Exhibit 99.1
I hereby certify that the exhibit attached hereto is a fair and accurate
English translation of the Authorization of the Central Bank authorizing the
issuance of the Notes.
By: /s/ Douglas Duran
---------------------------
DOUGLAS DURAN
Attorney-in-fact
Date: February 21, 1997
CENTRAL BANK OF BRAZIL
Fiscalization and Registration of Foreign Capital
PREVIOUS AUTHORIZATION
AUTHORIZATION NO. 10-1-96/00515
Deadline for Entry of the Funds: 12.13.1996
The Central Bank of Brazil, pursuant to the legislation in force, authorizes the
following transaction, as per application submitted on 10.28.1996:
1. DEBTOR:
TEVECAP S.A.
Rua do Rocio, 313, suite 101 (part)
04552-904 - Sao Paulo (SP)
Tel: (011) 821.8711
Fax: (011) 821.8770
Corporate Taxpayer Registration no. 57.574.170/0001-05
Field of Activities: (IBGE classification): 64.20-3
Legal Nature: 41
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2. CREDITOR(S):
CHASE SECURITIES INC. (issuance and placement agent)
New York - United States of America
CHEMICAL TRUST AND BANKING CO. LTD. (JAPAN) (payment agent)
Tokyo, Japan
Legal Nature: 63
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3. GUARANTORS:
TVA SISTEMA DE TELEVISAO S.A.
Sao Paulo (SP)
Corporate Taxpayer Registration no. 71.613.400/0001-10
TVA BRASIL RADIOENLACES LTDA.
Sao Paulo (SP)
Corporate Taxpayer Registration no. 58.884.495/0001-49
Legal Nature: 42
TVA COMMUNICATIONS LTD.
British Virgin Islands
TVA SUL PARTICIPACOES S.A.
Curitiba (PR)
Corporate Taxpayer Registration no. 01.201.577/0001-24
GALAXY BRASIL S.A.
Sao Paulo - SP
Corporate Taxpayer Registrtion no. 00.497.373/0001-10
TELEVISAO SHOW TIME LTDA.
Sao Paulo - SP
General Taxpayer Registration no. 58.535.477/0001-51
COMERCIAL CABO TV SAO PAULO LTDA.
Sao Paulo - SP
General Taxpayer Registration no. 65.791.444/0001-38
TVA PARANA LTDA.
Curitiba (PR)
TVA ALPHA CABO LTDA.
Curitiba (PR)
CCS CAMBORIU CABLE SYSTEM DE TELECOMUNICACOES LTDA.
Balneario Camboriu (SC)
TCC TV A CABO LTDA.
Curitiba (PR)
TV SUL FOZ DO IGUACU LTDA.
Foz do Iguacu (PR)
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4. CHARACTERISTICS OF THE OPERATION:
Cash loan through issuance of Senior Fixed Rate Notes in the international
market under a Public Placement system. Directive no. 2.384, of November 26,
1993. Purpose: working capital
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5. VALUE:
US$300,000,000.00 (three hundred million United States dollars)
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6. INTEREST:
Up to 14.75% per year, incident upon the outstanding balance of principal as
from the date of entry of the funds into the Country.
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7. OTHER CHARGES:
a) Underwriting Commission: up to 3.25% of the value entering into the
country;
b) Premium for the exercise of the Put Option (5 years): up to 1% of the
repaid value;
c) Premium for redemption at final maturity date (8 years): up to 5% of the
repaid value;
d) General Expenses: reasonable expenses, up to the maximum value of
US$700,000.00 (seven hundred thousand United States dollars) for the total
value of the operation (US$300 million) comprising the expenses in Reais
and in foreign currency.
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8. INCOME TAX AND IOF:
A) INCOME TAX:
A.1.- PAYMENT ON FINAL MATURITY DATE (8 YEARS): not applicable
NOTE: the income tax reduction, in the manner set forth in Directive no. 2.661,
of 02.08.1996, will only be effective if at the time of application for
registration of the present transaction the
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applicant submits a Clearing Certificate of Debt issued by the INSS - National
Social Security Institute, proving non-existence of debts to the Social
Security, pursuant to Law no. 8212, of 07.24.1991.
A.2. - SHOULD THE PUT OPTION BE EXERCISED (see item "J" of the field 11. Notes):
by Debtor, incident upon interest and other charges;
B.IOF (Directive MF no. 241, of 10.31.1996): not applicable.
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9. DATE OF ENTRY OF THE FUNDS INTO THE COUNTRY:
Estimated date: November 11, 1996
NOTES:
1) At least five business days prior to the date of entry the above indicated
date shall be confirmed or a new date shall be established, through
correspondence to be sent to fax no. (061) 414.2927, addressed to FIRCE/DIAUT;
2) Should the date not be confirmed or, if confirmed, should the exchange
operation not be carried out, this previous authorization will be automatically
cancelled by SISBACEN;
3) The closing of the exchange operation shall be immediately communicated by
debtor through correspondence to be sent to fax no. (061) 226.3441, to
FIRCE/DIDEX/SUDEM.
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10. PAYMENT CONDITIONS:
10.1 PRINCIPAL
In one single installment, eight years after the date of entry of the funds into
the Country;
Note: see item "J" of item 11. Notes.
10.2 INTEREST:
Semi-annually due;
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10.3 OTHER CHARGES:
a) Underwriting Commission: on the date of entry of the funds into the
country;
b) Premium for the exercise of the Put Option (5 years): together with repaid
principal, due only in the event the put option is exercised in the 60th month
as from the date of admittance of the funds into the Country;
c) Premium for redemption at final maturity date (8 years): together with
repaid principal, due only in the event the put option is exercised in the 96th
month as from the date of admittance of the funds into the Country;
d) General Expenses: after issuance of the Certificate of Registration,
through submission of evidence, in reais, except as to the ones incurred into
abroad and that can only be paid in foreign currency.
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11. NOTES
A. For purposes of entry of the funds into the Country the provision of
Article 2 of Circular Letter no. 2491, of 10.19.1994 is applicable to this
authorization.
B. Nature of the operations: 70.425.
C. Any remittance abroad based on this authorization is prohibited, except as
to the Commission (see item 10. Payment Conditions).
D. This operation shall comply with the following special exchange system;
D.1. Contracting of type 3 - exchange (corresponding to entry of 100% of the
funds);
D.2. Contracting of type 4 - exchange (corresponding to payment of the
Commission);
D.3. Liquidation of the types 3 and 4 of exchange operations shall be made
as follows:
TYPE 03:
Upon effective entry of the funds corresponding to 100% of the nominal
value, with deduction of the Commission;
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TYPE 04:
Without financial transactions for the portion not corresponding to
effective entry of the funds (Commission).
E. Upon lapse of the deadline for entry of the funds this authorization shall
be returned to this Central Bank to be canceled.
F. The credit instruments relating to this loan shall be issued in the same
currency indicated in this authorization.
G. The registration application shall be submitted up to thirty days after
exchange closing. At the time of submission the applicant shall identify the
dates for payment of the installments of the loan (day, month and year) and
shall submit evidence of the date of entry of the funds into the Country.
H. Origin of the funds: new entry.
I. This authorization is granted based on the statements made and documents
presented by the promising agents and issuer, and this Bank reserves the right
of investigation the correctness and truthfulness thereof, based on Article 62
of Decree no. 55.672 of 02.17.1965. Collection or payment, under any title, in
national or foreign currency, of charges that are not expressly approved by the
Central Bank or any inaccuracy in the statement or documents will automatically
cause the cancellation of this authorization.
J. At the end of the fifth year as from the date of entry of the funds into
the Country the put option (acceleration of maturity of principal by creditor)
may be exercised at the maximum price of 100% of face value. In said event, the
bank intervening in the contracting of the exchange shall have the obligation of
sending to the Central Bank of Brazil - FIRCE/DIDEX (Brasilia - DF), together
with the Certificate of Registration, a copy of the DARF proving payment of the
taxes due (see item 8. Income Tax and IOF).
L. This authorization cancels and supersedes prior authorization no. 10-1-
96/00451, of October 14, 1996.
CENTRAL BANK OF BRAZIL - FISCALIZATION AND REGISTRATION OF FOREIGN CAPITAL
Brasilia, November 13, 1996.
Vilma A. de Araujo Olivieri (follows a signature)
Haroldo Sergio Alves Pereira (follows a signature)
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Exchange Operation - Bank - 375 - Place - 5885 - No. 97/000155
Value: US$88,125.00 - Corresponding to R$91,791.00
Income Tax - Receipt - DARF Date: 01.13.1997 Value: R$16,198.41
Nature of the Remittance - Period
Technical Assistance:
Royalties:
Others (Specify) - General Expenses
Place and Date: Sao Paulo, January 13, 1997
Intervening Bank: Bank Fenicia S.A.
Authorized Signature
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Exchange Operation - Bank - 375 - Place - 5885 - No. 97/000467
Value: US$73,125.00 - Corresponding to R$76,269.38
Income Tax - Receipt - DARF Date: 01.27.1997 Value: R$13,459.30
Nature of the Remittance - Period
Technical Assistance:
Royalties:
Others (Specify) - General Expenses
Place and Date: Sao Paulo, January 27, 1997
Intervening Bank: Banco Fenicia S.A.
Authorized Signature
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Exchange Operation - Bank - 375 - Place - 5885 - No. 97/000465
Value: US$95,000.00 - Corresponding to R$99,085.80
Income Tax - Receipt - DARF Date: 01.27.1997 Value: R$17,485.59
Nature of the Remittance - Period
Technical Assistance:
Royalties:
Others (Specify) - General Expenses
Place and Date: Sao Paulo, January 27, 1997
Intervening Bank: Banco Fenicia S.A.
Authorized Signature
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