Contract

Exhibit 4.32

1. This Bank Credit Certificate or Cédulas de Crédito Bancário (“CCB”) is issued pursuant to Master Term Loan Credit Facility Agreement dated August 26, 2005 entered into by the Issuer, the Lender and other parties of this instrument (“Facility Agreement”). The Facility Agreement contains supplementary provisions to this CCB, which shall be observed and complied with by the Issuer, the Lender and the Guarantor. Should there be any discrepancy between this CCB and the Facility Agreement, the Facility Agreement shall prevail.

2. The Issuer hereby promises to pay, on the maturity established in Item 6 of the Introduction hereof, in the venue of payment set forth in Item 4.4. of the Introduction hereof, to the Lender indicated in Item 2 of the Introduction hereof, or at its order, the principal amount established in Item 4.2 of the Introduction hereof, plus due and unpaid interest and charges in domestic currency incurred until the effective date of payment. Interest rates shall be paid on each of the Interest Rates Payment Dates specified in Item 7 of the Introduction hereof.

3. The amounts due under the terms of this CCB shall be paid to HSBC Bank Brasil S.A. – Banco Múltiplo on behalf of the lender until 4.00 p.m. of each Interest Rates Payment Date or Maturity Date, as this is the case. The payments shall be made with the immediately available funds, through a transfer to the account established in Item 4.5 of the Introduction hereof, net of any applicable taxes, including, but not limited to the amounts referring to the Provisional Contribution on Financial Operations—CPMF and the Tax on Financial Operations – IOF.

3.1. Should the payment date falls on a non-business day, this payment shall be made on the following Business Day.

3.2. For the purposes of this instrument “Business Day” refers to any day (except Saturday and Sunday), which is not a public holiday and in which banks are open for trades in general, in São Paulo and Rio de Janeiro.

4. In order to determine the amount due pursuant to this instrument, the Issuer acknowledges as proof of his indebtedness, the credit amount mentioned in Item 4.2 of the Introduction hereof, plus interest and other expenses established in this CCB, as verified in the spreadsheets prepared by or on behalf of the Lender, which shall be become an integral part hereof. This evidence shall be conclusive, except in the case of evident error.

5. The interest rates and charges set forth in Item 4 of the Introduction hereof shall incur on principal amount mentioned in Item 4.2 as per the following formula:

I = VNe x (Interest Factor – 1), where:

I		Interest, including the Margin, calculated with six decimal places, with no round-offs, due at the end of each Interest Rate Period;
VNe		Amount of the principal balance in the beginning of the Interest Rate Period calculated with six decimal places, with no round-offs;
Interest Factor		Interest factor composed of the variable parameter plus the Margin, calculated with nine decimal places, with round-offs, as follows:

Interest Factor = (DI Factor x Spread Factor), where:

DI Factor Product of the DI-Over rates, based on the percentage applied, as from and including the first day of an Interest Rate Period, until but not including the last day of same Interest Rate Period, calculated with eight decimal places and round-offs, as follows:

n – Global number of DI – Over Rates used in the calculation;

DIR_k - Daily DI-Over Rate, calculated with eight decimal places with round-offs, as follows:

DI_k – DI-Over Rate announced by the Clearing House for the Custody and Financial Settlement of Securities – CETIP (“CETIP”) valid for one Business Day (overnight) with two decimal places.

Spread Factor - Margin calculated with nine decimal places, with round-offs as follows:

M – Margin;

DE – Number of days elapsed during the

respective Interest Rate Period.

6. The Interest Rate Period shall be determined as follows: (i) the first Interest Rate Period is the period starting on the Issue Date and ending on the first Interest Rate Payment Date, as indicated in Item 7 of the Introduction hereof; and (ii) each subsequent Interest Rate Period shall start on the ending date of the previous Interest Rate Period and shall end on the following Interest Rate Payment Date.

7. The Margin shall be determined as follows: (i) until August 26, 2006, the applicable Margin shall be 1.25% p.a.; (ii) as from August 26, 2006 the

applicable Margin shall be the annual percentage established below, alongside the Consolidated Net Debt/ Consolidated EBITDA ratios specified as follows, adjusted on a half-yearly basis.

Consolidated Net Debt/ Consolidated EBITDA		Margin
Greater than or equal to 2.75:1		1.50%
Less than 2.75:1.00, but greater than or equal to 2.25:1.00		1.25%
Less than 2.25:1.00, but greater than or equal to 1.75:1.00		1.00%
Less than 1.75:1.00		0.90%

7.1. For the purposes of this instrument:

At any given moment, “Loans” mean the principal balance, capital or nominal value of any fixed or minimum premium payable as a result of the accelerated payment or redemption of any debt related to:

(i) money borrowed and outstanding balances with financial institutions;

(ii) any amount raised by acceptance according to any credit facility;

(iii) any amount raised under the terms of any purchase of securities or issue of bonds, notes, debentures, loans for the purchase of shares or any other similar instrument;

(iv) the amount of any liability referring to any leasing or lease and purchase agreement, which, according to the generally accepted accounting practices would be treated as financial leasing or of fixed assets;

(v) receivables sold or discounted (except for any receivables sold without right of recourse);

(vi) any counter-indemnification liability referring to a guarantee, indemnification, obligation, “standby” letter of credit or document or any other instrument issued by a bank or financial institution (except for any guarantee given in relation to commercial credit resulting from the normal course of businesses);

(vii) any amount raised from the issue of redeemable shares, which may be redeemed at the discretion of the titleholder before August 26, 2005;

(viii) any amount from any liability related to an advance agreement or deferred purchase agreement if one of the main purposes for the execution of this agreement is to raise funds;

(ix) any amount raised in any other transaction (including any installment sale or purchase agreement) having the commercial effect of a loan; and

(x) (with no duplicity) the amount of any liability referring to any guarantee or indemnification related to any of the aforementioned items.

At any given moment, “Cash and Cash Equivalents” mean to cash in banks, denominated in Reais or in any other currency convertible into Reais in the Brazilian interbank market and credited to an account on behalf of a member of the TB Group with a good reputation financial institution, from which, a member of the TB Group is the sole beneficiary, entitled to (i) the referred cash may be reimbursed upon request, (ii) the reimbursement of that cash is not contingent to the waiver of accelerated payment of any debts of any member of the TB Group or any other person, or to the compliance with any other condition, (iii) there is no guarantee for that cash, except for the Permitted Liens guaranteeing Loans, and (iv) this cash is free and immediately available to be applied in the amortization or prepayment of Loans.

“Investments in Cash and Cash Equivalents” mean debt instruments denominated in Reais or in any other currency convertible into Reais in the Brazilian interbank market, provided that these debt instruments are not convertible into securities of any other nature.

For any measurement period, “Consolidated EBITDA” means TB Group’s consolidated profit resulting from the activities during that measurement period:

(i) before the deduction of any Consolidated Net Financial Charges;

(ii) before the consideration of any items treated as extraordinary or exceptional items;

(iii) before the deduction of any amount of any profit of TB Group attributable to any company in which said member of the TB Group holds minority vote;

(iv) before the deduction of any amount attributable to the amortization of intangible assets or the depreciation of tangible assets; and

(v) after the deduction of an amount equal to the Relevant Percentage of any profit of any member of TB Group (Except for the Issuer and Maxitel S.A.) in which the Guarantor (directly or indirectly) holds a minority economic interest, but it is entitled to majority vote.

in each case, as added, deducted or considered, accordingly, for the purposes of calculating the TB Group’s profits resulting from routine activities, before taxes, amortization and depreciation.

At any given moment, “Consolidated Net Debt” means the total amount of all the Group TB’s obligations related to loans, but:

(i) including, in the case of financial leasing, only the amount then capitalized;

(ii) deducting an amount equal to the Relevant Percentage of these obligations of any member of TB Group (except for the Issuer and Maxitel S.A.) in which the Guarantor directly or indirectly holds a minority economic interest, but it is entitled to majority vote;

(iii) excluding any obligations with any member of the TB Group (but adding the Relevant Percentage of any of these obligations due to a member of the TB Group (except for the Issuer and Maxitel S.A.) in which the Guarantor directly or indirectly holds a minority economic interest, but is entitled to majority vote; and

(iv) deducting the total amount of Cash and Cash Equivalents and Investments in Cash and Cash Equivalents freely available held by any member of the TB Group in that occasion (but adding an amount equal to the Relevant Percentage of Cash and Cash Equivalents and Investments in Cash and Cash Equivalents held by any member of the TB Group (except for the Issuer and Maxitel S.A.) in which the Guarantor directly or indirectly holds a minority economic interest, but it is entitled to majority vote),

so that no amount is included or excluded more than once.

“Consolidated Net Financial Charges” mean for any measurement period, the total amount of accrued interest, fees, charges, discounts, break costs, premiums and other financial payments referring to loans, whether paid, payable or capitalized by any member of the TB Group in relation to that measurement period:

(i) excluding the Relevant Percentage of any of the obligations of any member of the TB Group (except for the Issuer and Maxitel S.A.) in which the Guarantor directly or indirectly holds a minority economic interest, but it is entitled to majority vote;

(ii) excluding any obligations to any member of the TB Group (but adding the Relevant Percentage of any of these obligations due to a member of the TB Group (except for the Issuer and Maxitel S.A.) in which the Guarantor directly or indirectly holds a minority economic interest, but it is entitled to majority vote);

(iii) including interest rates on the payment of leasing, rent and purchases (but excluding the Relevant Percentage of any of this interest rate to be paid by any member of the TB Group (except for the Issuer and Maxitel S.A.) in which the Guarantor directly or indirectly holds a minority economic interest, but it is entitled to majority vote;

(iv) including any fee, charge, discount and other financial payments accrued to be made by any member of TB Group under the terms of any interest rate hedge agreement (but excluding the Relevant Percentage of any of these financial expenses to be paid by any member of the TB Group (except for the Issuer and Maxitel S.A.) in which the Guarantor directly or indirectly holds a minority economic interest, but it is entitled to majority vote;

(v) deducting any fee, charge, discount and other financial payments accrued due to any member of TB Group under the terms of any interest rate hedge agreement (but adding the Relevant Percentage of any of these liabilities due to a member of the TB Group (except for the Issuer and Maxitel S.A.) in which the Guarantor directly or indirectly holds a minority economic interest, but it is entitled to majority vote);

(vi) deducting any interest rate accrued due to any member of the TB Group on any deposit or bank account (but adding an amount equal to the Relevant Percentage of this interest rate accrued due to any member of the TB Group (except for the Issuer and Maxitel S.A.) in which the Guarantor directly or indirectly holds a minority economic interest, but it is entitled to majority vote; and

(vii) adding the amount of any cash dividends or distributions paid or made by the Guarantor referring to that measurement period.

At any given moment, “Relevant Percentage” means in relation to any member of TB Group, the percentage of economic interest in that member of the TB Group not held by the Guarantor; for clarity purposes, for the purposes of calculation of the Relevant Percentage in relation to any indirect subsidiary of the Guarantor, the Relevant Percentage of any and all relevant intermediary members of TB Group shall be taken into account in order to determine the economic interest not held by the Guarantor in that indirect subsidiary.

“Subsidiary” means in relation to any person (i) a joint-stock company in which more than 50% of the combined voting power of outstanding voting right shares is held, directly or indirectly, by this person and/or by one or more of this person’s Subsidiaries or (ii) any other person (except a joint-stock company) in which this person and/or one or more of the other Subsidiaries directly or indirectly have the power to establish that person’s policies, management and issues.

“TB Group” means the Guarantor and its Subsidiaries.

8. Should the Issuer make a payment of interest rate at an amount lower than that held by it, the Issuer shall supplement this payment (as adjusted by the applicable interest rate and default charges, pursuant to Article 13 below) on the Business Day following the date on which that payment has been made. In case the amount paid by the Issuer as interest rate exceeds the amount effectively held by it, the Issuer shall receive the amount overpaid, without any adjustment or fine of any kind, until 5 p.m. of the Business Day following the date on which the payment has been made.

9. Should the CDI Rate be unavailable on the date it is to be calculated, the most recent CDI Rate available shall be applied to this calculation. If the CDI Rate remains unavailable for a period longer than 30 consecutive days, the rate succeeding the CDI Rate shall be applied, or, if this rate does not exist, an alternative rate shall be agreed upon, according to Section 5.3(iii) of the Facility Agreement, except that should no agreement be reached during the following 45 days, the amounts due under the terms of this instrument shall become automatically due.

10. The Issuer may prepay this CCB, in full or in part, together with any other applicable interest rate incurring thereon, until the prepayment date, by means of delivery of a notice informing the date proposed and the total principal amount of prepayment until 12.00 p.m. of a day, at least, two Business Days prior to the date proposed for the prepayment.

11. The Guarantor (for due and valid consideration received) hereby guarantees on an irrevocable and unconditional basis, by means of “aval” guarantee in this CCB, the full and punctual observance and compliance with all the Issuer’s terms, conditions and obligations provided for hereby and agrees to pay within one Business Day of the requirement any and all amounts the Issuer, at any given moment, is obliged to pay to the Lender under the terms of this CCB or related thereto, and which has become due, but it has not been paid at the moment in which such requirement has been made.

12. Pursuant to Article 14 of the Facility Agreement, upon the occurrence of a Default Event, the principal amount set forth in Item 4.2 of the Introduction hereof, together with accrued interest and all other amounts accumulated or due under the terms of this instrument, may be immediately declared as due, without the presentation of collection, demand, protest documents or other notice of any nature, the Issuer and the Guarantor waiving all of them (jointly, the “Obligors”).

12.1 For the purposes of this instrument, a “Default Event” means any of the circumstances outlined below:

(i) Non-payment. Any Obligor fails to pay on the due date any amount to be paid under the terms of this instrument, at the place and in the currency indicated unless (a) this failure is caused by an error of technical or administrative nature and (b) this amount is paid within 5 Business Days as from the due date.

(ii) Infringement to Financial Obligations.

(a) At the end of any half-year period, the Consolidated Net Debt/EBITDA ratio is higher than the ratio established below, beside the date on which the half-year period ends.

Period ended on		Ratio
December 31, 2005		3.00:1.00
June 30, 2006		2.75:1.00
December 31, 2006		2.50:1.00
June 30, 2007		2.25:1.00
Subsequently		2.00:1.00

(b) At the end of any half-year period, the Interest Rate Coverage ratio is lower than the ratio established below, beside the date on which such half-year period ends.

Period ended on		Ratio
December 31, 2005		1.50:1.00
June 30, 2006		1.75:1.00
December 31, 2006		2.00:1.00
Subsequently		2.25:1.00

(c) The financial obligations established above shall be calculated based on each of the financial statements delivered by the Issuer to the Lender.

(iii) Infringement to Other Obligations. Any Obligor fails to observe or comply with any obligation, covenant, term or condition to be observed or complied with under the terms of this instrument, and if this failure is still not remedied for a period of 30 days as from the date the referred Obligor is aware of the non-compliance.

(iv) Misrepresentation. Any representation, guarantee or statement made by the Obligor under the terms of this instrument, which is or which is proved to be inaccurate or misleading in any relevant aspect when made or considered as made, unless the circumstances giving rise to such misrepresentation (a) are possible to be remedied (b) are remedied within 30 days after the referred Obligor is aware of the circumstances.

(v) Cross Default: (a) Any Obligor or any member of the Restricted Group fails to pay, on the due date, at the place and in the currency, any amount to be paid (after complying with any notice requirements or maturity of grace period) in relation to any agreement or instrument referring to any Loans, the total amount of principal balance is equal or greater than R$75,000,000.00; (b) any Loan of a member of the Restricted Group, the total amount of principal balance is equal or greater than R$75,000,000.00, is declared or otherwise becomes due before the specified maturity; or (c) any lender then is entitled to declare as due any Loan of a member of the Restricted Group, the total amount of principal balance is equal or greater than R$75,000,000.00, before the specified maturity.

(vi) Insolvency: Any member of the Restricted Group (a) fails to pay its debts when these become due, (b) acknowledge in writing its

inability, or in general unable to its debts when these become due, (c) suspends payments of the entirety or of any kind of debt or announces its intention to do so, or if default is declared in relation to any debt, or (d) it is subject to any event, which, according to the Brazilian laws, has an effect similar to any of the events mentioned in paragraphs (a), (b) and (c).

(vii) Voluntary Bankruptcy: Any member of the Restricted Group (a) files a petition for bankruptcy, recovery, liquidation, dissolution, composition or rescheduling of debts or any other legal remedy for itself or the total or substantial part of its assets, under the terms of any law referring to bankruptcy, insolvency, recovery or any similar legal process in effect on this date or subsequently, (b) seeks or agrees to the appointment or the investiture of a depositary, custodian, trustee, liquidator or any other similar representative for itself or for the total or substantial part of its assets or agrees to any of these measures or to the appointment or investiture of such representative in an involuntary case or another proceeding brought against such member of the Restricted Group, (c) makes a general assignment in benefit of its lenders, (d) agrees to the filing or fails to timely challenge and appropriately to any proceeding or petition described in Paragraph (viii) below, or (e) takes any corporate measure with a view to carrying out any of the above.

(viii) Involuntary Bankruptcy: A lawsuit is brought against any member of the Restricted Group without its request or consent, pursuing (a) bankruptcy, recovery, liquidation, dissolution, composition or rescheduling of debts, (b) the appointment of a depositary, custodian, trustee, liquidator or any other similar representative for itself or for the total or substantial part of its assets, or (c) similar legal process related to bankruptcy, insolvency law, or any similar law in effect on this date or subsequently, however, except that no Default Event shall exist if this legal process or should this legal

process (1) be incoherent or vexatious and it is being challenged in good faith by proceedings duly brought and diligently conducted and (2) it is deemed unfounded or suspended within 60 days.

(ix) Execution: The filing of execution proceedings or guarantee execution against the assets of any member of the Restricted Group, in which the individual book value or these assets’ market value, whichever is greater, exceeds R$75,000,000.00 and which is not declared unfounded or suspended within a period of 30 days or a legal measure is rendered against an Obligor under the terms of any bankruptcy, insolvency law, or any similar law in effect on this date or subsequently, except that, however, no Default Event shall exist if this legal process under consideration is (1) is incoherent or vexatious and is being challenged in good faith by proceedings duly brought and (2) it is deemed unfounded or suspended within 60 days after the valid execution notice or if a legal process is rendered against a member of the Restricted Group, under the terms of any bankruptcy, insolvency law, or any similar law in effect on this date or subsequently.

(x) Non-payment of Award. Any member of the Restricted Group does not pay on the due date any amount due thereby under the terms of an unappealable award, at an amount equal or greater than R$75,000,000.00.

(xi) Illegality. If at any moment this CCB is suspended, revoked or extinguished, if for any reason, it is no longer valid and binding upon or in full force and effect (except in case of maturity according to respective terms), or the Obligors’ observance or compliance with one of their payment obligations or other relevant obligations provided for herein become illegal, or if one of the parties thus states this in writing, of if its validity or applicability is questioned by the Obligors or by any Government Authority, unless such illegality is challenged in good faith by proceedings duly brought and diligently conducted.

(xii) Discontinuance of Business. Any Obligor no longer performs the business it carries out on the Issue Date, except for the long-distance telecommunication business or in view of a merger allowed according to Item 1.11 or Exhibit 3 of the Facility Agreement.

(xiii) License Revocation. The revocation, cancellation or expiration of any license or concession given to any member of the Restricted Group deemed as necessary for the execution of its businesses, except for long-distance telecommunication businesses.

(xiv) Political Event. Any Government Authority condemns, confiscates, intervenes or compulsorily buys or expropriates the total or a significant part of the assets or revenues of any member of the Restricted Group, except for the license and the assets related to the rendering of long-distance telecommunication services.

12.2. For the purposes of this instrument:

“Government Authority” means any country or government, any State or respective political subdivision and any entity performing executive, legislative, judicial, regulatory or administrative duties of the government or related thereto.

“Restricted Group” means the Issuer, the Guarantor, Maxitel S.A., Xxx Participações S.A., XXX Xxxxxxxx Telecomunicações S.A. and XXX Sul S.A.

13. The Issuer and the Guarantor severally represent and guarantee to the Lender, on the Issue Date, that:

(i) Organization and Authority. Each of the Obligors is duly incorporated, validly existing and in good standing before the Brazilian laws, with all the powers, licenses, consents and approvals necessary to own assets and carry out businesses as they are currently conducted and, except when in a global scope, the inability to do so does not have a Relevant Adverse Effect, it is qualified to perform businesses and in good standing in all the jurisdictions where such qualifications are required.

(ii) Authorization and Enforceability. The execution, formalization and performance of this CCB are in accordance with the Obligors’ powers and were duly authorized by all the necessary corporate measures. This CCB was duly signed and formalized by each of the Obligors and constitutes a legal, valid and binding obligation of the Obligors, enforceable according to its terms, subject to bankruptcy, insolvency, recovery, default, and other laws affecting lenders’ rights in general; it is understood that, for the purposes of this instrument, this CCB shall not be considered illegal, invalid, non-binding or unenforceable solely in view of one person questioning the legality, validity, binding effect or the enforceability before any Authority, Government or court, provided that such claim is being challenged in good faith and by proper procedures and an unappealable decision of such Government Authority or court has not been rendered.

(iii) Business Activity and Absence of Immunity. Each of the Obligors shall be subject to the commercial and civil laws in relation to their obligations set forth herein. The execution, formalization and performance of this CCB by the Obligors constitute commercial and private acts and not public or governmental acts. Neither the Obligors nor any of their assets or revenues are entitled to any immunity in any jurisdiction in relation to proceedings, court jurisdiction, decision, seizure (either before or after the decision), compensation or execution of a decision or any other proceeding

or legal process related to the obligations of each of the Obligors according to this instrument, except for the restrictions established under the terms of Law 8,987, dated February 13, 1995, related to certain assets of the Issuer classified therein as “reversible assets”.

(iv) Inexistence of Relevant Adverse Change: Since June 30, 2005, there has been no relevant adverse change in the businesses or the financial situation of the Restricted Group and the TB Group considered as a whole.

(v) Absence of Proceedings: There are no proceedings, litigations, inquiries or diligences before or brought by any court or Government Authority, whether domestic or international, in progress or that the Obligors are cognizant of, threatened, against or affecting any of the Obligors or to which any of the respective assets is subject and which would have a Relevant Adverse Effect. All pending proceedings or governmental processes in which either of the Obligors is part or to which any of the respective assets is subject, including routine and common litigations, incurred in the normal course of the businesses, could not result in Relevant Adverse Effect.

(vi) Compliance with Laws and Agreements. Each of the Obligors complies with all laws, in all relevant aspects, regulations and decrees of any Government Authority applicable to such Obligor or its assets, as well as any other deed, agreement or other instrument binding upon such Obligor or its assets, except to the extent that the non-compliance, jointly, would not result in a Relevant Adverse Effect.

(vii) Inexistence of Default Event. No Default Event has occurred or persists.

(viii) Taxation. Each of the Obligors delivered all the tax returns required therefrom by the applicable laws (except to the extent that the non-delivery of these returns, individually or jointly, would not result in a Relevant Adverse Effect) and paid all the Taxes due referring to such returns or referring to any tax deficiency notice received by such Obligor, except for Taxes, if any, the non- payment of which, individually or jointly, would not result in Relevant Adverse Effect or which are being challenged in good faith by proper procedures.

(ix) Classification. This CCB and the obligations set forth herein are general, direct, unconditional and non-subordinated obligations of the Obligors. These obligations are classified in payment rights, at least, pari passu in relation to all other non-guaranteed and non-subordinated debts of the Obligors, except for the (i) compulsory preferred obligations by force of law and (ii) (a) loans granted or arranged by BNDES and obtained by the Issuer and (b) any securitization operation involving receivables originated by a member of the Restricted Group, which, jointly, have total amount no greater than R$1,400,000,000.00.

13.1 For the purposes of this instrument:

“BNDES” means the National Bank for Economic and Social Development.

“Relevant Adverse Effect” means a relevant adverse effect on:

(i) an Obligor’s capacity to comply with its payment obligations or other relevant obligations under the terms of this CCB; or

(ii) the validity or enforceability of this CCB or of the Lender’s rights and remedies under the terms of this instrument.

“Liens” mean any mortgage, pledge, assignment, deposit agreement, security interest, lien, charge, encumbrance, preference, priority or other guarantee agreements or preference agreements of any kind or nature, on assets or revenues or related thereto or any other agreement having the practical effect of creating a security interest.

“Permitted Liens” mean:

(i) Liens maintained in the normal course of businesses;

(ii) Liens demanded by act of law or regulation or any Government Authority, including, but not limited to, Liens required to guarantee an award (in compliance with Paragraph (ix) of Article 12.1 above):

(iii) Liens existing on August 26, 2005 and notified and approved by the Lender;

(iv) any Lien on any asset acquired by a member of the Restricted Group and/or by the TB Group after August 26, 2005, if this lien has not been created as a result of the acquisition of that asset by a member of the Restricted Group and/or the TB Group and this Lien is withdrawn or released within three months as from the date of acquisition of this asset;

(v) Existing Liens on any asset of any Person at the moment this Person becomes a Subsidiary and which have not been created as a result of this event; any Lien existing on any asset of any company, which becomes a member of the Restricted Group and/or the TB Group after August 26, 2005, when this Lien is created before the date on which the company becomes a member of the Restricted Group and/or the TB Group, if this Lien has not been created as a result of the acquisition of that asset by a member of the Restricted Group and/or the TB Group and this Lien is withdrawn or released within three months as from the date of acquisition of this asset;

(vi) Liens related to any loan existing of Maxitel S.A. or XXX Sul S.A. grated or arranged by BNDES; or

(vii) Any other Lien guaranteeing Loans at a total amount not greater than R$1,400,000,000.00 related to (a) loans granted or arranged by BNDES, obtained by the Issuer, and (b) any securitization operation involving receivables originated by a member of the Restricted Group.

“Taxes” mean any and all present or future taxes, contributions, tax levy, fees, deductions, charges or withholdings of any nature referring to any payment set forth herein and other related liabilities required by any Brazilian Government Authority or any of its political subdivisions, excluding taxes required and calculated referring to the net value effectively received or to be received by the Lender.

14. Should an Obligor fail to pay any amount payable thereby, under the terms of this instrument, when due (either on the established maturity date, or by means of acceleration, or otherwise), 1% interest rate per month shall incur, besides interest incurring in accordance with Article 5 above, during the period started on the due date and ended on the date on which the obligation to pay such non-paid amount is suspended.

15. The Lender may assign, in whole or in part, this CCB and the credit rights established herein, pursuant to Article 18 of the Facility Agreement.

16. This CCB may, at the exclusive discretion of Lender, be registered at CETIP, in this case its assignment or transfer shall be exclusively carried out by electronic means at CETIP’s National Asset System - NAS or in any other system replacing it, and the Lender shall remain as the custody institution of this CCB, responsible for its physical custody. The Lender may appoint another institution as CCB depositary, which shall be exclusively responsible for its physical custody.

17. In the event of non-compliance with this CCB, this CCB may be removed from NAS, and the custodian shall deliver the CCB to the Lender for the appropriate measures, observing the Article 14 of the Facility Agreement.

18. The non-exercise by Lender of its rights provided for herein, as well as any waiver in relation to any delay in the compliance with the Issuer’s and/or Guarantor’s obligations established herein shall neither be interpreted as renewal of any clause hereof and nor prevent the Lender of exercising its rights at any moment, observing the Article 14 of the Facility Agreement.

19. For the purposes of Resolution 2,724, dated May 31, 2000, each of the Obligors by means of this instrument authorizes the Lender, on an irrevocable and irreversible basis, during the term of this CCB: (i) to provide all the information related to the operation contemplated herein to the Credit Risk Center of the Brazilian Central Bank and (ii) to consult the information referring to such Obligor contained therein.

20. This CCB is issued in two counterparts and only the Lender’s counterpart shall be negotiable.

21. The parties submit on an irrevocable basis to the jurisdiction of the courts located in the city and state of São Paulo to solve any disputes or controversies related or derived from this CCB.

(Local), (Date)

Issued by

XXX CELULAR S.A.

Name:				Name:
Title:				Title:

“Aval” Guarantee from

XXX BRASIL SERVIÇOS E PARTICIPAÇÕES S.A.

Name:				Name:
Title:				Title:

EXHIBIT 3

FORM OF ASSIGNMENT AND ACCEPTANCE

Reference is made to the Master Term Loan Credit Facility Agreement dated August 26, 2005, entered into by and among XXX Celular S.A. (the “Borrower”), XXX Brasil Serviços e Participações S.A. (the “Guarantor” and, together with the Borrower, the “Obligors”), HSBC Bank Brasil S.A. – Banco Múltiplo (the “Administrative Agent”), HSBC Bank plc and the Lenders party thereto (as amended, supplemented or otherwise modified from time to time, the “Facility Agreement”) and to the Cédulas de Crédito Bancário issued by the Borrower to [Insert Name of the Assignor] on [·] and [·] (the “CCBs” and, together with the Facility Agreement, the “Finance Documents”).

Except as otherwise expressly provided herein, capitalized terms used herein shall have the meanings assigned to such terms in the Facility Agreement.

[Insert Name and Qualification of the Assignor] (the “Assignor”) and [Insert Name and Qualification of the Assignee] (the “Assignee”) hereby agrees as follows:

1. The Assignor hereby sells and assigns, without recourse except as to the representations and warranties made by it herein, to the Assignee, and the Assignee hereby purchases and assumes from the Assignor, an interest in and to the Assignor’s rights and obligations under the Finance Documents as of the date hereof equal to the percentage interest specified on Schedule 1 hereto of all outstanding rights and obligations under the Finance Documents. After giving effect to such sale and assignment, the Assignee’s Commitments under the Facilities and the amount of the Disbursements owing by the Borrower to the Assignee will be as set forth on Schedule 1 hereto.

2. The Assignor (i) represents and warrants that its name set forth above is its legal name, that it is the legal and beneficial owner of the interest or

interests being assigned by it hereunder and that such interest or interests are free and clear of any adverse claim; (ii) makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with any Finance Document or the execution, legality, validity, enforceability, genuineness, sufficiency or value of any Finance Document or any other instrument or document furnished pursuant thereto; (iii) makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Obligors or the observance or performance by any of the Obligors of any of its obligations under any Finance Document or any other instrument or document furnished pursuant thereto; and (iv) attaches the CCBs held by it and requests that the Administrative Agent exchange such CCBs for new CCBs, dated as of the Effective Date (as defined below), payable to the order of the Assignee in an amount equal to the assigned Disbursements assumed by the Assignee pursuant hereto and, as the case may be, new CCBs, dated as of the Effective Date, payable to the order of the Assignor in an amount equal to the Disbursements retained by the Assignor under the Finance Documents, respectively, as specified on Schedule 1 hereto.

3. The Assignee (i) confirms that it has received a copy of the Facility Agreement, together with copies of the financial statements referred to in Item 1.9 of Appendix 3 of the Facility Agreement and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Acceptance; (ii) agrees that it will, independently and without reliance upon the Administrative Agent, the Assignor or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Facility Agreement; (iii) represents and warrants that its name set forth above is its legal name; (iv) irrevocably constitutes and appoints the Administrative Agent to act as its agent under and in connection with the Finance Documents and hereby authorizes the Administrative Agent to exercise such rights, powers, authorities and discretions under the Finance Documents as are delegated to the Administrative Agent by the terms thereof, together with such powers and discretion as are reasonably incidental thereto; and (v) agrees that it will perform in accordance with their terms all of the obligations that by the terms of the Facility Agreement are required to be performed by it as a Lender.

4. Following the execution of this Assignment and Acceptance, it will be delivered to the Administrative Agent for acceptance and recording by the Administrative Agent.

5. Upon such acceptance and recording by the Administrative Agent, the Administrative Agent shall give prompt notice thereof to the Obligors and deliver this Assignment and Acceptance for acknowledgement and consent by the Obligors (such consent not to be unreasonably withheld). The effective date of this Assignment and Acceptance (the “Effective Date”) shall be the date of consent by the Obligors, unless otherwise specified on Schedule 1 hereto (provided that, in this case, the Obligors shall have granted their prior consent). Pursuant to Section 18.3 of the Facility Agreement, no such consent by the Obligors shall be required if an Event of Default has occurred and is continuing under the Facility Agreement, in which case the Effective Date shall be the date of acceptance by the Administrative Agent in accordance with Item 5 above, unless otherwise specified on Schedule 1 hereto (provided that, in this case, the Administrative Agent shall have granted its prior acceptance).

6. Upon such acceptance and recording by the Administrative Agent and consent by the Obligors, as of the Effective Date, (i) the Assignee shall be a party to the Facility Agreement and, to the extent provided in this Assignment and Acceptance, shall have the rights and obligations of a Lender under the Finance Documents and (ii) the Assignor shall, to the extent provided in this assignment and Acceptance, relinquish its rights (other than its rights and obligations under Articles 6, 7, 10, 11 and 16 of the Facility Agreement to the extent any claim thereunder relates to an event arising prior to the Effective Date of this Assignment and Acceptance) and be released from its obligations under the Facility Agreement (and, if this Assignment and Acceptance covers all of the remaining portion of the rights and obligations of the Assignor under the Finance Documents, the Assignor shall cease to be a party thereto).

7. Within ten Business Days after receipt by the Borrower and the Guarantor of this Assignment and Acceptance from the Administrative Agent, each of the Borrower and the Guarantor shall deliver to the Administrative Agent the acknowledgements and consents of this Assignment and Acceptance and execute and deliver the new CCBs as may be required under Item 2 above. The registration with the CETIP of CCBs issued by reason of the assignment hereunder and any related transfer costs shall be borne exclusively by the parties to this Assignment and Acceptance.

8. This Assignment and Acceptance shall be governed and construed in accordance with the Brazilian law.

9. The parties irrevocably submit to the jurisdiction of the courts sitting in the City of São Paulo, State of São Paulo to resolve any disputes or controversies related to or arising from this Assignment and Acceptance.

IN WITNESS WHEREOF, each of the Assignor and Assignee has duly executed this Agreement on the first date specified below.

[Place], [Date]
Assignor
[·]
Name:		Name:
Title:		Title:
Assignee
[·]

Name:		Name:
Title:		Title:

Acknowledged and accepted on                     ,     20      by

HSBC BANK BRASIL S.A. – BANCO MÚLTIPLO

Name:		Name:
Title:		Title:

Acknowledged and agreed on                          , 20      by

XXX CELULAR S.A.

Name:		Name:
Title:		Title:

XXX BRASIL SERVIÇOS E PARTICIPAÇÕES S.A.

Name:		Name:
Title:		Title:

SCHEDULE 1

		Facility A		Facility B
Assignor
Percentage interest assigned		%		%
Commitment assigned		R$		R$
Outstanding principal amount of Disbursements assigned		R$		R$
Principal amount of Outstandings payable to Assignor		R$		R$
		Facility A		Facility B
Assignee
Percentage interest assumed		%		%
Commitment assumed		R$		R$
Outstanding principal amount of Disbursements assumed		R$		R$
Principal amount of Outstandings payable to Assignee		R$		R$

Effective Date (if other than the date of acceptance by Administrative Agent):

                    , 20    .