Exhibit 10.8
INSTRUMENT
OF
AUTHORIZATION
MULTIMEDIA COMMUNICATIONS SERVICE
TNL PCS S.A.
ANATEL
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EXHIBIT I
INSTRUMENT PVST/SPV NO. 014/2006 - ANATEL
INSTRUMENT OF AUTHORIZATION TO RENDER MULTIMEDIA COMMUNICATIONS SERVICE OF
PUBLIC INTEREST, ENTERED INTO BETWEEN AGENCIA NACIONAL DE TELECOMUNICACOES
- ANATEL AND TNL PCS S.A.
By this instrument, AGENCIA NACIONAL DE TELECOMUNICACOES (the National
Telecommunications Agency), hereinafter referred to as ANATEL, a FEDERAL
GOVERNMENT entity, pursuant to Law No. 9472 of July 16, 1997, the General
Telecommunications Law (Lei Geral de Telecomunicacoes - LGT), enrolled in the
National Register of Legal Entities of the Finance Ministry (CNPJ/MF) under No.
02.030.715/0001-12, herein represented by its Deputy President, PLINIO DE AGUIAR
JUNIOR, Brazilian, married, engineer, bearer of identity card RG No.
1.818.065-IFP/RJ and enrolled in the Individual Taxpayers' Register of the
Finance Ministry (CPF/MF) under No. 025.211.057-91, jointly with Board Member
LUIZ ALBERTO DA SILVA, Brazilian, married, attorney, bearer of identity card RG
No. 322.597-SSP/DF and CPF/MF No. 001.265.786-72, on one part, and TNL PCS S.A.,
enrolled in CNPJ/MF under No. 04.164.616/0001-59, represented herein by its
President, LUIZ EDUARDO FALCO PIRES CORREA, Brazilian, married, engineer, bearer
of identity card RG No. 6.056.736-SSP/SP and CPF/MF No. 052.425.988-75, and by
its Regulatory Strategy Director, CARLOS ALBERTO MACEDO CIDADE, Brazilian,
married, attorney, bearer of Identity Card RG No. 16.800-Brazilian Bar
Association, Federal District Chapter (OAB/DF), and CPF/MF No. 323.614.320-72,
hereinafter referred to as AUTHORIZED PARTY, on the other part, enter into this
INSTRUMENT OF AUTHORIZATION, Act No. 54.551, Anatel Proceeding No.
5300.0010659/1994, which shall be governed by the following rules and
conditions:
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SECTION I - AUTHORIZED SERVICES, SERVICE AREA AND AUTHORIZATION AMOUNT
1.1. This Instrument ratifies, pursuant to the foregoing, the authorization
issued to company TNL PCS S.A., identified above, to provide Multimedia
Communications Service of public interest, under a private system, without
exclusivity, hereinafter referred to as SCM.
1.1.1. The SCM is a fixed telecommunications service that allows for the
offering, in both national and international territories, of transmission,
issuance and reception of multimedia information through any means, to
subscribers within a service area.
1.1.1.1. "Subscriber" means any individual or legal entity that has a
contractual bond with the AUTHORIZED PARTY to use the SCM.
1.2. This Instrument does not grant the AUTHORIZED PARTY any exclusivity rights
or prerogatives, or any privileges in the rendering of the SCM.
1.3. The service area established by the Authorization hereunder is the
Brazilian territory and the Authorization is issued for an indeterminate term.
1.4. The Authorization to render the SCM totals the amount of nine thousand
reais (R$9,000.00).
SECTION II - APPLICABLE LAW
2.1. Without prejudice to the other rules set forth under the Brazilian legal
system, Law 9472/97 and the regulations ensuing from it shall govern this
Authorization. The AUTHORIZED PARTY shall comply with the conditions laid down
in the laws, regulations, rules and plans applicable to the service, to wit:
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a) Decree No. 2617 of June 5, 1998;
b) Regulations on Telecommunications Services, approved by Resolution No.
73 of November 25, 1998;
c) Regulations on Determination of Control and Transfer of Control in
Telecommunications Service Companies, approved by Resolution No. 101
of February 4, 1999;
d) Regulations on Multimedia Communications Service, approved by
Resolution No. 272 of August 9, 2001;
e) Precedent No. 006, of January 24, 2002;
f) Regulations on Use of Radio Frequencies Spectrum, approved by
Resolution No. 259 of April 19, 2000;
g) General Interconnection Regulations, approved by Resolution No. 40 of
July 23, 1998; and
h) Regulations on Procedures for Contracting of Services and Acquisition
of Equipment or Materials by Telecommunications Service Providers,
approved by Resolution No. 155 of August 16, 1999;
2.1.1. Other normative instruments applicable to the services being
replaced by the SCM shall remain in effect until they are replaced, pursuant to
article 214 of the General Telecommunications Law - LGT in that they do not
conflict with the SCM Regulations.
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SECTION III - RIGHTS AND CONDITIONS OF THE AUTHORIZED PARTY
3.1. AUTHORIZED PARTY is entitled to freely provide the service established
herein under a private system and in the public interest, and must observe the
rights and conditions established in Sections II and III of Title II of the
Regulations on Telecommunications Services and the regulations specifically
applying to the service.
3.2. AUTHORIZED PARTY is not allowed to condition the rendering of the SCM on
the acquisition of any other service or facility that is offered through it or
its affiliates, controlled parties or controllers, or to condition advantages to
subscribers on the purchase of other applications or additional services to the
SCM, even if through third parties.
3.2.1. AUTHORIZED PARTY may, at its discretion, grant discounts, make
promotions, seasonal reductions, and reductions during low demand periods, among
others, provided it does so in a non-discriminatory way and according to
objective criteria.
3.3. AUTHORIZED PARTY may not prevent the subscriber, by a contract or any other
means, from being served by other telecommunications services or networks.
3.4. AUTHORIZED PARTY shall not carry out transmission, issuance and reception
of any information, which may be typified as rendering of Broadcasting Service
or Pay TV Service, Service of Distribution of Multichannel Multipoint Signals
(MMDS) or Satellite Pay TV and Audio Signal Distribution Service (DTH), and it
shall not provide video and audio signals to subscribers in an unrestricted and
simultaneous fashion, as and on the conditions established in the regulations
applicable to such services.
3.4.1. When providing the SCM, video and audio signals may be carried in a
non-permanent manner, either upon execution of a specific agreement or upon
payment of each event, that is, the transmission of TV Executiva (Executive TV),
video conferences, carriage of signals of programming distributor or producer
companies to providers of Broadcasting Services or Pay TV, MMDS and DTH
services, and transmission of programming between broadcasting stations.
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3.4.2. When providing the SCM, the carried signal cannot be directly and
freely received by the public at large as the Broadcasting Service, and cannot
be distributed simultaneously to the subscribers, such as the Pay TV, MMDS and
DTH services.
3.5. When providing the SCM, it is not permitted to offer services that have the
characteristics of a Switch Fixed Telephone Service to the public at large
(STFC), and especially, telephone traffic cannot be forwarded through the SCM
network, which is simultaneously originated and terminated at the STFC networks.
3.6. AUTHORIZED PARTY shall observe the quality parameters established in both
the regulations and the agreement entered into with subscribers, with respect to
the rendering of the service and operation of the network.
3.7. AUTHORIZED PARTY shall, upon request, provide Anatel with technical and
operational or economic information, particularly those related to the number of
subscribers and the coverage area, as well as to the amounts ascertained by
AUTHORIZED PARTY in connection with the quality parameters, and it shall permit
that Anatel representatives have access to its facilities or documents, upon
request.
3.7.1. Anatel shall treat as confidential, to the extent applicable, the
information provided, pursuant to article 39 of Law No. 9472 of 1997, and
article 64 of Agencia Nacional de Telecomunicacoes Regulations, as approved by
Decree No. 2338 of 1997.
3.8. In contracting the services and acquiring equipment and materials
associated with the service that is the subject matter of this Instrument, the
AUTHORIZED PARTY undertakes to take into consideration independent suppliers'
offers, including the national ones, and to ground its decisions concerning the
several offers presented on compliance with objective criteria as to prices,
delivery conditions, and technical specifications established in applicable
regulations.
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3.8.1. The procedures set out in the Regulations on Procedures for
Contracting of Services and Acquisition of Equipment or Materials by
Telecommunications Service Providers, as approved by Resolution No. 155 of
Anatel, dated August 5, 1999, shall apply to the contracting in point.
3.9. AUTHORIZED PARTY undertakes to pay for the charges arising from the
rendering of SCM, including, among others, the Installation and Operation
Monitoring Fees, the Telecommunications Technological Development Fund, and the
Telecommunications Services Universalization Fund, pursuant to the regulations.
3.10. In the event of adaptation, under the terms of article 68 of the
Regulations on Multimedia Communications Service, the AUTHORIZED PARTY
undertakes to comply with the commitments assumed before its subscribers at a
date preceding the execution of this Instrument, with due regard for the
conditions of the agreements that have been signed and the obligations
established in this Instrument, and in the event of a conflict, whatever is more
favorable to the subscriber shall prevail.
3.10.1. AUTHORIZED PARTY expressly undertakes to maintain the agreement for
rendering of the replaced service for its term of effectiveness.
SECTION IV - RIGHTS AND DUTIES OF SUBSCRIBERS
4.1. SCM subscriber, without prejudice to the provisions set forth under
applicable law, shall be entitled to:
I - access to the service upon contracting with the AUTHORIZED PARTY;
II - non-discriminatory treatment as to access conditions and the fruition of
the service;
III - access to proper information as to the conditions pertaining to provision
of the service, in its various applications, additional contracted facilities
and respective prices;
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IV - the inviolability and secrecy of communications, in compliance with the
constitutional and legal events and conditions regarding breach of
telecommunications confidentiality;
V - prior cognizance of any and all changes made to the conditions for the
providing of the service, which may affect it directly or indirectly;
VI - cancellation or interruption of the service provided, at any time and
without additional charges;
VII - non-suspension of the service without requesting it, except for a debt
directly resulting from its use or for noncompliance with the duties set out in
article 4 of Law 9472 of 1997;
VIII - prior knowledge of the conditions for suspension and interruption of the
service;
IX - observance of its privacy in billing documents and in the use of its
personal data by the AUTHORIZED PARTY;
X - efficient and prompt answer to its complaints by the AUTHORIZED PARTY;
XI - forwarding of complaints or the filing of proceedings against the
AUTHORIZED PARTY before ANATEL or before the consumer protection entities;
XII - redress for the damages caused as a result of the breach of its rights;
XIII - replacement of its access code, should it be the case, pursuant to the
regulations;
XIV - not be obliged or induced to acquire goods or equipment in which the
subscriber is not interested, and not be compelled to submit to any condition,
except for technical matters involving receipt of the service, pursuant to the
regulations;
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XV - have all of the rights relating to the rendering of the services
reestablished as from remedy of the default or upon execution of an agreement
with the AUTHORIZED PARTY, whereupon the information annotated about the default
shall be immediately excluded;
XVI - have its access to the requested facilities or utilities blocked, either
temporarily or permanently, partially or totally;
XVII - continuity of the service for the contractual term; and
XVIII - receipt of billing document specifying the amounts charged.
4.1.1. In the event of adaptation, pursuant to the terms of article 68 of
the Regulations on Multimedia Communications Service, the subscriber, without
prejudice to the other items listed above, shall be entitled to:
I - maintain the replaced service agreement during its term of effectiveness;
II - the option to terminate the replaced service agreement and to contract a
new service.
4.2. The SCM subscriber shall have the following duties, among others:
I - to properly use the service, equipment and telecommunications networks;
II - to preserve the assets of the AUTHORIZED PARTY and those intended for the
public at large;
III - to make payment for the rendering of the service, subject to the
provisions established in the Service Regulations;
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IV - to arrange for an adequate place and the infrastructure required for the
correct installation and operation of the AUTHORIZED PARTY's equipment, as
applicable; and
V - to connect to the AUTHORIZED PARTY's network only the terminals that have
been certified or accepted by Anatel.
SECTION V - ANATEL'S PREROGATIVES
5.1. Anatel may impose conditions to the providing of the SCM, pursuant to
article 128 of the LGT.
5.2. Anatel may order that the AUTHORIZED PARTY stop transmissions immediately
from any telecommunications station that may cause harmful interference to the
regularly installed telecommunications services until said interference has been
eradicated.
5.3 - Anatel may carry out a survey to determine the subscribers' satisfaction
as to the service being provided by the AUTHORIZED PARTY, and disclose the
results of this survey to the community.
SECTION VI - CONDITIONS FOR THE RENDERING OF THE SERVICE
6.1 - AUTHORIZED PARTY shall begin to render the service within 18 months as
from the date of publication of the instrument of authorization for rendering of
the service in the Official Gazette of the Federal Executive - DOU.
6.1.1. The timeframe set out in this clause may be extended only once, for
no more than 12 months, provided that Anatel considers the reasons for such
extension to be relevant.
6.1.2. The timeframe for commencement of the commercial operation of the
service, whenever it depends on a specific radio-electric system, shall start to
run as
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of the date of publication of the instrument of authorization for radio
frequency use, in the DOU.
6.1.3. In the event of a change pursuant to article 68 of the Regulations
on Multimedia Communications Service, the AUTHORIZED PARTY shall comply with the
following rules:
6.1.3.1. The AUTHORIZED PARTY that has already initiated the rendering of
the service may not interrupt it as a result of the change.
6.1.3.2. The AUTHORIZED PARTY that has not initiated the rendering of the
service at the time of publication of its Instrument of Change, shall do so
within the timeframe set out in the Instrument of Authorization for the service
that is being changed.
6.1.3.3. The change shall be made in order to assure, as applicable, the
right to use radio frequency for the remaining term of the former instrument of
authorization, the possibility of extension being maintained.
6.2. The conditions for granting of authorization and coordination of use of
radio frequencies are established in the Regulations on Use of Radio Frequency
Spectrum, approved by Resolution No. 259 of April 19, 2001.
6.3. AUTHORIZED PARTY shall deliver to Anatel, within at most 180 days as of the
instrument of authorization, a summary of the Installation Project, as a
condition for issuance of authorization to install the system.
6.3.1. The Installation Project shall be compatible with the Basic Project
attached hereto.
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6.3.2. The summary of the Installation Project shall be attached to this
Instrument of Authorization, which is deemed to be a supplement to the Basic
Project.
6.3.3. In the event of a change pursuant to article 68 of the Regulations
on Multimedia Communications Service, the AUTHORIZED PARTY shall, within at most
180 days of the date of publication of the Instrument of Change, submit to
Anatel a summary of the Installation Project, as provided for in Exhibit III to
the SCM Regulations.
6.4. AUTHORIZED PARTY, as such, shall not have any vested rights to continue the
conditions in effect on the execution date hereof, and shall observe the new
conditions that may be imposed by law or by regulations to be issued by ANATEL,
within the timeframes established in the regulations.
6.5. AUTHORIZED PARTY, at the time of installation of the station, shall:
I - observe the municipal guidelines and other applicable legal requirements as
to the buildings, towers and antennas, as well as the installation of physical
lines in public areas;
II - assure that the installation of its stations be carried out in accordance
with applicable regulations;
III - achieve consignment of the necessary radio frequency, in case it does not
utilize only confined means or third-party means;
6.6. AUTHORIZED PARTY is responsible, before both the subscriber and Anatel, for
the rendering and execution of the service.
6.6.1. AUTHORIZED PARTY shall be fully responsible for rendering and
performing the service to the subscriber, as well as for the correct functioning
of the service
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support network, even if the latter is owned by third parties; in this case, the
right of recourse shall be assured.
6.6.2. AUTHORIZED PARTY's responsibility before the Agency shall also
include the proper functioning of the support network for the service, including
when such network is owned by third parties.
6.7. The interested parties shall be allowed to use the SCM support networks
when providing value added services (SVA), in a non-discriminatory fashion and
for fair and reasonable prices and conditions.
6.7.1. Anatel shall establish rules to assure the utilization of the SCM
networks to support the rendering of SVA, and shall also regulate the
relationship between the providers of such services and the SCM providers, as
established in article 61, paragraph 2 of Law 9472 of 1997.
6.8. AUTHORIZED PARTY shall be entitled to use networks or network elements
pertaining to other telecommunications service providers of public interest, in
a non-discriminatory fashion and for fair and reasonable prices and conditions.
6.8.1. AUTHORIZED PARTY shall authorize other telecommunications service
providers of public interest to use its networks or elements of such networks,
in a non-discriminatory fashion and for fair and reasonable prices and
conditions.
6.9. The remuneration for the use of networks shall be freely established
between AUTHORIZED PARTY and the other telecommunications service providers of
public interest.
6.10. When rendering the SCM, the utilization of equipment that has not been
certified or accepted by Anatel, provided this is required by the regulations,
shall be prohibited.
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6.11. Without prejudice to other quality parameters that may be defined by
Anatel, the SCM shall have the following quality parameters:
I - the supply of signal carriage, with due regard for the characteristics
established in the regulations;
II - the availability of the service at the contracted levels;
III - the issuance of electromagnetic signals at the levels set out in the
regulations;
IV - the unequivocal, full and reasonably prior disclosure of information to its
subscribers regarding changes in prices and conditions for fruition of the
service;
V - the prompt answer to requests and complaints by the subscribers;
VI - the number of complaints against the AUTHORIZED PARTY; and
VII - the supply of information required to obtain the quality indicators for
the service, facility, as well as economic and financial indicators, so as to
enable an evaluation of the quality of the service rendered.
6.12. The service agreement signed with the subscriber shall observe:
I - the rights and duties of the AUTHORIZED PARTY;
II - the rights and duties of the subscribers;
III - the number of the Subscriber Service Center, as well as the AUTHORIZED
PARTY's web site on the Internet, where the subscriber can find information on
the service, including specifications for connection of telecommunications
terminals to support networks;
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IV - Anatel's address, as well as its library's web site, where people can find
full copies of the service regulations;
V - Anatel's Service Center telephone number; and
VI - the quality parameters for the service, as provided for in item 6.11 of
this Instrument of Authorization.
6.13. AUTHORIZED PARTY shall keep a toll-free 24-hour telephone service center
for its subscribers, seven days a week.
6.14. In case of interruption or deterioration of the service quality, the
AUTHORIZED PARTY shall discount from subscription an amount that is proportional
to the number of hours or a fraction of more than 30 minutes.
6.14.1. The necessity of interruption or deterioration of the service due
to maintenance, network expansion or similar reasons shall be fully informed to
the subscribers to be affected thereby at least one week in advance, and the
respective costs shall be discounted from the subscription at the ratio of 1/30
(one thirtieth) per day or fraction of more than four hours.
6.14.2. The interruption or deterioration of the service for more than
three consecutive days, and which affects more than 10% of the subscribers shall
be informed to Anatel through a notice expounding the reasons that cause such
interruption or deterioration and the actions developed to regularize the
service and to prevent further interruptions.
6.14.3. AUTHORIZED PARTY shall not be required to make a discount if the
interruption or deterioration of the service occurs due to events of force
majeure or acts of God, and it shall be charged with the burden of proof.
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SECTION VII - INTERCONNECTION PROVISIONS
7.1. Interconnection between the SCM support networks and between such networks
and those of other telecommunications services of public interest shall be
mandatory when requested, subject to the provisions of Law 9472 of 1997, and to
the General Interconnection Regulations, approved by Resolution No. 40 of July
23, 1998.
SECTION VIII - COMPLIANCE WITH GENERAL ANTITRUST RULES
8.1. AUTHORIZED PARTY undertakes to render the service authorized herein
strictly in accordance with the antitrust rules, without adversely affecting
free competition, and to not arbitrarily increase profits or abusively exercise
a dominant position on the market.
8.1.1. In the event of a concrete situation or of a complaint based on
abuse of price, imposition of abusive contractual conditions, discriminatory
treatment or practices tended to eliminate competition in an unfair manner,
Anatel, after an analysis and having assured the right to prior and full defense
to the AUTHORIZED PARTY, may determine the adoption of appropriate measures,
without prejudice to the claimant's filing a claim at other competent
governmental agencies.
SECTION IX - FORMS OF PAYMENT FOR THE SERVICE PROVIDED
9.1. AUTHORIZED PARTY shall establish the prices for the rendering of the SCM in
a fair and non-discriminatory fashion, whereas Anatel shall curb any abusive
commercial practices and abusive economic power.
9.2. Pursuant to the Telecommunications Services Regulations, the AUTHORIZED
PARTY shall give priority to the President of the Republic, his registered
representatives, committee and support personnel, as well as to foreign heads of
state during their visits or official trips within the Brazilian territory,
making available, upon remuneration, the means necessary for the proper
communication of such authorities.
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9.3. AUTHORIZED PARTY shall be required to assure the access, free of charge, of
its subscribers to emergency services, pursuant to the regulations.
9.4. AUTHORIZED PARTY shall make available to the authorities and civil defense
agents, in the event of public calamity, all the means, systems and
availabilities that may be requested thereto with a view to giving them support
or helping the affected population, pursuant to the regulations.
SECTION X - TRANSFER
10.1. Transfer of the authorization to render the SCM and of the authorization
to use radio frequency associated thereto shall be conditional on the prior
consent of Anatel, subject to the regulatory requirements.
10.2. The authorization shall only be transferred after three years counted from
the actual start-up of the commercial operation of the service.
10.2.1. In the event of a change pursuant to article 68 of the Regulations
on Multimedia Communications Service, the time of the operation preceding such
change shall be computed for the purposes of item 10.2.
10.3. In order to transfer the SCM authorization, the interested party shall:
I - comply with requirements that are compatible with the service to be
provided, as regards technical qualification, economic and financial
qualification, legal eligibility and tax good standing, presenting the documents
listed on Exhibit I to the Regulations on Multimedia Communications Service;
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II -submit a declaration signed by its legal representative, in which it
undertakes to comply with all the clauses of the instrument of authorization in
effect, subrogating to the rights and obligations of the former authorized
party.
10.4. Transfer of the authorization among controlled and controlling companies
and in the cases resulting from spin-off, to be effected by Anatel at any time,
upon request by the interested parties and in accordance with the provisions in
clause 10.3.
10.5. Transfer of the authorization to render the SCM shall be subject to public
price collection by Anatel.
10.6. Transfer of the AUTHORIZED PARTY's corporate control shall require the
further approval of Anatel, seeking to maintain the conditions of the
authorization or other conditions set out in the regulations. AUTHORIZED PARTY
shall send to Anatel, within 60 days as of the date of registration with the
competent body, an application containing its previous corporate structure, the
transaction carried out, and the structure ensuing from the transaction, in
addition to the documents set forth under the SCM regulations.
10.6.1. The corporate or control changes that require Anatel's approval
shall include, in the legal instrument substantiating them, a clause determining
that such change is conditional on Anatel's approval.
10.7. Transfer of the authorization or corporate control of the AUTHORIZED PARTY
shall not be allowed whenever it impairs competition or puts at risk performance
of the commitments that have been assumed, with due regard for the general
antitrust rules and, especially, article 7 of Law 9472 of 1997.
10.8. Transformation of the corporate type and change of the corporate name of
the AUTHORIZED PARTY and of its direct and indirect partners shall be informed
to Anatel within 20 days after registration of the act with the competent body.
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10.9. The partners' agreements regulating the transfer of quotas and shares, as
well as the exercise of the voting right of the AUTHORIZED PARTY and that of its
direct and indirect partners, shall be forwarded to Anatel within 15 days after
registration with the competent body.
SECTION XI - MONITORING PROVISIONS
11.1. AUTHORIZED PARTY shall be subject to monitoring by Anatel, pursuant to the
legal and regulatory provisions in effect, and upon request, it shall render the
management accounts and permit Anatel's free access to its technical resources
and accounting records.
11.2. AUTHORIZED PARTY may appoint an assignee to accompany Anatel's monitoring
agents during their visits, inspections and activities.
SECTION XII - SANCTIONS
12.1. Noncompliance with the legal and regulatory provisions, as well as with
the conditions or commitments related to the authorization shall subject the
AUTHORIZED PARTY to the sanctions set forth in the regulations, it being assured
the right to full and prior defense.
12.2. Without prejudice to other situations established in the regulations,
serious infraction shall mean:
I - not to begin rendering the service within the period established herein;
II - not to pay for the fees or charges assessed on the service;
III - to offer service with the characteristics of Switch Fixed Telephone
Service intended for the public at large (STFC), especially the forwarding of
telephone traffic through the SCM network simultaneously originated and
terminated at the STFC networks;
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IV - to offer service with the characteristics of Broadcasting Service or Pay TV
Service, Service of Distribution of Multichannel Multipoint Signals (MMDS) or
Satellite Pay TV and Audio Signal Distribution Service (DTH).
SECTION XIII - EXTINGUISHMENT OF THE AUTHORIZATION
13.1 - The Authorization as well as this Instrument of Authorization shall be
extinguished as a result of cessation, forfeiture, decline, waiver or annulment,
pursuant to the provisions of Law 9472 of 1997.
13.2. In the event of loss of conditions that are indispensable for the issuance
or maintenance of the authorization, Anatel may extinguish it by means of an act
of cessation, in which case the interested party shall be assured, during the
administrative proceeding, the right to adversary proceeding and full defense.
13.3. The declaration of extinguishment of the Authorization shall not eliminate
the application of the applicable penalties for any violation committed by the
AUTHORIZED PARTY, according to the provisions set out in the regulations and in
this Instrument of Authorization.
SECTION XIV - EFFECTIVENESS, EFFICIENCY AND JURISDICTION
14.1. This Instrument shall take effect and it shall become efficient as of the
publication of its excerpt in the Official Gazette of the Federal Executive.
14.2. To settle any future disputes relating to this Instrument of
Authorization, the parties shall exert efforts to reach an amicable solution,
and shall only resort to court channels in the event an amicable settlement is
not reached, in which case, the courts of the Judiciary Section of the Federal
Courts in the City of Brasilia, Federal District, shall be elected.
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In Witness Whereof, the parties sign this instrument in three (3) counterparts
of equal form and content, in the presence of the undersigned witnesses, in
order to produce legal and judicial effects.
Brasilia, Federal District, February 22, 2006
ANATEL
(signed)
Plinio de Aguiar Junior
Deputy President
Agencia Nacional de Telecomunicacoes - ANATEL
(signed)
Luiz Alberto da Silva
Board Member
Agencia Nacional de Telecomunicacoes - ANATEL
AUTHORIZED PARTY
(signed)
Luiz Eduardo Falco Pires Correa
Chief Executive Officer
TNL PCS S.A.
(signed)
Carlos Alberto Macedo Cidade
Regulatory Strategy Director
TNL PCS S.A.
WITNESSES
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(signed)
Dirceu Baraviera
ID: 5.380.723-SSP/SP
CPF: 045.512.308-04
(signed)
Wilma Dantas Trindade Mautoni
ID: 3.393.336-7 IFP/RJ
CPF: 387.267.857-49
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