TERMS OF CLOSING



 




EXHIBIT 10.10




INSTRUMENT OF CLOSING




PURCHASE AND SALE OF SHARES ISSUED BY




TELE CENTRO OESTE CELULAR PARTICIPAÇÕES S.A.



By this private instrument, the parties hereinafter identified:



(a) BID S.A., a corporation with headquarters at Av. Brasil, 331, Room 03,
Terra Vermelha, in the City of Sorocaba, State of São Paulo, registered with
the National Registry of Legal Entities — CNPJ under no. 02.573.260/0001-81,
herein represented by its Executive Vice-President, Marco Antonio Beldi,
Brazilian, married, engineer, holder of ID Card — RG no. 4.169.338 SSP-SP and
registered with the Individual Taxpayers Registry — CPF/MF under no.
794.694.698-87, residing in the City of Sorocaba, State of São Paulo, with
office at Av. Juscelino Kubitschek de Oliveira, 154, Lageado, in the City of
Votorantim, State of São Paulo (hereinafter referred to as “BID”); BELPART
PARTICIPAÇÕES LTDA., surviving entity of the merger of CABO PAULISTA S.A. into
Belpart Participações Ltda., a company with headquarters in the City of São
Paulo, State of São Paulo, at Rua Santa Clara, 49, 2nd floor, Room 4, Centro,
ZIP Code 18030-420, registered with the National Registry of Legal
Entities —
CNPJ/MF under no. 05.141.832/0001-41, having its articles of association filed
with the JUCESP (Trade Registry of the State of São Paulo) under NIRE no.
35.217.626.199, herein represented by its officer, Mr. Antonio Roberto Beldi,
Brazilian, married, engineer, holder of the ID Card — RG no. 4.169.337 SSP-SP
and registered with the Individual Taxpayers Registry — CPF/MF under no.
618.760.038-04, residing in the City of Sorocaba, State of São Paulo, with
office at Av. Juscelino Kubitschek de Oliveira, 154, Lageado, in the City of
Votorantim, State of São Paulo (hereinafter referred to as “BELPART”); and
SPLICE DO BRASIL TELECOMUNICAÇÕES E ELETRÔNICA S.A., a corporation with
headquarters at Av. Juscelino Kubitschek de Oliveira, 154, Lageado, in the City
of Votorantim, State of São Paulo, registered with the National Registry of
Legal Entities — CNPJ under number 45.397.007/0001-27, herein represented by
its Executive Vice-President, Marco Antonio Beldi, as identified above
(hereinafter referred to as “SPLICE” and, along with BID and BELPART, the
“Sellers”); and



(b) TELESP CELULAR PARTICIPAÇÕES S.A., a corporation with headquarters at Rua
Abílio Soares, 409, in the City of São Paulo, State of São Paulo, — registered
with the National Registry of Legal Entities — CNPJ under no.
02.319.126/0001-59, herein represented by its Directors Francisco José Azevedo
Padinha, Portuguese, married, engineer, holder of alien’s identification card
RNE V-248636-O and registered with the Individual Taxpayers Registry —  CPF/MF
under no. 055.063.577-70, residing at Rua Abílio Soares, 409, Paraíso, São
Paulo, and Gilson Rondinelli Filho, Brazilian, married, engineer, holder of ID
Card — RG no. 4.347.710 SSP/SP, and registered with the Individual Taxpayers
Registry — CPF/MF under no. 439.603.328-15, residing at Rua Abílio Soares, 409,
Paraíso, São Paulo, (hereinafter referred to as “Purchaser”),



and moreover, as Intervening Consenting Parties,





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(c) BRASILCEL N.V., a corporation organized in accordance with and existing
under the laws of the Netherlands, with headquarters at Strawinskyiaa 3105,
Amsterdam, Netherlands, herein represented by its attorneys-in-fact Francisco
José Azevedo Padinha, as identified above, and Fernando Abella Garcia, Spanish,
single, economist, holder of alien’s ID Card — RNE V275827-Q
MJ-DPF/DELEMAF/SR/RJ, and registered with the Individual Taxpayers
Registry —
CPF/MF under no. 055.017.227-04, with offices at Praia de Botafogo, 501, 7th
Floor, Torre Corcovado — Botafogo, Rio de Janeiro, RJ (hereinafter referred to
as “Brasilcel”); and



(d) FIXCEL S.A., a corporation with headquarters at Rua Santa Clara, 49, 2nd
floor, Room 03, Downtown, in the City of Sorocaba, State of São Paulo,
registered with the National Registry of Legal Entities — CNPJ under no.
02.792.099/0001-37, herein represented by its Executive Vice-President, Antonio
Roberto Beldi, as identified above, (hereinafter referred to as “Fixcel”).



do hereby RESOLVE, under the terms of and in compliance with the Stock Purchase
Agreement (the “Final Agreement”) entered into by the above mentioned parties
and intervening consenting parties (or their predecessors) on March 24, 2003,
according to which, subject to certain conditions precedent, the Sellers
undertook to sell, and the Purchaser to buy, shares held by the Sellers (and
successors or assignees) representing the corporate control (the “Controlling
Shares”) of Tele Centro Oeste Celular Participações S.A., a corporation with
headquarters at Setor Comercial Sul, Quadra 02, Bloco C, no. 226, Telebrasília
Celular Building, 7th floor, ZIP Code 70302-916, in the City of Brasilia,
Distrito Federal, registered with the National Registry of Legal
Entities —
CNPJ under no. 02.558.132/0001-69, a provider of personal mobile services
(“TCOPar”), to enter into this present INSTRUMENT OF CLOSING, according to the
following sections and conditions.




	1.	 	Definitions:





     Unless as otherwise expressly defined, the terms used in this Instrument
of Closing shall have the same meanings ascribed to them as in the Final
Agreement.




	2.	 	Ownership of the Controlling Shares.




2.1 On this date, pursuant to Section 2.2, the Sellers are the owners, among
others, in accordance with the amounts and proportions described below, of the
Controlling Shares, consisting of the total amount of 77,256,410,396 (seventy
seven billion, two hundred fifty six million, four hundred ten thousand, three
hundred ninety six) common shares, representing 61.10% (sixty one point ten
percent) of the voting capital and 20.37% (twenty point thirty seven percent)
of the total capital of TCOPar, not including the treasury stock in the amount
of 5,791,393,886 (five billion, seven hundred ninety-one million, three hundred
ninety three thousand, eight hundred eighty six) common shares, free and clear
of all liens, claims, debts or encumbrances, real or personal, legal or
conventional, judicial or non-judicial, except as set forth in Annex 8.1.2
hereof, which replaces Annex 8.1.2 of the Final Agreement.






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	Seller	 	No. of Controlling Shares	 	 	 	 
	
	 	
	 	 	 	 
	BID
	 	 	5,152,400,000	 
	BELPART
	 	 	67,374,010,396	(1)
	SPLICE
	 	 	4,730,000,000	 
	Total
	 	 	77,256,410,396	 







	(1)	 	Of this total, 4,350,000,000 shares are presently subject to future
settlement, which will take place on April 14, 2003.






2.2 The registration of part of the Controlling Shares in the name of the
Sellers identified above with the custodian in charge for the bookkeeping of
the TCOPar’s shares is still pending, said registration to be obtained by the
Closing Date (in accordance with the provisions of Section 6.1 below).




	3.	 	Price Ratification.




3.1 The Purchaser, exclusively for the purposes of Section 2.2 of the Final
Agreement, hereby irreversibly and irrevocably waives any adjustment to the
Price arising from the eventual identification of the Effective Bonds, as set
forth in the referred Section 2.2, which shall not be due now or in the future,
by reason of which the Price of the Controlling Shares set forth in Section 2.1
of the Final Agreement is hereby confirmed and maintained, for all due purposes
and effects, which price shall be paid plus the income set forth in Section 2.3
of the Final Agreement and the other applicable provisions of the Final
Agreement, as of the Closing Date and against the transfer of the Controlling
Shares to the Purchaser, to be executed under the terms of the Sellers’
obligation, as set forth in Section 1.1 of the Final Agreement.




	4.	 	Compliance and Verification or Waiver of the Conditions Precedent to the
Closing and Waiver of Termination Rights.




4.1 The parties do hereby irreversibly and irrevocably declare that all the
conditions precedent to the Closing of the Purchase of the Controlling Shares,
including, but not limited to, the previous approval of ANATEL for the transfer
of the Controlling Shares representing TCOPar’s capital stock to the Purchaser,
pursuant to ANATEL Act 35,255, of April 10, 2003, published in the Federal
Official Gazette (“Diário Oficial da União”) on April 11, 2003, have been
verified and complied with (or waived, when expressly indicated herein or
separately, whichever the case may be), for all due purposes and effects, and,
therefore, hereby unconditionally undertake to perform the Closing, in
accordance with the provisions of this Instrument of Closing.



4.2 The Purchaser hereby declares and confirms the following to the Sellers:




	(i)	 	The Purchaser irreversibly and irrevocably waives the right to terminate
the Purchase with the consequent termination of the Final Agreement, under
the terms of Section 3.2 of the Final Agreement.





	(ii)	 	The Purchaser confirms the delivery by the Sellers, or, as the case may
be, waives the receipt, of the Documents and/or Information listed in
Annex 3.2.2 of the Final Agreement, declaring that, for purposes of
Section 3.2.2 of the Final Agreement, the obligations of the Sellers
therein set forth have been duly complied with.





	(iii)	 	The Purchaser confirms that the Purchaser’s representations and
Guaranties contained in the Final Agreement or in its respective Annexes
are, in their material





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aspects, true as of this date and shall continue to
be true on the Closing Date, as if they had been made on the Closing Date.




4.3 The Sellers hereby declare and confirm the following to the Purchaser:




	(i)	 	The Sellers have duly complied, and shall continue to comply, until the
Closing Date, with all their obligations under the terms of the Final
Agreement, including the compliance by TCO and its controlling
shareholders with the Action Plan for the management of TCO, covered by
Annex 5.3 of the Final Agreement, and the Sellers have complied, and shall
continue to comply until the Closing Date, with the guidelines referred to
in Section 5.3 of the Final Agreement, not being performed any of the
acts described in Section 5.3.1 without previously notice to the
Purchaser, according to the terms of said Section 5.3.1.





	(ii)	 	The Sellers confirm that the Sellers’ representations and Guaranties
contained in Sections 8.1.1, 8.1.2, 8.1.3, 8.1.4, 8.1.5, 8.1.6 and 8.1.7
of the Final Agreement or in its respective Annexes are, in their material
aspects, true on this date, and shall continue to be true on the Closing
Date, as if they had been made on the Closing Date, except for the
amendments arising from TCO’s regular course of business.





	5.	 	Compliance with Other Obligations Set Forth in the Final Agreement.




5.1 The parties hereto shall execute the following documents and agreements and
perform the following acts:




	(i)	 	The Sellers shall deliver to the Purchaser the audited financial
statements of TCO’s Controlled Companies, which replace and now
constitute Annex 8.1.6 of the Final Agreement, for all due purposes and
effects.





	(ii)	 	The Sellers shall deliver to the Purchaser an account of the investments
in projects of a social nature and the deadlines for their completion by
TCO, which replaces and now constitute Annex 5.2 of the Final Agreement,
for all due purposes and effects.





	(iii)	 	The Sellers shall deliver to the Purchaser the letters of resignation of
the members of TCO’s Board of Directors, under the terms of Annex
2.6(a)(ii)II of the Final Agreement.





	(iv)	 	The Sellers shall deliver to the Purchaser the Termination Instruments of
the Management and Technical Assistance Agreements entered into between
TCO and its direct or indirect controlling shareholders, under the terms
of Section 5.11 of the Final Agreement.





	(v)	 	Sellers BID and BELPART and the Purchaser shall enter into the agreement
for assignment of rights and obligations set forth in Section 5.1 of the
Final Agreement, ensuring that the financial settlement of the Purchaser’s
obligations set forth in the agreement at issue shall occur concomitantly
with the Financial Settlement of the Purchase set forth in Section 5 of
this Instrument of Closing.




5.2 The validity of the instruments and agreements referred to items (iii),
(iv) and (v) of Section 5.1 above is contingent upon the effective transfer of
the Controlling Shares to the Purchaser and the Financial Settlement set forth
in Section 6 of this Instrument of Closing.





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	6.	 	Financial Settlement of the Merger and Transfer of the Controlling Shares.




6.1 The parties hereto shall make their best efforts to complete the Closing in
the least possible time, in any event not later than April 25, 2003 (the
“Closing Date”). Closing shall take place in the offices of Goldman, Sachs Co.,
in the City of São Paulo, State of São Paulo, at 10:00 a.m., at which time the
Sellers shall assign, transfer and deliver the Controlling Shares to the
Purchaser, and the Purchaser shall (i) pay the Sellers, in the same proportion
as the Controlling Shares disposed of by the same, by means of cashier’s checks
drawn by a prime financial institution, that portion of the Price set forth in
Section 2.3.(a) of the Final Agreement, plus the income detailed therein, due
by the Closing Date; (ii) deliver to the Sellers, in the same proportion as the
Controlling Shares disposed of by the same, the promissory notes issued by the
Purchaser representing those installments of the Price set forth in Section
2.3.(c) of the Final Agreement, plus the income accrued thereon, as detailed in
Section 2.3.1 of the Final Agreement; and (iii) deliver to the Sellers the
Guaranties referred to in Section 5.8 of the Final Agreement, issued under the
terms of the new Annex 5.6, adjusted until the Closing as provided for in
Section 5.6 of the Final Agreement and Section 5.1(iv) above (the “Financial
Settlement”).



6.2 Moreover, on the Closing Date, together with the performance of the acts
provided for in Section 6.1:




	(i)	 	the instruments and agreements referred to in items (iii), (v) and (vi)
of Section 5.1 above shall become effective and shall come into force, for
all due purposes and effects, independently of any communication,
notification or additional formality;





	(ii)	 	the parties shall execute an addendum to this Instrument of Closing, by
means of which they shall: (a) confirm the value of the Price installments
due by the Closing Date, plus their respective income, including the
amounts, payment deadlines and income accrued on that installment of the
Price set forth in Section 2.3.(d) of the Final Agreement, with the
execution of the new Annex 2.3.(d) to the Final Agreement, which shall be
prepared based on the amended Annex 5.6 and delivered on the Closing Date;
(b) ratify the withholding as Guarantee of that installment of the Price
set forth in Section 2.3.(b) of the Final Agreement, for purposes of
Section 4 of the Final Agreement;





	(iii)	 	the Sellers shall deliver to the Purchaser a list of the Sellers’
Financial Obligations, adjusted until the Closing in accordance with
Section 5.6 of the Final Agreement, which shall constitute the final Annex
5.6 of the Final Agreement, and shall finally determine the payment
deadlines and income accrued on that installment of the Price set forth in
Annex 2.3.(d).





	(iv)	 	the Sellers shall deliver to the Purchaser a declaration and a bank
statement issued by the financial institution in charge for registering
the TCOPar’s shares, confirming the amount of Controlling Shares
effectively held by the Sellers on the Closing Date;





	(v)	 	the parties shall execute the instruments of transfer and other documents
necessary for the registration, with the custodian in charge of the
bookkeeping of the TCOPar’s shares, in its books and records, of the
transfer of the Controlling Shares to the Purchaser on the Closing Date;






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	(vi)	 	the Sellers shall deliver to the Purchaser a release related to the
payment, by the Purchaser, of the amounts described in Section 6.1;





	(vii)	 	the Sellers shall make available all TCO’s corporate, tax and accounting
books and records, the delivery of these books occurring, as the case may
be, at TCOPar’s headquarters and at each of the respective TCO’s
Controlled Companies;





	(viii)	 	the Sellers shall ensure that the Meetings of the Board of Directors
referred to in Section 5.10 shall be held on the Closing Date; and





	(ix)	 	the Sellers shall deliver to the Purchaser a copy of the corporate
documents and evidence of their filing with the competent Trade Registry
relating to BID’s partial spin-off , the merger of the portion resulting
from the spin-off by Cabo Paulista S/A and the merger of the latter by
BELPART, by means of which, part of the Controlling Shares and the rights
related to the goodwill referred to in Section 5.1 of the Final Agreement
were transferred from BID to BELPART.




6.3 For all due purposes and effects of the Final Agreement, the references in
the Final Agreement to the Closing and the Closing Date come to match and are
replaced by this Closing Date, as specified in this Term of Commitment.




	7.	 	Other Commitments.




7.1 TCOPar, Splice and the Purchaser shall communicate to their respective
shareholders and to the market, through the publication of a notice of material
fact, the compliance, on this date, with the conditions precedent to the
closing of the Purchase, as well as that the parties intend to put it into
effect throughout the present month of April, 2003.



7.2 The Guaranties to be delivered by the Purchaser as provided for in Section
6.1(iii) in order to guarantee BID’s obligations to BNDESPAR Participações S.A.
shall be, if required by BNDESPAR Participações S.A. and requested from BID,
replaced by Purchasers’ surety in the form of an instrument for debenture
redemption and acknowledgment of indebtedness or a similar document entered
into between BID and said institution the subject matter of which is the
obligations in question.



7.3 Due to the advance of a substantial part of the Closing, under the terms of
this instrument, the Sellers, as TCO’s controlling shareholders, shall ensure
that TCOPar and the TCO’s Controlled Companies immediately adhere, prior to the
Closing Date, to the advertising campaign for the launch of the “Vivo”
trademark, which shall thereafter designate the mobile cellular services
provided by the operators controlled by Brasilcel N.V. in Brazil.




	8.	 	Ratification of the Final Agreement.




The parties hereto and the consenting intervening parties expressly ratify all
the clauses and conditions of the Final Agreement not expressly amended by this
Instrument of Closing and confirm their respective obligations, which shall be
fully complied with according to the terms of the Final Agreement, as amended
by this Instrument of Closing.




	9.	 	Governing Law and Jurisdiction.






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This Instrument of Closing shall be governed and construed in accordance with
the laws of the Federative Republic of Brazil. The parties hereto shall
endeavor to settle their disputes related to the Final Agreement and this
Instrument of Closing on an amicable basis and in good faith. Should an
amicable solution to any disputes arising from the interpretation or
application of the Final Agreement, duly amended by this Instrument of Closing,
prove impossible, then such disputes and doubts shall be submitted to the
exclusive jurisdiction of the Court of the State of São Paulo, at the exclusion
of any other, however privileged it may be.



In witness whereof, the parties hereto execute this document in four (04)
counterparts of same form and content in the presence of the two (02) witnesses
below.




São Paulo, April 11, 2003.




Sellers:








BID S.A.

Marco Antonio Beldi

Executive Vice-President









BELPART Participações Ltda.

Antonio Roberto Beldi

Officer









SPLICE DO BRASIL

TELECOMUNICAÇÕES E ELETRÔNICA S.A.

Marco Antonio Beldi

Executive Vice-President




Purchaser:








TELESP CELULAR PARTICIPAÇÕES S.A.

Francisco José Azevedo Padinha

Gilson Rondinelli Filho

Directors




Intervening Consenting Parties:




	 	 	 
	

	 	


	BRASILCEL N.V	 	
FIXCEL S.A.
	Francisco José Azevedo Padinha	 	
Antonio Roberto Beldi
	Fernando Abella Garcia	 	
Executive Vice-President
	Attorneys-in-fact	 	 







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	     Witnesses:
	 	 
	1.	 	 	 	

	2.

	

	 	 
	 	


	 	 	 	









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