TERMS OF ASSIGNMENT AND TRANSFER OF SHARES



 




EXHIBIT 10.11




TERM OF ASSIGNMENT AND TRANSFER OF SHARES,

FINANCIAL SETTLEMENT AND RELEASE




PURCHASE AND SALE OF SHARES ISSUED BY

TELE CENTRO OESTE CELULAR PARTICIPAÇÕES S.A.



Pursuant to the present 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, enrolled with the
Corporate Taxpayer’s Registration Card — CNPJ under no. 02.573.260/0001-81,
herein represented by its Executive Vice-President, Antonio Roberto Beldi,
Brazilian, married, engineer, bearer of the ID Card — RG no. 4.169.337 SSP-SP
and enrolled with the Taxpayer’s Identity Card — 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 “BID”); BELPART
PARTICIPAÇÕES LTDA., surviving entity of the merger of CABO PAULISTA S.A. into
Belpart Participações Ltda., a limited liability company with headquarters in
the City of São Paulo, State of São Paulo, at Rua Santa Clara, 49, 2nd floor,
Room 4, Downtown, ZIP Code 18030-420, enrolled with the Corporate Taxpayer’s
Registration Card — CNPJ/MF under no. 05.141.832/0001-41, whose organization
documents are filed at JUCESP (Companies Registrar of the State of São Paulo)
under NIRE no. 35.217.626.199, herein represented by its administrator, Mr.
Antonio Roberto Beldi identified above (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 de São Paulo, enrolled with the Corporate Taxpayer’s
Registration Card — CNPJ under number 45.397.007/0001-27, herein represented by
its Director Vice-President, Antonio Roberto Beldi identified above
(hereinafter referred to as “SPLICE” and, along with BID and BELPART, the
“Sellers”); and



(b) TELESP CELULAR PARTICIPAÇÕES S.A., corporation with headquarters at Rua
Abílio Soares, 409, in the city of São Paulo, State of São Paulo, enrolled with
the Corporate Taxpayer’s Registration Card — CNPJ under no. 02.319.126/0001-59,
herein represented by its Directors Francisco José Azevedo Padinha, portuguese,
married, engineer, bearer of RNE’s ID card V-248636-O and enrolled with the
Individual Taxpayer’s Identity Card —  CPF/MF under no. 055.063.577-70,
residing at Rua Abílio Soares, 409, Paraíso, São Paulo,



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and Gilson Rondinelli Filho,
brazilian, married, engineer, bearer of ID Card —
RG no. 4.347.710 SSP/SP, and enrolled with the Taxpayer’s
Identity Card —
CPF/MF under no. 439.603.328-15, residing at Rua Abílio Soares, 409, Paraíso,
São Paulo, (hereinafter referred to as “Buyer”),



and still, as Consenting Interveners,



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



(d) FIXCEL S.A., corporation with headquarters at Rua Santa Clara, 49, 2nd
Floor, Room 03, Downtown, in the city of Sorocaba, State of São Paulo, enrolled
with the Corporate Taxpayers’ Registration Card — CNPJ under no.
02.792.099/0001-37, herein represented by its Executive Vice-President, Antonio
Roberto Beldi, identified above, (hereinafter referred to as “Fixcel”).




     DECIDE to perfect and to formalize the Closing of the operations set
forth in the Agreement for the Purchase and Sale of Shares (the “Definitive
Agreement”) and in the Closing Term (the “Closing Term” and, along with the
Definitive Agreement, the “Definitive Agreements”), entered into by the parties
and interveners (or predecessors), respectively on March 24, 2003 and on April
11, 2003, according to which the Sellers are obliged to sell, and the Buyer is
obliged to buy, shares held by the Sellers (successor companies or assignees)
representing the control (the “Control Stock” or “Control Share”) of Tele
Centro Oeste Celular Participações S.A. (“TCOPar”), according to the clauses
and conditions set forth in this Term of Assignment and Transfer of Shares,
Financial Settlement and Release (the “Settlement Term”).




	1.	 	Definitions:




Unless otherwise explicitly defined, terms used in this Settlement Term will
have the same meaning ascribed to them in the Definitive Agreements.




	2.	 	Assignment and Transfer of Control Stock





	2.1	 	 The Sellers hereby assign, transfer and deliver to the Buyer, pursuant to
the amounts and in the proportion indicated below, the Control Stock (or
the rights to Control Stock as per item 2.3 below), 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 per cent ) of the voting
capital and 20.37% (twenty point thirty seven per cent) of






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	 	 	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, encumbrances, disputes, debts or
burdens, legal or conventional, judicial or non-judicial, except as set
forth in the new Annex 8.1.2 hereof, that substitutes, for all purposes,
the Annex 8.1.2 of the Definitive Agreements.





	 	 	 	 	 	 	 	 	 
	Seller	 	No of Control Shares	 	 	 	 
	
	 	
	 	 	 	 
	BID
	 	 	5,152,400,000	 
	BELPART
	 	 	67,374,010,396 	(1)
	SPLICE
	 	 	4,730,000,000 	(2)
	Total
	 	 	77,256,410,396	 








	(1)	 	Of this total, 1,231,800,000 shares were acquired by Splice for
Future Settlement, and will be transferred to BelPart and,
subsequently, to the Buyer according to Clause 2.3.

	 
	(2)	 	Of this total, 318,200,000 shares were acquired by Splice for
Future Settlement, and will be transferred to the Buyer according to
Clause 2.3.






2.2 The parties hereby execute the transfer terms and other documents necessary
to the registration, with the depositary institution in charge of bookkeeping
of the shares of TCOPar, in its books and record of the transfer of
75,706,410,396 (seventy five billion, seven hundred six million, four hundred
ten thousand, three hundred ninety six) Control Shares to the Buyer, whose
copies constitute Annex 2.2 hereof.



2.3 The parties hereby execute the Private Instrument of Assignment and
Transfer Right over Shares Acquired for Future Settlement, according to which
Sellers assign, transfer and deliver to the Buyer, all rights held over the
1,550,000,000 (one billion, five hundred fifty million) remaining Control
Shares, acquired for future settlement in the stock exchange, the copy of which
constitutes the Annex 2.3 hereof.




	3.	 	Price Ratification and Payment.




3.1 The Buyer and the Sellers hereby confirm and ratify the Price of the
Control Stock, which, increased by the compensation set forth in the
Definitive Agreement, is at the present date equal to R$1,505,511,001.57 (one
billion, five hundred five million, five hundred eleven thousand, one real and
fifty seven cents), corresponding to R$19.48719845 per thousand Control Shares,
to be paid according to Clause 2.3 of the Definitive Agreement, as follows:




     (a) the amount of R$254,585,321.13 (two hundred fifty four million, five
hundred eighty five thousand, three hundred twenty one reais and thirteen
cents) is paid herein to the Sellers as per Clause 2.3.(a) of the Definitive
Agreement, according to the written instructions given by the Sellers to the
Buyer, according to which the Sellers give the Buyer the broadest, fullest,
most, irrevocable and irreversible release, so that no more claims are made
against the Buyer, as to this installment of the Price;





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     (b) the amount of R$53,484,311.16 (fifty three million, four hundred
eighty four thousand, three hundred eleven reais and sixteen cents) is hereby
withheld as Collateral, in the form and for the purposes of Clause 4.4 of the
Definitive Agreement, that shall be paid and released by the Buyer to the
Sellers increased by the compensation and in accordance with the deadline set
forth in Clauses 2.3(b), 4.4 and other applicable provisions of the Definitive
Agreement;




     (c) the amount of R$80,226,466.74 (eighty million, two hundred twenty six
thousand, four hundred sixty six reais and seventy four cents) will be paid by
the Buyer to the Sellers, plus compensation and according to the term set forth
in Clause 2.3(c) of the Definitive Agreement, such obligation being represented
by 3 (three) promissory notes issued by the Buyer, in the amounts of
R$5,351,105.34, R$69,957,478.99 and R$4,917,882.41, which are now being
respectively delivered to BID, Belpart and Splice, in compliance with the
provisions of Clause 2.3.1 of the Definitive Agreement;




     (d) the amount of R$1,105,784,019.55 (one billion, one hundred five
million, seven hundred eighty four thousand, nineteen reais and fifty five
cents) will be paid in cash, in installments, in the amounts, conditions and
payment deadlines set forth in Annex 2.3(d) hereof, plus interest,
inflationary adjustment, exchange variation and other charges incurred up to
the date of each payment set forth in the referred Annex 2.3(d), that was
prepared and determined according to the provisions of Clauses 2.3(d) and 5.6
of the Definitive Agreement and based on the relation of the Financial
Obligation of the Sellers, in force on this date, that constitutes the new
Annex 5.6, and the parties declare to agree expressly, with no reservations,
with the related new Annexes 2.3.(d) and 5.6 hereof, that substitute, for all
due purposes and effects, the Annexes 2.3(d) and 5.6 of the Definitive
Agreements, observing the following:




          (d.1) out of this installment of the Price, the amount of R$18,711,031.22
(eighteen million, seven hundred eleven thousand, thirty one reais and twenty
two cents) is totally paid at this term to the Sellers, according to the
written instructions given by the Sellers to the Buyer, according to which the
Sellers give the Buyer the broadest, fullest, most irrevocable and irreversible
release, so that no more claims can be made against the Buyer regarding this
installment of the Price; and




          (d.2) also out of this installment of the Price, the amount of
R$74,550,018.02 (seventy four million, five hundred fifty thousand, eighteen
reais and two cents) of the installment of the Price, covered by Clause 2.3(d)
of the Definitive Agreement, as amended by this Clause 3.1(d), identified in
item B.10 of the Annex 2.3(d) and in the corresponding item of Annex 5.6
hereof, already reflect the negotiations discussed between the Sellers and the
BNDES Participações S.A. (“Bndespar”) involving the early liquidation by the
Sellers of the respective Financial Obligation of the Sellers, identified in
Annex 5.6. hereof. The referred installment will be due on 08/08/2003 to the
Sellers, increased with the compensation corresponding to the CDI variation
plus 2% (two per cent) per annum, calculated over the mentioned amount from the
present date until the date of its effective payment to the Seller. The Buyer
will have the right to pay the mentioned installment directly to Bndespar, in
the form of Clause 5.7.1 of the Definitive Agreement, in case the Sellers do
not present the Buyer, until the release maturity date of



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the referred installment, the following documents: (i) receipt issued by
Bndespar according to which Bndespar acknowledges the payment and settlement of
the Financial Obligation of the Sellers owed to Bndespar, with the subsequent
settlement of the debentures issued by BID and subscribed by Bndespar; and
(ii) documents proving the release and cancellation of the collateral
obligation created on the Control Stock to guarantee the referred obligations
of BID to Bndespar.




          (d.3) the Buyer and Brasilcel will be jointly liable for the benefit of
the Sellers, each of them in the condition of principal payer, of the
installment of the Price set forth in the Annex 2.3(d) hereof, the charges of
which are or will come to be pegged to currency exchange gains or losses.



3.1.1 The parties acknowledge that the amount of R$11,430,882.99 (eleven
million, four hundred thirty thousand, eight hundred eighty two reais and
ninety nine cents) is owed by the Buyer to Sellers, in addition to the amount
set forth in Clause 3.1(d) above, corresponding to the balance in favor of the
Sellers derived from the costs and expenses of refinancing and/or settlement of
the Financial Obligation of the Sellers incurred by the parties until this
date, described in Annex 3.1.1 hereof, which is totally paid to the Sellers
according to the written instructions delivered by the Sellers to the Buyer,
according to which the Sellers give the Buyer the broadest, fullest, most
irrevocable and irreversible release, so that no more claims are made against
the Buyer regarding this installment of the Price. The Sellers will deliver to
the Buyer the documents proving the referred costs and expenses, it being
understood that, once there is an adjustment in favor of the Sellers or of the
Buyer, such adjustment shall be added to or decreased from, according to the
case, of the installment of the Price with a maturity date immediately
subsequent thereto.



3.2 The Buyer, delivers to the Sellers the guarantees referred to in Clause 5.8
of the Definitive Agreement, issued based on the new Annex 5.6, whose copies
constitute the Annex 3.2 hereof, that will be delivered by the Sellers directly
to the respective creditors.




	4.	 	Representations and Other Undertakings and Provisions pertaining to the
Closing.




4.1 The parties consider effective and valid, for all due purposes, the
instruments and contracts referred to in items (iii), (iv) and (v) of Clause
5.1 of the Closing Term, as provided for in Clause 5.2 of the Closing Term.



4.2 The Buyer hereby pays to BELPART the price set forth in the agreement of
assignment of rights and obligations set forth in Clause 5.1 of the Definitive
Agreement, and BelPart grants to the Buyer, separately, the corresponding
release.



4.3 Representations:




     (a) The Buyer confirms that the representations and collateral guarantees
of the Buyer contained in the Definitive Agreement or in its respective Annexes
are, in their material aspects, true on this date, as if they had been made on
the Closing Date.





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(b) The Sellers declare and confirm to the Buyer as follows:




(i) The Sellers have performed, up to the present date, all their
duties according to the terms of the Definitive Agreement, including
the compliance by TCO and its controllers with the Performance Plan
for the management of TCO, covered by Annex 5.3 of the Definitive
Agreement, and have complied with, up to this Closing Date, the
guidelines mentioned in Clause 5.3 of the Definitive Agreement, not
having performed any of the acts described in Clause 5.3.1 which
have not been previously informed to the Buyer according to terms of
the same Clause 5.3.1. of the Definitive Agreement;




(ii) The Sellers confirm that the statements and guarantees of the
Sellers contained in the Clauses 8.1.1, 8.1.2, 8.1.3, 8.1.4, 8.1.5, 8.1.6
and 8.1.7 of the Definitive Agreement or in its respective Annexes are,
in their material aspects, true on this date, as if they had been made on
this Closing Date, except for the amendments derived from TCO’s regular
course of business. Particularly, the Sellers declare and guarantee that
they continue to be holders of the Control Stock, according to the
amounts and proportions indicated in Clause 2.1 above .



4.4 The Sellers deliver to the Buyer a declaration and a statement issued by
the financial institution in charge of the register of the shares of TCOPar
that confirms the amount of Control Stock effectively held by the Sellers on
the Closing Date.



4.5 The Buyer confirms having received the documents referred to in item (ix)
of Clause 6.2 of the Closing Term.



4.6 The Buyer waives the confirmation of availability of the corporate tax and
accounting books of TCO; thus, the delivery of such books will occur, as the
case may be, in headquarters of TCOPar and of each of the respective TCO
Controlled Companies.




	5.	 	Other Commitments.





     TCOPar, Splice and the Buyer shall communicate to their respective
shareholders and to the market, through the publication of a notice of material
fact, the Closing, on this date, of the sale of the control of TCOPar from the
Sellers to the Buyer.




	6.	 	Ratification to the Definitive Agreement.





     The parties and the interveners expressly ratify all clauses and
conditions of the Definitive Agreements that have not been expressly amended by
means of this Settlement Term, and confirm their respective obligations, which
shall be totally fulfilled according to the terms of the Definitive Agreements,
as amended by the present Settlement Term.





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	7.	 	Applicable Law and Venue.




The present Settlement Term shall be governed and construed in accordance with
the laws of the Federative Republic of Brazil. The parties will try to solve
amicably their disputes related to the Definitive Agreements and this
Settlement Term, in good faith. If it is not possible to reach an amicable
solution of the controversies that may arise from the interpretation or
application of the Definitive Agreements, as amended by the present Settlement
Term, such controversies and questions will be submitted to the exclusive
jurisdiction of the courts of the Capital of the State of São Paulo, with
preference over any other courts, irrespective of how privileged they might be.



In witness whereof, the parties sign this document in four (04) counterparts of
equal tenor and form, in the presence of two (02) witnesses signed below.




São Paulo, April 25, 2003.




Sellers:








BID S.A.

Antonio Roberto Beldi

Director Vice-President









BELPART PARTICIPAÇÕES LTDA.

Antonio Roberto Beldi

Administrator









SPLICE DO BRASIL

TELECOMUNICAÇÕES E ELETRÔNICA S.A.

Antonio Roberto Beldi

Director Vice-President






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[Signature Page of the Term of Assignment and Transfer of Shares, Financial

Settlement and Release dated as of 04/25/2003]




Buyer:









TELESP CELULAR PARTICIPAÇÕES S.A.

Francisco José Azevedo Padinha

Gilson Rondinelli Filho

Directors




Consenting Interveners:




	 	 	 
	

	 	


	BRASILCEL N.V	 	
FIXCEL S.A.
	Francisco José Azevedo Padinha	 	
Antonio Roberto Beldi
	Fernando Abella Garcia	 	
Director Vice-President
	Proxies	 	 






Witnesses:




	 	 	 	 	 	 	 	 	 
	1.	 	 	 	

	2.

	

	 	 
	 	


	 	 	 	






In the event of any inconsistency between this free English translation and the
Portuguese original of this Term of Assignment and Transfer of Shares, Financial
Settlement and Release, the latter version shall prevail.







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