EXHIBIT 99.1
PRIVATE AGREEMENT FOR THE SHARING OF RESOURCES AND
FORMATION OF JOINTLY OWNED PROPERTY.
By means of this instrument,
TELEMIG CELULAR S/A, with headquarters in the city of Belo Horizonte, State of
Minas Gerais, at Rua Xxxxxxx Xxxxx, n(0) 258, Corporate Taxpayer Identification
number CNPJ (MF) 02.320.739/0001-06, represented herein pursuant to its by-laws;
AMAZONIA CELULAR S/A, with headquarters in the city of Belem, State of Para, at
Travessa Xxx Xxxxxxx, 931 - Reduto, Corporate Taxpayer Identification number
CNPJ (MF) CNPJ (MF) 02.340.278/0001-33, represented herein pursuant to its
by-laws;
TELEMIG CELULAR PARTICIPACOES S/A, with headquarters in the city of Brasilia,
Distrito Federal, no SCN, Quadra 03 - Bloco A - Sobreloja, Corporate Taxpayer
Identification number CNPJ (MF) CNPJ (MF) 02.558.118/0001-65, represented herein
pursuant to its by-laws and
TELE NORTE CELULAR PARTICIPACOES S/A, with headquarters in the city of Brasilia,
no Distrito Federal, no SCN, Quadra 03 - Bloco A - Sobreloja, Corporate Taxpayer
Identification number CNPJ (MF) CNPJ (MF) 02.558.154/0001-29, represented herein
pursuant to its by-laws;
Hereinafter referred to individually as Party and jointly as Parties;
Whereas:
i) The first two Parties are both providers of Mobile Cellular Service
(Servico Movel Celular - SMC), and as such provide similar services to
their customers, and the two latter Parties are respectively parent
companies of the former Parties, with the business of promoting and/or
executing, directly or through their subsidiary or affiliated companies,
the development and expansion of mobile telephone services;
ii) the Parties are interested in achieving synergistically coordinated
objectives, such as the reduction of fixed costs and the creation of
better performance conditions toward suppliers and/or customers;
iii) the Parties are interested in sharing human resources (corporate staff),
assets and services available in their organizations or in acquiring new
ones for the expansion of shared resources of mutual interest;
iv) Now therefore the Parties wish to discipline the apportionment among them
of the costs and expenses related to the acquisition, use and/or
maintenance of related assets and services and other services mentioned
herein, as well as the expenses and oncosts related to human resources
(corporate staff) to be shared, establishing the actual benefit to be
received by each Party.
And resolve to enter into this agreement for the sharing of resources and
formation of jointly owned property, hereinafter simply referred to as Sharing
Agreement, to be governed by the following terms and conditions:
Clause One - Sharing of Assets and Formation of Jointly Owned Property
1. In the event of mutual interest and with the objective of attaining common
goals, such as the reduction of fixed costs and the creation of better
performance conditions toward suppliers and users (subscribers/customers),
the Parties may establish the sharing of assets, with any Party having the
option of carrying out, in its individual behalf, the purchase of assets
(equipment and services necessary for construction, establishment,
installation, maintenance and other services, hereinafter referred to as
related services) intended for joint use. In this case, the other parties
shall acquire an ideal fraction of such assets, so as to allow the shared
use and apportionment of the respective costs and expenses of purchase and
other related services.
1.1. The disposals referred to above shall be formalized by means of the
execution of an Amendment, to be developed pursuant to Model I
attached hereto, and each Amendment, after being signed by the
Parties shall become an integral and inseparable part of this
Sharing Agreement.
2. The disposal of the ideal fractions of the assets referred to herein must
comply with the apportionment criterion based on the economic benefit
obtained by each Party. Once the jointly owned property is established,
with the purchase of the respective ideal fractions by the parties, each
party, pro rata to each ideal fraction, shall be liable for the expenses of
construction, development, installation, maintenance, etc. of the jointly
owned assets.
3. It is hereby established that the measures of interest to the jointly owned
property which are not determined herein shall be deliberated or decided by
the parties in meetings summoned by any one of the parties, by means of
written notice (fax or e-mail) at least seven days in advance. The
decisions shall be taken by attributing one vote to each party, weighted
according to the ideal fraction of each jointly owned property.
4. The other parties shall have right of first refusal in the purchase of the
ideal fraction of the ownership of the property pertaining to any other
party which may decide to sell. The right of first refusal shall be
exercised by means of the
acquisition of the ideal fraction for the price determined in view of the
amount of the market value of the assets, taking into account the
following:
i) The price is to be paid within thirty days by the buying parties
ii) The decision to sell the ideal fraction shall be communicated to the other
parties by means of written notice (fax or e-mail) already containing the
respective commercial proposal, defining the property with regard to which
the ideal fraction is to be disposed of, as well as the respective price
(market value)
iii) The interested party or parties may accept or propose another price, within
at the most ten business days after receiving said notice
iv) The selling party shall have a period of five business days, counting from
the receipt of the notice, in which to inform whether it accepts the new
price proposed by the interested party or parties
v) If the selling party wishes to have a higher price considered than the
proposed price, as it considers it lower than the actual market value, it
should thus inform the other parties, and also summon a meeting of the
jointly owned property for the appointment of independent experts who shall
define the effective market value to be considered.
vi) The parties may exercise their right of first refusal pro rata to their
respective ideal fraction. This right may be assigned, as applicable, by
one of the parties to another party.
Clause Three - Shared use of Human Resources (Corporate Staff) and Facilities
8. In the event of mutual interest and seeking the attainment of common and
synergistically coordinated goals, such as the reduction of fixed costs and
the obtention of productivity gains, the parties may establish the shared
use of human resources, with any of the parties having the option of
engaging, even if in their own behalf, human resources, hereinafter
referred to as corporate staff, intended for shared use by the remaining
parties.
9. The corporate staff includes both Directors, such as defined in Law No.
6404 dated 15 December 1976, and Employees, i.e. personnel defined as such
pursuant to the terms of the labor laws in effect.
10. In view of the shared use of the corporate staff, the parties, to the
extent of the benefits obtained, shall bear the following expenses:
i) pro labore and other types of remuneration or indirect benefits granted to
Directors, unrelated to profit sharing;
ii) remuneration of employees, including advances, 13th salary, allowances,
severance pay/indemnification, and bonuses
iii) the facilities used by the corporate staff including the expenses related
to the use thereof, such as utilities, furniture, etc.
11. The payments related to the monthly apportionment of the expenses related
to the shared use of the corporate staff must be made by the twentieth day
of each month, and the parties to be paid must provide the corresponding
document for collection.
Clause Four - Apportionment of the expenses related to the use of other shared
services
12. In the event of mutual interest and seeking the attainment of common goals,
such as the reduction of fixed costs and better performance conditions
toward suppliers and users (subscribers/customers), the parties may
establish the shared use of services, and any party shall have the option
of engaging, in its own behalf, any other services intended for shared use
by the other parties (related services).
13. The expenses related to the employment of related services for shared use
shall be apportioned among the parties, by means of the execution of an
Amendment, to be developed pursuant to Model II attached hereto, and each
Amendment, after being signed by the Parties, shall become an integral and
inseparable part of this Sharing Agreement.
14. The apportionment of the expenses corresponding to the use of the related
services for shared use provided herein must be made in conformity with the
apportionment criterion, direct or indirect, which is reasonable,
justifiable, and capable of reflecting the actual proportion of the true
use or potential for generating operational benefits for each party.
Clause Five - General apportionment criteria
15. The apportionment provided herein or in the amendments hereto may be
determined, individually or jointly, on the basis of the criterion of
benefit obtained by the party, to be defined on a case by case basis in
consideration of the following parameters: client base, number of
companies, outgoing traffic, incoming traffic, total traffic, number of
calls at the Call Center, number of active contacts in collection, number
of passive contacts in collection, level of post-paid and pre-paid services
(Call Center), number of customers served in enabling (Call Center), number
of customers served in retention (Call Center), number of cellular phones
distributed, number of enabling of new
customers, growth in the customer base, number of customers retained in
month, number of bills printed out and sent to customers, number of bills
received, number of xxxx paid in month, number of purchase orders processed
in month, number of purchase orders processed in month, number of
employees, number of items in inventory at the distribution center, number
of loan and hedge agreements weighted by the financed amount, number of
financial investments weighted by the invested value, number of economic
feasibility studies performed, number of publicity items created, number of
new service plans created, or other criteria, direct or indirect, which
most fairly reflect the relative apportionment of the shared human
resources.
16. The parties agree that from the date of execution hereof forward, without
prejudice to subsequent changes, the criteria and respective percentages
outlined in Annex III shall be adopted.
Clause Six - Default
17. The party in default on the payment of any of the amounts provided herein
or in the amendments hereto shall be subject to daily late charges of 1% of
the total amount in arrears, limited to the maximum percentage of 10%,
without the requirement of any notice or judicial or extrajudicial summons,
as well as delinquent interest determined by the daily income rate of the
CDI - Interbank Deposit Certificates, calculated and announced by CETIP in
its daily bulletin, available on its web page (xxxx://xxx.xxxxx.xxx.xx) and
in the magazine "Gazeta Mercantil", National Edition - CDI, of one day,
calculated and applied each day, from the maturity date to the date of
actual payment.
Clause Seven - Final Provisions
18. This Sharing Agreement in no way affects, transfers or in any other manner
modifies or extinguishes any legal relations in effect among the parties or
between any of the parties hereto and third parties, including, without
limitation, suppliers, service providers and human resources.
i) The enforcement of this Sharing Agreement shall imply in the full
compliance by the parties of the rules of confidentiality, security and
restricted use applicable with regard to all that has been and may be
agreed between any one of the parties and others.
19. This Sharing Agreement shall go into effect on the date of its execution
and shall remain in effect among the parties for an indeterminate period of
time.
20. This Sharing Agreement may be terminated at any time by any one of the
parties upon written notice (fax or e-mail) provided at least sixty days in
advance to the other parties. After the due formalization of the
termination, the terminating party shall, within fifteen days, express its
interest as to maintaining the apportionment of the costs and expenses of
acquisition, use
and/or maintenance of the equipment (hardware), software and related
services, human resources (corporate staff) and other services already
performed. Should it not desire to do so, it should immediately discontinue
its use of the software and related services, human resources and other
shared services, and also inform which equipment/hardware it intends to
sell to the other parties, in terms of ideal fraction thereof. Said
disposal shall take place in the manner and pursuant to the procedures
outlined in item 6 above.
21. The mere disposal of the ideal fraction of the property of any one of the
parties to other parties, even if in its totality, does not imply in the
termination or extinguishment of said Sharing Agreement, which will remain
in effect to the extent feasible.
This agreement supersedes any other agreement previously entered into by
the parties, in particular the agreement signed on 29 December 1999, and
also expressly ratifies the acts practiced in compliance herewith.
22. The parties elect the jurisdiction of the domicile of the respondent party
for the resolution of any issues arising herefrom, with the express waiver
of any other, no matter how privileged.
In witness whereof, the parties sign this agreement, with
the objective of being bound thereby, including their successors, in four
counterparts, for all legal intents and purposes.
Belo Horizonte, ____ __________ 2003.
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TELEMIG CELULAR S/A
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AMAZONIA CELULAR S/A - MARANHAO
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TELEMIG CELULAR PARTICIPACOES S/A
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TELE NORTE CELULAR PARTICIPACOES S/A
ANEXO I
AMENDMENT
MODEL I
PRIVATE AGREEMENT FOR THE SHARING OF RESOURCES AND FORMATION OF JOINTLY OWNED
PROPERTY.
//____ Amendment to the PRIVATE AGREEMENT FOR THE SHARING OF RESOURCES AND
FORMATION OF JOINTLY OWNED PROPERTY WITH THE CONSEQUENT APPORTIONMENT OF COSTS
AND EXPENSES OF ACQUISITION, USE AND/OR MAINTENANCE OF ASSETS AND RELATED
SERVICES, HUMAN RESOURCES (CORPORATE STAFF) AND OTHER SERVICES FOR SHARED USE,
BY MEANS OF THE PURCHASE AND SALE OF IDEAL FRACTIONS, FORMATION AND CONVETION OF
JOINTLY OWNED PROPERTY.
By means of this instrument,
TELEMIG CELULAR S/A, with headquarters in the city of Belo Horizonte, State of
Minas Gerais, at Rua Xxxxxxx Xxxxx, n(0) 258, Corporate Taxpayer Identification
number CNPJ (MF) 02.320.739/0001-06, represented herein pursuant to its by-laws;
AMAZONIA CELULAR S/A, with headquarters in the city of Belem, State of Para, at
Travessa Xxx Xxxxxxx, 931 - Reduto, Corporate Taxpayer Identification number
CNPJ (MF) CNPJ (MF) 02.340.278/0001-33, represented herein pursuant to its
by-laws;
TELEMIG CELULAR PARTICIPACOES S/A, with headquarters in the city of Brasilia, no
Distrito Federal, no SCN, Quadra 03 - Bloco A - Sobreloja, Corporate Taxpayer
Identification number CNPJ (MF) CNPJ (MF) 02.558.118/0001-65, represented herein
pursuant to its by-laws and
TELE NORTE CELULAR PARTICIPACOES S/A, with headquarters in the city of Brasilia,
no Distrito Federal, no SCN, Quadra 03 - Bloco A - Sobreloja, Corporate Taxpayer
Identification number CNPJ (MF) CNPJ (MF) 02.558.154/0001-29, represented herein
pursuant to its by-laws;
Hereinafter referred to individually as Party and jointly as Parties;
Whereas:
i) The parties , on .... signed an AGREEMENT FOR THE SHARING OF RESOURCES AND
FORMATION OF JOINTLY OWNED PROPERTY hereinafter referred to as Sharing
Agreement, which contains the basic
assumptions, conditions and criteria for the sharing of resources among the
parties and the respective apportionment of costs and expenses of
acquisition, use and/or maintenance of assets and related services, human
resources (corporate staff) and other services, all effectively shared by
the parties;
ii) The Sharing Agreement expressly states that, in order to allow the shared
use of assets, as well as the apportionment of the respective costs of
acquisition, construction, development, installation, maintenance, etc. of
such assets, a jointly owned property will be formed among the parties, by
means of the execution of a specific amendment, considering the
characteristics and functionalities of each asset acquired.
Now therefore the parties resolve to sign this amendment, hereinafter referred
to as the Amendment, to be governed by the following clauses and conditions.
Clause One - The Asset
1. Party ..., seeking to attain the synergistically coordinated goals, such as
the reduction of fixed costs and the creation of better performance
conditions toward suppliers and/or customers, has acquired, in its own
behalf, the following asset(s) described below.
2. The asset(s) described above is/are intended for shared use by the other
parties to the Sharing Agreement, and therefore the respective costs and
expenses of acquisition, construction, development, installation,
maintenance, etc shall be apportioned, thus making it advisable for the
parties to form a jointly owned property with regard to the asset(s)
described above, in order to optimize its/their shared use.
Clause Two - purchase and sale of ideal fractions and formation of jointly owned
property
3. Considering the existence of mutual interest and aiming at the attainment
of common, synergistically coordinated goals, such as the reduction of
fixed costs and the creation of better performance conditions toward
suppliers and respective users (subscribers and/or customers), the party
decides to sell to the other parties, who in turn resolve to purchase, in
the proportion expressly shown in the Table below, the ideal fractions
related to the equipment described above.
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PARTY IDEAL FRACTION
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4. The amounts related to the ideal fractions hereby sold shall be paid by the
respective purchasing parties, after the receipt of the collection document
issued by the selling party, pursuant to the following conditions (outline
here the agreed commercial conditions, such as term, form of payment, etc.)
5. In view of the sale and purchase of the ideal fractions hereunder, subject
to the resolutory condition of the lack of payment of the amount provided
above, with regard to said assets, a jointly owned property is formed
among the parties, to be governed by the provisions of the Sharing
Agreement.
Clause Three - Related services
6. Considering the existence of the jointly owned property among the parties,
the respective costs and expenses of construction, development,
installation, maintenance, etc. of the jointly owned assets shall be
apportioned among the parties, even though acquired individually by any of
the other parties, in the same proportion as the ideal fractions owned by
each party.
Clause Four - Criterion for apportionment
7. The ideal fractions hereby sold to the other parties were calculated on the
bases of the following criterion of determination of the actual use or
potential for generating operational benefits on the behalf of each party
(define here the criterion used - depending on the nature and application
of the equipment, it can be the number of users in the base of each carrier
in view of the total number of users of all carriers, the overhead, the net
revenue, etc..)
In witness whereof, the parties sign this agreement, with
the objective of being bound thereby, including their successors, in four
counterparts, for all legal intents and purposes.
Belo Horizonte, ...
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TELEMIG CELULAR S/A
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AMAZONIA CELULAR S/A - MARANHAO
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TELEMIG CELULAR PARTICIPACOES S/A
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TELE NORTE CELULAR PARTICIPACOES S/A
ANEXO II
TERMO ADITIVO
MODELO II
Amendment to the PRIVATE AGREEMENT FOR THE SHARING OF RESOURCES AND FORMATION OF
JOINTLY OWNED PROPERTY.
By means of this instrument,
TELEMIG CELULAR S/A, with headquarters in the city of Belo Horizonte, State of
Minas Gerais, at Rua Xxxxxxx Xxxxx, n(0) 258, Corporate Taxpayer Identification
number CNPJ (MF) 02.320.739/0001-06, represented herein pursuant to its by-laws;
AMAZONIA CELULAR S/A, with headquarters in the city of Belem, State of Para, at
Travessa Xxx Xxxxxxx, 931 - Reduto, Corporate Taxpayer Identification number
CNPJ (MF) CNPJ (MF) 02.340.278/0001-33, represented herein pursuant to its
by-laws;
TELEMIG CELULAR PARTICIPACOES S/A, with headquarters in the city of Brasilia, no
Distrito Federal, no SCN, Quadra 03 - Bloco A - Sobreloja, Corporate Taxpayer
Identification number CNPJ (MF) CNPJ (MF) 02.558.118/0001-65, represented herein
pursuant to its by-laws and
TELE NORTE CELULAR PARTICIPACOES S/A, with headquarters in the city of Brasilia,
no Distrito Federal, no SCN, Quadra 03 - Bloco A - Sobreloja, Corporate Taxpayer
Identification number CNPJ (MF) CNPJ (MF) 02.558.154/0001-29, represented herein
pursuant to its by-laws;
Hereinafter referred to individually as Party and jointly as Parties;
Whereas:
i) The parties , on .... signed an AGREEMENT FOR THE SHARING OF RESOURCES AND
FORMATION OF JOINTLY OWNED PROPERTY hereinafter referred to as Sharing
Agreement, which contains the basic assumptions, conditions and criteria
for the sharing of resources among the parties and the respective
apportionment of costs and expenses of acquisition, use and/or maintenance
of assets and related services, human resources (corporate staff) and other
services, all effectively shared by the parties.
ii) The Sharing Agreement expressly determines that, in view of the possibility
of employment by any party of other services intended for shared use by the
other parties, the respective expenses related to said use shall be
apportioned among the parties by means of a specific amendment, in view of
the characteristics and functionalities of each software and /or employed
service.
Now therefore the parties resolve to sign this Amendment hereinafter referred to
as the Amendment, to be governed by the following terms and conditions:
Clause One - Shared Services
8. Party ..., seeking to attain the synergistically coordinated goals, such as
the reduction of fixed costs and the creation of better performance
conditions toward suppliers and/or customers, has acquired, in its own
behalf, the following services described below: __________________________.
9. The services described above are intended for the shared use by the other
parties to the Sharing Agreement, and therefore the respective expenses of
use shall be apportioned.
Clause Two - Criterion for apportionment
10. The respective expenses for the use of the services shall be apportioned
among the parties on the basis of the following criterion for calculation
of the actual use or potential for generating operational benefits in
behalf of each party (define here the criterion applied)
11. The apportioned amounts shall be paid by the respective parties after the
receipt of the collection documents issued by the selling party, pursuant
to the following conditions (define here the agreed commercial conditions,
such as term, form of payment, etc.)
In witness whereof, the parties sign this agreement, with
the objective of being bound thereby, including their successors, in four
counterparts, for all legal intents and purposes.
Belo Horizonte, ...
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TELEMIG CELULAR S/A
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AMAZONIA CELULAR S/A - MARANHAO
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TELEMIG CELULAR PARTICIPACOES S/A
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TELE NORTE CELULAR PARTICIPACOES S/A
ANNEX III
STARTING POINT
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CORPORATE APPORTIONMENT BETWEEN TELEMIG
CELULAR S/A AND AMAZONIA CELULAR S/A - MARANHAO
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Apportionment criteria % apportionment
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Telemig Amazonia
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Financial 63.4% 36.6%
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Financial management Number of companies 50.0% 50.0%
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Accounts payable Subscriber base 66.5% 33.5%
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Comptroller Number of companies/
business unit 54.0% 46.0%
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Guaranteed revenue Subscriber base 66.5% 33.5%
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Financial planning Subscriber base 66.5% 33.5%
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Procurement management Subscriber base 66.5% 33.5%
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Logistics management Gross sales 64.7% 35.3%
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Continuous improvement
management Subscriber base 66.5% 33.5%
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Strategic matrix management Subscriber base 66.5% 33.5%
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Logistics office Subscriber base 66.5% 33.5%
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Treasury Subscriber base 66.5% 33.5%
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RI Number of companies 50.0% 50.0%
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Audit management Subscriber base 66.5% 33.5%
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Call Center Subscriber base 66.5% 33.5%
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Sales support Subscriber base 66.5% 33.5%
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HR Total number of employees 68.0% 32.0%
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Presidency Number of companies 50.0% 50.0%
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Superintendency Number of companies 50.0% 50.0%
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IT Subscriber base 66.5% 33.5%
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Network engineering Total traffic 67.4% 32.6%
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Planning engineering Total traffic 67.4% 32.6%
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Marketing Corporate Subscriber base 66.5% 33.5%
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Corporate Subscriber base 76.7% 23.3%
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Regulatory Subscriber base 66.5% 33.5%
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Legal Number of companies 50.0% 50.0%
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Holding Number of companies 50.0% 50.0%
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