                  for its accomplishment.

         21.2)    The eventual tolerance of the Financial Agents, regarding the
                  rights instituted by this contract, shall not imply in any
                  change or renouncing of the referred rights, which may be
                  executed at any moment.

         21.3)    The Beneficiary obliges itself not to convey or transfer the
                  rights and obligations derived from this contract or in any
                  for encumber the goods acquired by force of the project now
                  financed, without an express authorization of the BNDES and/or
                  the Financial Agents, under penalty of rescission of this
                  Contract, which shall provoke the accelerated maturity of all
                  obligations assumed by the same, making immediately
                  enforceable the totality of the debt, comprising the principal
                  and the accessories, without prejudice of all other measures
                  and penalties which may be applied.

         21.4)    The Beneficiary declares that in order to contract the object
                  of this present Contact, it obtained all corporations'
                  approvals requested by Law, and by its corporation's acts, and
                  that the signatories have the powers to sign this present
                  Contract.

         21.5)    Financial Agents are hereby allowed to mention in any
                  divulgation they may make regarding their activities, the
                  financial collaboration granted for the performance of this
                  Contract.

         21.6)    The Beneficiary and the Intervenient do hereby authorize the
                  Financial Agents, to transmit and to consult information
                  regarding them and/or related to this operation to the Credit
                  Risk Central,


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<PAGE>   29
                  maintained by the Banco Central do Brasil, in the form of the
                  Resolution NO. 2724 dated May 31st, 2000.

         21.7)    The Beneficiary and the Intervenient constitute themselves,
                  mutually and reciprocally, in an irrevocable and unappealable
                  form, as attorney-in-fact, until the final payment of the debt
                  now assumed, with powers to receive summons, notices and
                  services of process, and also with the "ad judicia" powers for
                  the venue in general, which may be subrogated to lawyers,
                  everything related to judicial or extra-judicial procedures
                  which may be brought against them by the Financial Agents,
                  derived from this contract, and who may execute all acts which
                  may be necessary for the good and faithful performance of this
                  mandate.

         21.8)    To settle the questions derived from this Contract, the venue
                  of the Judicature of the Capital of the State of Sao Paulo is
                  hereby elected, the Party promoting any suit may opt for the
                  venue of its domicile.

And for being in agreement, the parties sign the present Instrument in 8 (eight)
copies with the same content and for the same effect in the presence of the
undersigned witnesses.

[November 27th, 2000]

[illegible signature]
BANCO ITAU S.A.
Financial Agents

[illegible signature]
BANCO BRADESCO S.A.
Financial Agents

[illegible signature]
BANCO ALFA DE INVESTIMENTOS S.A.
Financial Agents

(illegible signature)                                     (illegible signature)
--------------------------------------------------------------------------------
                              TELEMIG CELULAR S.A.

BENEFICIARY:

(illegible signature)                                     (illegible signature)
--------------------------------------------------------------------------------
                       TELEMIG CELULAR PARTICIPACOES S.A.

INTERVENIENT GUARANTOR:

(illegible signature)                                     (illegible signature)
--------------------------------------------------------------------------------
                           TELPART PARTICIPACOES S.A.

INTERVENIENTS:

WITNESSES:

(illegible signature)                                     (illegible signature)
--------------------------------------------------------------------------------
                      Telemig- Contract BNDES Telemig-Finem



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