Exhibit
4.38

     

    BANK
CREDIT NOTE (Compror) No. 301099617

    


    
      	
              CLIENT

              TIM
      CELULAR S.A.

               

            	
              Corporate
      Taxpayer Register

              CNPJ/MF

              04.206.050/0001-80

            
	
              Address:

              Av.
      Giovanni Gronchi No. 7143 – Vila Andrade

            	
              E-mail:

            
	
              City/State

              São
      Paulo – SP

            	
              CEP

              05724-005

            
	
              Branch:

              2271

            	
              Current
      Account No.

              130.002.084

            
	
              LOAN

            


    

    
      	
              Facility
      Value

              JPY
      3.130.290.253.00

            	
              Deadline
      for Contracting the Transactions

              12/20/2007

            
	
              Date
      of Issue

              12/06/2007

            	
              Deadline                                    Due
      Date

              194
      days                                    06/17/2008

            


    

    
      	
              FINANCIAL
      CHARGES

              (   )
      Interest at the fixed rate of __% annum, equivalent to __%month,
      calculated as simple interest, considering a year of 360 consecutive days
      or,

              (X)
      Determined at each disbursement by the Spreadsheet (Attachment
      I)

            
	
              TARIFFS
      AND RATES

              TAC
      – Facility Rate, in the value of without effect, to be paid as follows:
      without effect

            
	
              RELEASE
      OF FUNDS

              Date:
      As described in Attachment I – Disbursement Spreadsheet

              Form
      of payment direct to service provider or to seller of assets by credit in
      their current account of deposit, or by another instrument of payment,
      according to the option performed in the Disbursement Spreadsheet in item
      “Form of Release of funds”

            
	
              PAYMENT
      FLOW

              Principal:
      As described in Attachment – Disbursement Spreadsheet

               

              Financial
      Charges: As described in Attachment I – Disbursement
      Spreadsheet

            
	
              FORM
      OF LIQUIDATION

              [X] Debit in the current
      account held by CLIENT

              [   ]
      DOC/TED in favor of

              [   ]
      Others:

            
	
              GUARANTEES

              without
      effect

            
	
              INTERVENING
      PARTIES GUARANTOR(S)

            
	
              Corporate
      Name/Name

              without
      effect

            	
              Address:

            	
              City/State

            	
              CNPJ/MF
      or CPF/MF

            


    

    


    By this
Bank Credit Note (“Note”), the CLIENT, appointed and identified in the preamble
above (“Preamble”) (“CLIENT”), irrevocably and irreversibly, shall pay to Banco Santander S.A.,
headquartered at Rua Amador Bueno, 474, in the city of São Paulo, State
of São Paulo, enrolled in the CNPJ/MF under No. 90.400.888/0001-42
(“SANTANDER”), or to its order, on the dates, form and place of payment
contemplated in this Note, the debt in cash, established, net and enforceable,
including the value of the principal of the loan and interest, restatements and
other charges and expenses stipulated herein, by the clauses and conditions
below and according to the calculation spreadsheet prepared and issued by
SANTANDER, all as follows:

    


    I
– PURPOSE

    


    1.1.
SANTANDER hereby, pursuant to the terms of this Note, grants to CLIENT a
facility (“Facility”) up to the ceiling value established in the Preamble, by
transfer of external resources captured in Yens, based on Resolution No. 2770 of
the National Monetary Council, for its equivalent in domestic currency, which is
intended exclusively to the cash payment of the suppliers of CLIENT
(manufacturers/representatives/ 

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    distributors/resellers
of goods/service providers, among others), hereinafter referred to as
“Suppliers” (“Operation”).

    


    1.1.1.
This Note does not imply or constitute an obligation of SANTANDER to comply with
the credit requests of CLIENT, which will be analyzed individually by SANTANDER
and will have their compliance subject to, in each opportunity, the analysis of
the operating and economic-financial capacity of CLIENT, financial schedule and
availability of resources of SANTANDER and the limitations imposed at any time
by the Central Bank of Brazil or other competent authorities.

    


    1.2. The
Facility mentioned in the Preamble of this Note may be used, at the discretion
of CLIENT, until the due date stipulated in the Preamble, in compliance with the
provisions of this Note.

    


    II
– CLIENT

    


    2.1.
CLIENT assumes responsibility of the existence of the supporting documents of
the purchases and contracting of services contemplated in the Transactions (bill
of sale, invoice, trade bills or other commercial documents), which may be
effectively performed.

    


    2.2.
CLIENT shall send to SANTANDER, whenever requested, the documents mentioned in
the heading of this clause, within 5 (five) business days, counting from the
respective request, or then in the period which the competent authorities
require, under penalty of answering in the civil and criminal spheres for all of
the losses, damages or sanctions stipulated to SANTANDER, as a result of the
non-delivery of said documents, provided that the guilt of CLIENT is
evidenced.

    


    III
– FINANCIAL CHARGES

    


    3.1. The
Facility value, in use by CLIENT, may not exceed the duration of this Note, the
ceiling value of the Facility set in the Preamble of this
instrument.

    


    3.2. The
financial charges will accrue on the value of the principal financed in foreign
currency, as expressed on the Spreadsheet, and will be calculated from the
disbursement date contemplated in the Spreadsheet, according to Attachment
I.

    3.3. The
Tax on Credit Transactions, Foreign Exchange and Insurance or relative to
Securities and Bond – IOF will be calculated and charged according to the
legislation in force.

    


    IV
– FORMALIZATION AND RELEASE OF THE TRANSACTION

    


    4.1. Each
Transaction will be released directly to the Suppliers, in favor of the
Suppliers indicated by CLIENT, on its account and order, through credit into
current account, DOC, TED, pay order or payment of collection instruments,
pursuant to the terms of the legislation in force, respecting the available
balance of the Credit Facility, open through this Note, by presentation of the
Disbursement Spreadsheet, duly signed by the CLIENT, in the form of the draft
attached to this Note (Attachment I), in which CLIENT will indicate the form
chosen to send the payment instructions to Suppliers, namely: (i) through
manuals instructions or (ii) through instructions by electronic
file.

    


    4.1.1. The
contracting of the Transactions, in the form described in the heading of this
Clause, shall comply with the “deadline for contracting the transactions”
indicated in the Preamble.

    


    4.1.2. If
the CLIENT chooses manual instructions, the Disbursement Spreadsheet shall
further contain: (i) identification of the Suppliers; (ii) data of the bills of
sale or invoices financed; (iii) date and form of payment to the respective
supplier, in compliance with the legislation in force; (iv) value of the
Transaction, which shall correspond to the value of the bills of sale or
invoices plus the tax amount on the Credit Transactions (“IOF”) accruing on the
Transaction; (v) term and form of payment of the Transaction; and (vi) financial
charges agreed.

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    4.1.3. For
purposes of release of each Transaction, there shall be previously agreed by
CLIENT and SANTANDER the value, term, accruing financial charges, and form of
payment of the Transactions, in compliance with the Deadline for Contracting the
Transactions.

    


    4.2. The
instruments used in the Spreadsheets shall be duly formalized and filed by
CLIENT, who will be responsible, moreover, for sending a copy of the documents
necessary to effect the payments on the respective contracting dates of the
transactions and for filing of the original counterparts, as contemplated in
Clause II above.

    


    4.3. The
payments contemplated in this Clause will be made by SANTANDER, in strict
compliance with the data supplied by the CLIENT based on the information set
forth in the Spreadsheets or Electronic Files, SANTANDER not being responsible
for payments made based on incorrect or inaccurate information, provided by
CLIENT.

    


    4.4. In
the event of CLIENT indicating on the Spreadsheet or Electronic Files
Spreadsheets the obligations that are not specific for the acquisition of goods
or contracting of services, CLIENT, provided that SANTANDER agrees and
authorizes to debit from its current account informed in the Preamble of this
Note the taxes that are required by the competent authorities as a result of the
inclusion of commitments in the Transaction not borne by the legislation in
force and/or by the documents presented, and/or eventual liens caused by
inaccurate information supplied by CLIENT.

    


    4.5. If a
certain payment is returned by the receiving entity after the payment has been
made, the bank authentication generated will lose its validity and the returned
value will be credited into the current account held by the CLIENT, indicated in
the preamble of this Note.

    


    4.5.1.
After the payments are made, SANTANDER will not accept orders from the CLIENT
requesting the transfer or reversal of values to any other
accounts.

    


    4.5.2.
CLIENT recognizes and guarantees that the funds eventually credited into the
current account held by it, as contemplated in the heading of this clause, will
continue to be used for financing of goods and services, there being no
de-characterization in any way of the nature of the Transaction declared in this
Note.

    


    4.6. In
the event of the manual instructions conferring payments on Suppliers due
through bank payment slips, the parties establish that such collection slips
shall present CLIENT as “Drawee” and the SUPPLIER as “Assignor” and to be
compulsorily sent physically to SANTANDER for mechanic authentication, no other
form of settlement that is not timely for payment of same being
accepted.

    


    4.7.1. The
spreadsheets containing payment requests sent after the time defined in the
previous item shall not be processed, and SANTANDER shall not be held liable for
the payments not being made.

    


    4.8 If
CLIENT chooses instructions by electronic file, in addition to the terms and
conditions of this Note, each Transaction and still subjects to the terms and
conditions of the Private Agreement for Establishment of Operating Conditions of
Electronic Compror and Other Covenants, which will prevail in the event of
conflict the provisions of these Notes.

    


    4.9.
CLIENT recognizes that only the obligations assumed with the Suppliers may be
contemplated in the Transaction and that it is responsible for all the
information provided to SANTANDER.

    


    4.10. If
by the data of the effective release of the resources, there occurs any legal or
normative modification which may, directly or indirectly, modify any of the
conditions defined herein, such modification will be incorporated into this
Note, regardless of any notification or formal act, SANTANDER being releases
from any liability resulting from the fact.

    


    V
– PAYMENT

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    5.1.
CLIENT will pay to SANTANDER or to its order, for this counterpart of Note,
issued pursuant to the terms of Law No. 10,931/2004 (as altered), all the sums
due contemplated in this Note, including, but not limited to the principal due,
financial charges, expenses, tariffs and rates, which shall be paid in the flow,
as and in the period defined in the Preamble and/or in this Note, as
applicable.

    


    5.1.1. The
eventual payment performed by the CLIENT, by check, credit documents, pay
orders, including, but not limited to the Credit Order Documents – DOC, or any
other mechanisms or instruments of payment available in the market, including
documents cleared by the Center for Clearance of Checks and Other Papers, which
shall be compulsorily of its issued, will only be considered as effectively
liquidated and/or received by SANTANDER when reverted in resourced immediately
available and, by virtue of this, there will be charges for the use of the
resources by CLIENT in this period, which will be equal to the remuneration
charges of this Note.

    


    5.1.2. In
the event of any day of maturity of the principal, financial charges, taxes or
any other sums due contemplated in this Note coinciding with national, municipal
or bank holidays, CLIENT will make the payment on the first following business
day. In this event, the financial charges will accrue until the date of the
effective payment.

    


    5.2. In
the event of the form of liquidation defined in the Preamble being a debit in
current account, the CLIENT hereby authorizes irrevocably and irreversibly
SANTANDER to debit its current account, defined in the Preamble, all of the
values whose payment or reimbursement is due to SANTANDER in the scope or by
effect of this Note.

    


    5.2.1. For
the purposes described in the heading of this Clause, CLIENT undertakes to
maintain in said current account sufficient and immediately available resources
for effecting all the debits resulting from this Note.

    


    5.2.2. On
the value, or portion of the value, to debit for which there are no available
funds in said current account, there shall accrue from the date of maturity of
the obligations of CLIENT, the arrears charges contemplated in this
Note.

    


    VI
– GUARANTEES

    


    6.1. The
constitution of additional guarantees, if it is thus agreed by the parties, will
be formalized by specific document(s) to be established by SANTANDER, or which
shall constitute a full and inseparable part of this Note.

    


    6.2. At
the time of default by CLIENT, the guarantees effectively provided will be
enforceable immediately, regardless of notification, interpellation, summons or
any other legal or extra-judicial formality.

    


    VII
– ENVIRONMENTAL LIABILITY

    


    7.1.
CLIENT declares, irrevocably and irreversibly, that it knows and complies with
all the environmental rules contemplated by the Brazilian legislation and that
the use of values resulting from this Note will not lead to violation of any of
these rules.

    


    7.1.2. The
Parties hereby recognize that CLIENT is subject to comply with the principles of
“Code of Ethics of Tim”, which provide that all the business of CLIENT,
including this Note, will be directed in this respect: (i) to the environment,
including with respect to the disposal of batteries, issue of pollutants,
recycling of waste (ii) to the rules of safety and health in the work locations;
(iii) to honesty and to transparency to their partners, suppliers, contractors,
the market and governmental bodies, (iv) to the interests of society and of
Parties, above the individual interests of their employees, representatives and
services providers, who may not obtain for themselves or for another,
information, opportunities, business, advantages, gifts or benefits using the
name and reputation of the CLIENT or as a result of the exercise of its
activities. The Code of Ethics of TIM is available on the website of TIM
Participações S.A. (www.timpartir.com.br) – Corporate Governance 

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Area; Code
of Ethics) and filed at their headquarters and in all of their establishments,
available for public consultation.

    


    VIII
– EARLY MATURITY

    


    8.1.
SANTANDER will be entitled to consider this Note as having matured early and to
require from CLIENT, regardless of notification, the full payment in one single
installment, of the balance due, resulting from the present instrument,
including with enforceability of the guarantees constituted in the events
contemplated in the law, in the following events:

    


    (a) if
CLIENT incurs any arrears in relation to any obligation which must be complied
by it as a result of this Note;

    


    (b) if
CLIENT inflicts or does not comply, as a whole or in part, with any clause or
condition of this Note and of the corresponding Spreadsheets, which is not
remedied within 10 (ten) days from receipt of the notification to do
so;

    


    (c) if
CLIENT has an instrument of its responsibility or co-obligation for an amount
higher than R$ 20,000,000.00 (twenty million) duly protested or suffers
execution or seizure of assets without explanation in this respect requested by
SANTANDER having been presented by CLIENT within the period designated or, the
explanation being or having been presented, if the same is not considered
satisfactory by SANTANDER.

    


    (d) if
CLIENT has its direct or indirect corporate control transferred to a third party
or is incorporated or there is merger or transfer, whether through split or any
other way, of the operating assets to another entity without SANTANDER, at its
sole discretion, having formally expressed within 5 (five) days counted for the
date of the respective corporate act its decision of not maintaining this Note
in force;

    


    (e) if
CLIENT defaults on its obligations and/or does not liquidate, in the respective
maturity, a debit of its responsibility resulting from other contract, loans or
discounts executed with SANTANDER and/or any companies, directly or indirectly,
associated companies, controlling controlled or companies controlled by
SANTANDER, including abroad and/or if there occurs termination of the respective
documents, by negligence of the CLIENT;

    


    (g) if the
CLIENT and/or any companies of the economic group of CLIENT, including abroad,
become insolvent, have their bankruptcy, judicial or extra-judicial recovery
required.

    


    (h) change
of alteration of the corporate purpose of the CLIENT or any INTERVENING
GUARANTOR, so as to alter the current principal activities of CLIENT or of the
respective INTERVENING GUARANTORS, or to add to these activities new business
that have prevalence or may represent deviations in relation to the currently
developed activities.

    


    IX
– ARREARS

    


    9.1.
CLIENT will legally incur arrears, regardless of notice or notification of any
kind, if it fails to comply with any obligation derived from this Note, in which
case, automatically, it will be obliged to pay the due amount, converted, on the
date of the respective maturity, for its equivalent in domestic currency
(reais), as defined in Clause 2.1. plus cumulatively the following: (i) arrears
interest on the total of the values sold, per day of delay, calculated
exponentially at the rate of 12% (twelve percent) per annum, based on a year of
360 consecutive days; (ii) permanence commission, calculated per day of delay,
according to the variation of the average weighted and agreed rate of the
financing transactions for one day, hedged on federal public instruments and
processed in the Special Liquidation and Custody System (SELIC) or in chambers
of clearing and liquidation of assets, according to committed transactions,
disclosed by the Central Bank of Brazil; and (iii) contractual fine of 2% (two
percent) of the value due, plus arrears interest and permanence commission. From
the arrears of CLIENT, the transaction is released from the external
transaction.

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    9.1.1. The
accretions described in items (i) and (ii) of the heading of this clause will be
calculated and will accrue from the maturity of the obligation until the day of
their effective and full payment to SANTANDER.

    


    9.2. If
SANTANDER has to go to Court because of an eventual default of CLIENT in this
Note, CLIENT will be obliged, also, to pay the legal costs of the proceedings,
and the lawyers’ fees of the lawyers set judicially.

    


    X
– EARLY LIQUIDATION PERIOD

    


    10.1. The
period of the Transactions contracted in the scope of this Note, through
Disbursement Spreadsheets, shall present maturity date equal to or before that
of the Facility indicated in the preamble.

    


    10.1. If
CLIENT is interested in liquidating early, fully or partially, its obligations
resulting from this Note, it may do so provided that they agree, satisfactorily,
to SANTANDER and to CLIENT, the conditions of such liquidation.

    


    10.1.1. It
is previously agreed that in no event shall be due reimbursement of any value
paid early by CLIENT as commission, rate or tariff, even if partially or
proportionally, it being established that the values whose payment is pending
shall be settled early so that the early liquidation operates as
contemplated.

    


    XI
– TAXES, EXPENSES AND OTHER CHARGES

    


    11.1.
There shall be on account of CLIENT, and imputable to it: (i) all taxes present
and future that, according to the laws, are its responsibility: (ii) all
expenses listed and/or resulting from this Note, including, but not limited to
expenses with public registry offices and any other extra-judicial expenses that
SANTANDER has to incur for the collection and/or security of this Note; (iii)
all the tariffs and rates contemplated in the Preamble; and(iv) any other liens
and charges which are borne by SANTANDER related to or resulting from this
Note.

    


    11.1.1.
All the payments due by CLIENT contemplated in this Clause shall be paid by
CLIENT within 10 (ten) business days counted from the issue, by SANTANDER, of
the respective debit notice, which will occur through one of the communication
media contemplated in this Note;

    


    11.2. In
the event of noncompliance with any monetary obligations due by this Note,
CLIENT is obliged to pay the IOF accruing on such transactions, due and not
paid, which will be calculated based on the rate in force applicable to loan
operations, from the due date of the obligation to the date of the effective
payment.

    


    XII
– FINAL PROVISIONS

    


    12.1. All
notices, notifications or communications, which, according to this Note, must be
made in writing, will be considered valid by sending a facsimile, telex or
telegram or through registered mail with confirmation of receipt sent to the
addressed of the parties indicated in the Preamble, or to any other address
subsequently communicated in writing by the addressee to the other
party.

    


    12.2.
CLIENT and the INTERVENING PARTY(IES) undertake to maintain SANTANDER informed
about any change of address, e-mail, telephone and other data relative to its
location. There being no updated information, all the letters sent by SANTANDER
to the address existing in their registrations will, for all legal purposes and
effects, be considered to have been received.

    


    12.3.
CLIENT herewith authorizes SANTANDER to send any information relative hereto by
e-mail to be sent to the address informed in the Preamble.

    


    12.4.
CLIENT and the INTERVENING GUARANTOR(S) recognize herewith, as means of evidence
of the debit and credit resulting from this instrument, the statements,
assessment notices or collection notices issued by SANTANDER, if not contested
within 10 (ten) days, counted from the date of respective issue.

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    12.5.
Tolerance by any of Parties in light of noncompliance by the other Party with
any of the obligations resulting from this Note will not constitute novation, or
event a precedent, which, in some way or for some purpose, releases the parties
to effectuate them, as well as the other obligations resulting from this
Note.

    


    12.6.
Failure to exercise by parties any of the rights guaranteed to them by this Note
and in the Law will not constitute a cause of contractual alteration or novation
and will not harm the exercise of these rights in subsequent times or in a
subsequent and identical occurrence.

    


    12.7.
SANTANDER is expressly authorized to include and consult the information of
CLIENT and of the INTERVENING GUARANTOR(S) with the Central System of Risk
Credit of the Central Bank of Brazil.

    


    12.8. The
parties establish that the information provided and the financial statements
presented by CLIENT may be the purpose of disclosure to the companies belonging
to the same economic conglomerate as SANTANDER.

    


    12.9. This
Note is issued irrevocably and irreversibly, binding the parties and their
eventual successors of any kind.

    


    12.10. To
settle any conflict in connection with the interpretation and/or execution of
this Note, the venue of the Judiciary District of São Paulo, is hereby elected,
to the exclusion of any other, however privileged, and SANTANDER may, further,
choose the venue of any of its branches or of the headquarters or domicile of
the CLIENT or of the INTERVENING GUARANTOR(S).

    


    In witness
whereof, the parties sign this Note in 02 (two) counterparts of equal tenor,
only one of them being negotiable for a single purpose, before the undersigned
witnesses.

    


    São Paulo,
December 6, 2007

     

    
    

     

    
      	
              [signature]                                                                                 

              TIM
      CELULAR S.A. 

            	
              IN
      AGREEMENT

              [signature]

              BANCO SANTANDER
      S.A.

            
	 	 
	INTERVENING GUARANTOR(S) (by
      surety):	Those identified below attend
      hereby asConsenting Intervener(s), pursuant tothe terms of Article 1647 of
      the Civil Code.
	 	 
	
              ______________________________
without
      effect

            	
              ______________________________
without
      effect

            


    

     

     

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

                                                                                       
Attachment
I – Disbursement Spreadsheet

    Part 1. Transaction
Data

    


    
      	
              CLIENT

              TIM
      CELULAR S.A.

            	
              CNPJ/MF

              04.206.050/0001-80

            


    

    
      	
              CLIENT
      Data

            


    

    
      	
              Address

              Av.
      Giovanni Gronchi No 7143

            	
              Neighborhood:

              Vila
      Andrade

            	
              City/State:

              São
      Paulo

            


    

    
      	
              Current Account No.
      130.002.084

            	
              Branch

              2271

            	
              Date
      of Note

              12.06.2007

            	
              Date
      of this spreadsheet

               

            	
              No.
      of this Spreadsheet

            
	
              CHARACTERISTICS
      OF TRANSACTION

            
	
              VALUE

            	
              TERM

            
	
              YEN

            	
              BRL

            	
              Start
      Date

               

            	
              Due
      Date

            
	
              Arrears
      Interest

            	
              Form of remittance of payment
      instructions:

            
	
              Remuneration
      Interest Rate

              ___%
      p.m. _____% p.a.

            	 
      	
              (_)
      manual instructions (fill in Part 2 below)

              (_)
      instructions by electronic file (not fill in Part 2
  below)

            
	
              PAYMENTS
      FLOW

            
	
              I.
      Date(s) of payment of the interest installment(s)

            	
              II.
      Date(s) of payment of the Principal installment(s):

            
	
              1.

              2.

              3.

            	
              1.

              2.

              3.

            


    

    


    Part
2. Instructions for
Manual Payment of Suppliers:

    


    
      	
              Commercial
      Purchases Data

            	
              Form
      of Release of Supplier’s Credit

            
	
              Supplier

            	
              CNPJ/CPF

            	
              NFF

              (Serial
      No.)

            	
              Value
      (BRL)

            	
              TED/DOC

              Collection
Slip

            	
              Bank

            	
              Branch

            	
              Current
      Account

            
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      


    

    


    Hereby:
(i) Banco
Santander S/A, headquartered in the city of São Paulo, state of São
Paulo, at Rua Amador Bueno, 474 – Santo Amaro, CNPJ/MF No. 90.400.888/0001-42,
hereinafter referred to as SANTANDER and (ii) CLIENT, appointed and identified
in the Preamble formalize the Disbursement Request described in this Bank Credit
Note (Compror) No. (“Note”).

    


    The
parties provide that the value of the Transaction stipulated in the Preamble
will be available to Suppliers according to the forms of release stipulated in
this Disbursement Spreadsheet. The Transaction is intended to pay the goods
contemplated in the Bill(s) of Sale described above and/or sent by electronic
file. This Spreadsheet is a full and inseparable part of the Note.

    


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    


    


    


     

    
      	
              ______________________________                                                                

              BANCO
      SANTANDER                                                                

            	
              _________________________________

              TIM
      CELULAR

            
	 	 
	
              Witnesses:

            	 
	 	 
	
               

              _______________________________ 

              Name:                                                                          

              ID
      Card No.

              CPF
      No.

            	
               

              _______________________________ 

              Name:                                                                          

              ID
      Card No.

              CPF
      No.

            


    

     

     

    
 

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    Attachment I – Disbursement
Spreadsheet

      Part 1. Transaction
Data

      


      
        	
                CLIENT

                TIM
      CELULAR S.A.

              	
                CNPJ/MF

                04.206.050/0001-80

              


      

      
        	
                CLIENT
      Data

              


      

      
        	
                Address

                Av.
      Giovanni Gronchi No 7143

              	
                Neighborhood:

                Vila
      Andrade

              	
                City/State:

                São
      Paulo

              


      

      
        	
                Current Account No.
      130.002.084

              	
                Branch

                2271

              	
                Date
      of Note

                
                  <Contract
      date>

                

              	
                Date
      of this spreadsheet

                
                  12/06/2007

                

              	
                No.
      of this Spreadsheet

              
	
                CHARACTERISTICS
      OF TRANSACTION

              
	
                VALUE

              	
                TERM

              
	
                YEN

                
                  1,323,247,805.72

                

              	
                BRL

                
                  21,522,625.56

                

              	
                Start
      Date

                
                  12/06//2007

                

              	
                Due
      Date

                
                  06/03/2008

                

              
	
                Arrears
      Interest

              	
                Form of remittance of payment
      instructions:

              
	
                Remuneration
      Interest Rate

                
                  0.08333
      %p.m. 1%p.a.

                

              	 
      	
                (_)
      manual instructions (fill in Part 2 below)

                (X)
      instructions by electronic file (not fill in Part 2
  below)

              
	
                PAYMENTS
      FLOW

              
	
                I.
      Date(s) of payment of the interest installment(s)

              	
                II.
      Date(s) of payment of the Principal installment(s):

              
	
                
                  06/03/2008

                

              	
                
                  06/03/2008

                

              


      

      

        Part
2. Instructions for
Manual Payment of Suppliers:

        


        
          	
                  Commercial
      Purchases Data

                	
                  Form
      of Release of Supplier’s Credit

                
	
                  Supplier

                	
                  CNPJ/CPF

                	
                  NFF

                  (Serial
      No.)

                	
                  Value
      (BRL)

                	
                  TED/DOC

                  Collection
Slip

                	
                  Bank

                	
                  Branch

                	
                  Current
      Account

                
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      


        

                                                                               

      

    

    


    Hereby:
(i) Banco
Santander S/A, headquartered in the city of São Paulo, state of São
Paulo, at Rua Amador Bueno, 474 – Santo Amaro, CNPJ/MF No. 90.400.888/0001-42,
hereinafter referred to as SANTANDER and (ii) CLIENT, appointed and identified
in the Preamble formalize the Disbursement Request described in this Bank Credit
Note (Compror) No. (“Note”).

    


    The
parties provide that the value of the Transaction stipulated in the Preamble
will be available to Suppliers according to the forms of release stipulated in
this Disbursement Spreadsheet. The Transaction is intended to pay the goods
contemplated in the Bill(s) of Sale described above and/or sent by electronic
file. This Spreadsheet is a full and inseparable part of the Note.

    


    


    
      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      


      


      


      


       

      
        	 	[signature]
	
                ______________________________                                                                

                BANCO
      SANTANDER                                                                

              	
                _________________________________

                TIM
      CELULAR

              
	 	
                Manoel
      Maria Cardoso

                Treasury

              
	
                Witnesses:

              	 
	 	
                [signature]

                Luiz
      Alberto dos Santos

                TIM
      – Finances and Treasury

              
	
                _______________________________ 

                Name:                                                                          

                ID
      Card No.

                CPF
      No.

              	
                _______________________________ 

                Name:                                                                          

                ID
      Card No.

                CPF
      No.

              


      

       

       

      
 

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      



    


    


     

     

    Date:
12/06/2007

    Time: 12:28:55

    


    Private
Instrument of Adhesion to the Financial Risks Protection System –
SPR

    


    Trading
Note No.
95064                                                           Transaction
Date 12/06/2007

    


    
      	
              Institution:

              BANCO
      SANTANDER

              R
      AMADOR BUENO 474

              04752901
      SÃO PAULO – SP

              090.400.888/0001-42

            
	
              Client

              TIM
      CELULAR SA

              AV
      GIOVANNI GRONCHI, 7143 – VILA ANDRADE

              05724-005
      SÃO PAULO-SP

              004.206.050/0001-80

            
	
              Contract
      Specifications

            
	
              Contract
      No.

              121127

            	
              Type:

              CDI
      x

              JPYBRL

            	
              Start Date:

              12/06/2007

            	
              Due Date:

              06/03/2008

            	
              Term:

              180

            	
              Principal:

              21,522,625.56

            	
              Currency:

              BRL

            
	
              Contract
      Rules

            
	
               

              Asset-
      Institution:

              Asset-Client:

            	
              Indexer:

              CDI

              JPYBRL

            	 
      	
              Value of
      Indexer:

              0.00000000

              0.01626500

            	
              Indexer
      %:

              104.50

              100.00

            	
              Rate %
      (p.a.):

              0.0000

              1.0000

            	 
      
	
              Observations:

              Form
      of Financial Liquidation:

              Place of Custody:
      CETIP

              Registration
      No.:

            


    

    


    This
Trading Note is a full and complementary part of the Private Instrument of Adhesion to the Financial Risks Protection System –
SPR, executed by the parties. According to Law No. 10,892/04 and complementary
norms, transactions executed from 10/01/04 will be liquidated in the Investment
Account, with the exceptions stipulated in the law. The JPYBRL indexes refer to
the BRL/JPY VD BACEN (Central Bank of Brazil).

     

    
      


      


       

      
        	 	[signature]
	
                ______________________________                                                                

                BANCO
      SANTANDER                                                                

              	
                _________________________________

                TIM
      CELULAR

              
	 	 
	 	
                Manoel
      Maria Cardoso

                Treasury

              
	
                Witnesses:

              	 
	 	
                [signature]

              
	
              	
                _______________________________ 

                
                  Luiz
      Alberto dos Santos

                  TIM
      – Finances and Treasury

                

              


      

       

       

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Attachment I – Disbursement
Spreadsheet

      Part 1. Transaction
Data

      


      
        	
                CLIENT

                TIM
      CELULAR S.A.

              	
                CNPJ/MF

                04.206.050/0001-80

              


      

      
        	
                CLIENT
      Data

              


      

      
        	
                Address

                Av.
      Giovanni Gronchi No 7143

              	
                Neighborhood:

                Vila
      Andrade

              	
                City/State:

                São
      Paulo

              


      

      
        	
                Current Account No.
      130.002.084

              	
                Branch

                2271

              	
                Date
      of Note

                
                  <Contract
      date>

                

              	
                Date
      of this spreadsheet

                
                  12/13/2007

                

              	
                No.
      of this Spreadsheet


                  06/10/2008

                

              
	
                CHARACTERISTICS
      OF TRANSACTION

              
	
                VALUE

              	
                TERM

              
	
                YEN

                
                  
                    1,591,652.053

                  

                

              	
                BRL

                
                  
                    25,023,953.57

                  

                

              	
                Start
      Date

                
                  12/13//2007

                

              	
                Due
      Date

                
                  
                    06/10/2008

                  

                

              
	
                Arrears
      Interest

              	
                Form of remittance of payment
      instructions:

              
	
                Remuneration
      Interest Rate

                
                  0.08333
      %p.m. 1%p.a.

                

              	 
      	
                (_)
      manual instructions (fill in Part 2 below)

                (X)
      instructions by electronic file (not fill in Part 2
  below)

              
	
                PAYMENTS
      FLOW

              
	
                I.
      Date(s) of payment of the interest installment(s)

              	
                II.
      Date(s) of payment of the Principal installment(s):

              
	
                
                  06/10/2008

                

              	
                
                  06/10/2008

                

              


      

       

    

     

    Part
2. Instructions for
Manual Payment of Suppliers:

     

    
      


      
        	
                Commercial
      Purchases Data

              	
                Form
      of Release of Supplier’s Credit

              
	
                Supplier

              	
                CNPJ/CPF

              	
                NFF

                (Serial
      No.)

              	
                Value
      (BRL)

              	
                TED/DOC

                Collection
Slip

              	
                Bank

              	
                Branch

              	
                Current
      Account

              
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      


      

                                                                             

    

    


    Hereby:
(i) Banco
Santander S/A, headquartered in the city of São Paulo, state of São
Paulo, at Rua Amador Bueno, 474 – Santo Amaro, CNPJ/MF No. 90.400.888/0001-42,
hereinafter referred to as SANTANDER and (ii) CLIENT, appointed and identified
in the Preamble formalize the Disbursement Request described in this Bank Credit
Note (Compror) No. (“Note”).

    


    The
parties provide that the value of the Transaction stipulated in the Preamble
will be available to Suppliers according to the forms of release stipulated in
this Disbursement Spreadsheet. The Transaction is intended to pay the goods
contemplated in the Bill(s) of Sale described above and/or sent by electronic
file. This Spreadsheet is a full and inseparable part of the Note.

    


    


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    
      


       

      
        	 	[signature]
	
                ______________________________                                                                

                BANCO
      SANTANDER                                                                

              	
                _________________________________

                TIM
      CELULAR

              
	 	
                Manoel
      Maria Cardoso

                Treasury

              
	
                Witnesses:

              	 
	 	
                [signature]

                
                  Manuela
      Carra

                  Finance
      Manager

                

              
	
                _______________________________ 

                Name:                                                                          

                ID
      Card No.

                CPF
      No.

              	
                _______________________________ 

                Name:                                                                          

                ID
      Card No.

                CPF
      No.

              


      

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    Date: 12/13/2007

    Time: 13:26:09

    


    Private
Instrument of Adhesion to the Financial Risks Protection System –
SPR

    


    Trading
Note No.
95174                                                           Transaction
Date 12/13/2007

     

    
      
        	
                Institution:

                BANCO
      SANTANDER

                R
      AMADOR BUENO 474

                04752901
      SÃO PAULO –
      SP                                                                                             
      090.400.888/0001-42

              
	
                Client

                TIM
      CELULAR SA

                AV
      GIOVANNI GRONCHI, 7143 – VILA ANDRADE

                05724-005
      SÃO
      PAULO-SP                                                                                               
      004.206.050/0001-80

              
	
                Contract
      Specifications

              
	
                Contract
      No.

                
                  1211518

                

              	
                Type:

                CDI
      x

                JPYBRL

              	
                Start Date:

                12/13/2007

              	
                Due Date:

                06/10/2008

              	
                Term:

                180

              	
                Principal:

                
                  25,023,953.57

                

              	
                Currency:

                BRL

              
	
                Contract
      Rules

              
	
                 

                Asset-
      Institution:

                Asset-Client:

              	
                Indexer:

                CDI

                JPYBRL

              	 
      	
                Value of
      Indexer:

                0.00000000

                
                  0.015722

                

              	
                Indexer
      %:

                104.50

                100.00

              	
                Rate %
      (p.a.):

                0.0000

                1.0000

              	 
      
	
                Observations:

                Form
      of Financial Liquidation:

                Place of Custody:
      CETIP

                Registration
      No.:

              


      

      
 

    

     

    


    This
Trading Note is a full and complementary part of the Private Instrument of
Adhesion to the Financial Risks Protection System – SPR, executed by the
parties. According to Law No. 10,892/04 and complementary norms, transactions
executed from 10/01/04 will be liquidated in the Investment Account, with the
exceptions stipulated in the law.

     

    
      


       

      
        	 	[signature]
	
                ______________________________                                                                

                BANCO
      SANTANDER                                                                

              	
                _________________________________

                TIM
      CELULAR

              
	 	 
	 	
                
                  Manuela
      Carra

                  Finance
      Manager

                

              
	
                Witnesses:

              	 
	 	
                [signature]

              
	
              	
                _______________________________ 

                
                  
                    Manuela
      Carra

                    Finance
      Manager

                  

                

              


      

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    
      Attachment I – Disbursement
Spreadsheet

        Part 1. Transaction
Data

        


        
          	
                  CLIENT

                  TIM
      CELULAR S.A.

                	
                  CNPJ/MF

                  04.206.050/0001-80

                


        

        
          	
                  CLIENT
      Data

                


        

        
          	
                  Address

                  Av.
      Giovanni Gronchi No 7143

                	
                  Neighborhood:

                  Vila
      Andrade

                	
                  City/State:

                  São
      Paulo

                


        

        
          	
                  Current Account No.
      130.002.084

                	
                  Branch

                  2271

                	
                  Date
      of Note

                  
                    <Contract
      date>

                  

                	
                  Date
      of this spreadsheet

                  
                    12/14/2007

                  

                	
                  No.
      of this Spreadsheet


                
	
                  CHARACTERISTICS
      OF TRANSACTION

                
	
                  VALUE

                	
                  TERM

                
	
                  YEN

                  
                    
                      
                        114,990,616.07

                      

                    

                  

                	
                  BRL

                  
                    
                      
                        1,819,841.49

                      

                    

                  

                	
                  Start
      Date

                  
                    12/14//2007

                  

                	
                  Due
      Date

                  
                    
                      06/11/2008

                    

                  

                
	
                  Arrears
      Interest

                	
                  Form of remittance of payment
      instructions:

                
	
                  Remuneration
      Interest Rate

                  
                    0.08333
      %p.m. 1%p.a.

                  

                	 
      	
                  (_)
      manual instructions (fill in Part 2 below)

                  (X)
      instructions by electronic file (not fill in Part 2
  below)

                
	
                  PAYMENTS
      FLOW

                
	
                  I.
      Date(s) of payment of the interest installment(s)

                	
                  II.
      Date(s) of payment of the Principal installment(s):

                
	
                  
                    06/11/2008

                  

                	
                  
                    06/11/2008

                  

                


        

         

      

       

      Part
2. Instructions for
Manual Payment of Suppliers:

       

      
        


        
          	
                  Commercial
      Purchases Data

                	
                  Form
      of Release of Supplier’s Credit

                
	
                  Supplier

                	
                  CNPJ/CPF

                	
                  NFF

                  (Serial
      No.)

                	
                  Value
      (BRL)

                	
                  TED/DOC

                  Collection
Slip

                	
                  Bank

                	
                  Branch

                	
                  Current
      Account

                
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      


        

                                                                               

      

    

     

     

    Hereby:
(i) Banco
Santander S/A, headquartered in the city of São Paulo, state of São
Paulo, at Rua Amador Bueno, 474 – Santo Amaro, CNPJ/MF No. 90.400.888/0001-42,
hereinafter referred to as SANTANDER and (ii) CLIENT, appointed and identified
in the Preamble formalize the Disbursement Request described in this Bank Credit
Note (Compror) No. (“Note”).

    


    The
parties provide that the value of the Transaction stipulated in the Preamble
will be available to Suppliers according to the forms of release stipulated in
this Disbursement Spreadsheet. The Transaction is intended to pay the goods
contemplated in the Bill(s) of Sale described above and/or sent by electronic
file. This Spreadsheet is a full and inseparable part of the Note.

    


    


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      
        


         

        
          	 	[signature]
	
                  ______________________________                                                                

                  BANCO
      SANTANDER                                                                

                	
                  _________________________________

                  TIM
      CELULAR

                
	 	
                  
                    Manuela
      Carra

                    Finance
      Manager

                  

                
	
                  Witnesses:

                	 
	 	
                  [signature]

                  
                    
                      
                        Luiz
      Alberto dos Santos

                        TIM
      – Finances and Treasury

                      

                    

                  

                
	
                  _______________________________ 

                  Name:                                                                          

                  ID
      Card No.

                  CPF
      No.

                	
                  _______________________________ 

                  Name:                                                                          

                  ID
      Card No.

                  CPF
      No.

                


        

         

         

      

    

     

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    Date: 12/17/2007

    Time: 16:18:29

    


    Private
Instrument of Adhesion to the Financial Risks Protection System –
SPR

    


    Trading
Note No.
95187                                                           Transaction
Date 12/14/2007

     

    
      
        
          	
                  Institution:

                  BANCO
      SANTANDER

                  R
      AMADOR BUENO 474

                  04752901
      SÃO PAULO – SP

                  090.400.888/0001-42

                
	
                  Client

                  TIM
      CELULAR SA

                  AV
      GIOVANNI GRONCHI, 7143 – VILA ANDRADE

                  05724-005
      SÃO PAULO-SP

                  004.206.050/0001-80

                
	
                  Contract
      Specifications

                
	
                  Contract
      No.

                  
                    1211519

                  

                	
                  Type:

                  CDI
      x

                  JPYBRL

                	
                  Start Date:

                  12/14/2007

                	
                  Due Date:

                  06/11/2008

                	
                  Term:

                  180

                	
                  Principal:

                  
                    
                      1,819,841.49

                    

                  

                	
                  Currency:

                  BRL

                
	
                  Contract
      Rules

                
	
                   

                  Asset-
      Institution:

                  Asset-Client:

                	
                  Indexer:

                  CDI

                  JPYBRL

                	 
      	
                  Value of
      Indexer:

                  0.00000000

                  
                    
                      0.01582600

                    

                  

                	
                  Indexer
      %:

                  104.50

                  100.00

                	
                  Rate %
      (p.a.):

                  0.0000

                  1.0000

                	 
      
	
                  Observations:

                  Form
      of Financial Liquidation:

                  Place of Custody:
      CETIP

                  Registration
      No.: 07L04859

                


        

        
 

      

    

    This
Trading Note is a full and complementary part of the Private Instrument of
Adhesion to the Financial Risks Protection System – SPR, executed by the
parties. According to Law No. 10,892/04 and complementary norms, transactions
executed from 10/01/04 will be liquidated in the Investment Account, with the
exceptions stipulated in the law. The JPYBRL indexes refer to the BRL/JPY VD
BACEN (Central Bank of Brazil).

     

    
       

      
        
          	 	[signature]
	
                  ______________________________                                                                

                  BANCO
      SANTANDER                                                                

                	
                  _________________________________

                  TIM
      CELULAR

                
	 	 
	 	
                  
                    Manuela
      Carra

                    Finance
      Manager

                  

                
	
                  Witnesses:

                	 
	 	
                  [signature]

                
	
                	
                  _______________________________ 

                  
                    
                      Luiz
      Alberto dos Santos

                      TIM
      – Finances and Treasury

                    

                  

                


        

         

      

    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      
        
          


          
            	
                    CLIENT

                    TIM
      CELULAR S.A.

                  	
                    CNPJ/MF

                    04.206.050/0001-80

                  


          

          
            	
                    CLIENT
      Data

                  


          

          
            	
                    Address

                    Av.
      Giovanni Gronchi No 7143

                  	
                    Neighborhood:

                    Vila
      Andrade

                  	
                    City/State:

                    São
      Paulo

                  


          

          
            	
                    Current Account No.
      130.002.084

                  	
                    Branch

                    2271

                  	
                    Date
      of Note

                    
                      <Contract
      date>

                    

                  	
                    Date
      of this spreadsheet

                    
                      12/17/2007

                    

                  	
                    No.
      of this Spreadsheet


                       

                    

                  
	
                    CHARACTERISTICS
      OF TRANSACTION

                  
	
                    VALUE

                  	
                    TERM

                  
	
                    YEN

                    
                      
                        
                          
                            100,399,777.75

                          

                        

                      

                    

                  	
                    BRL

                    
                      
                        
                          
                            1,590,131.68

                          

                        

                      

                    

                  	
                    Start
      Date

                    
                      12/17//2007

                    

                  	
                    Due
      Date

                    
                      
                        06/16/2008

                      

                    

                  
	
                    Arrears
      Interest

                  	
                    Form of remittance of payment
      instructions:

                  
	
                    Remuneration
      Interest Rate

                    
                      0.08333
      %p.m. 1%p.a.

                    

                  	 
      	
                    (_)
      manual instructions (fill in Part 2 below)

                    (X)
      instructions by electronic file (not fill in Part 2
  below)

                  
	
                    PAYMENTS
      FLOW

                  
	
                    I.
      Date(s) of payment of the interest installment(s)

                  	
                    II.
      Date(s) of payment of the Principal installment(s):

                  
	
                    
                      06/16/2008

                    

                  	
                    
                      06/16/2008

                    

                  


          

           

        

         

        Part
2. Instructions for
Manual Payment of Suppliers:

         

        
          


          
            	
                    Commercial
      Purchases Data

                  	
                    Form
      of Release of Supplier’s Credit

                  
	
                    Supplier

                  	
                    CNPJ/CPF

                  	
                    NFF

                    (Serial
      No.)

                  	
                    Value
      (BRL)

                  	
                    TED/DOC

                    Collection
Slip

                  	
                    Bank

                  	
                    Branch

                  	
                    Current
      Account

                  
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      


          

                                                                                 

        

      

    

     

    Hereby:
(i) Banco
Santander S/A, headquartered in the city of São Paulo, state of São
Paulo, at Rua Amador Bueno, 474 – Santo Amaro, CNPJ/MF No. 90.400.888/0001-42,
hereinafter referred to as SANTANDER and (ii) CLIENT, appointed and identified
in the Preamble formalize the Disbursement Request described in this Bank Credit
Note (Compror) No. (“Note”).

    


    The
parties provide that the value of the Transaction stipulated in the Preamble
will be available to Suppliers according to the forms of release stipulated in
this Disbursement Spreadsheet. The Transaction is intended to pay the goods
contemplated in the Bill(s) of Sale described above and/or sent by electronic
file. This Spreadsheet is a full and inseparable part of the Note.

    


     

    
       

      
        	 	[signature]
	
                ______________________________                                                                

                BANCO
      SANTANDER                                                                

              	
                _________________________________

                TIM
      CELULAR

              
	 	
                
                  Manuela
      Carra

                  Finance
      Manager

                

              


      

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        	
                Witnesses:

              	 
	 	
                [signature]

                
                  
                    
                      Luiz
      Alberto dos Santos

                      TIM
      – Finances and Treasury

                    

                  

                

              
	
                _______________________________ 

                Name:                                                                          

                ID
      Card No.

                CPF
      No.

              	
                _______________________________ 

                Name:                                                                          

                ID
      Card No.

                CPF
      No.

              


      

       

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
 

    Date: 12/17/2007

    Time: 11:51:01

    


    Private
Instrument of Adhesion to the Financial Risks Protection System –
SPR

    


    Trading
Note No.
95233                                                           Transaction
Date 12/17/2007

     

    
      
        
          
            	
                    Institution:

                    BANCO
      SANTANDER

                    R
      AMADOR BUENO 474

                    04752901
      SÃO PAULO – SP

                    090.400.888/0001-42

                  
	
                    Client

                    TIM
      CELULAR SA

                    AV
      GIOVANNI GRONCHI, 7143 – VILA ANDRADE

                    05724-005
      SÃO PAULO-SP

                    004.206.050/0001-80

                  
	
                    Contract
      Specifications

                  
	
                    Contract
      No.

                    
                      
                        1211659

                      

                    

                  	
                    Type:

                    CDI
      x

                    JPYBRL

                  	
                    Start Date:

                    12/17/2007

                  	
                    Due Date:

                    06/16/2008

                  	
                    Term:

                    182

                  	
                    Principal:

                    
                      
                        
                          1,590,131.68

                        

                      

                    

                  	
                    Currency:

                    BRL

                  
	
                    Contract
      Rules

                  
	
                     

                    Asset-
      Institution:

                    Asset-Client:

                  	
                    Indexer:

                    CDI

                    JPYBRL

                  	 
      	
                    Value of
      Indexer:

                    0.00000000

                    
                      
                        
                          0.01583800

                        

                      

                    

                  	
                    Indexer
      %:

                    104.50

                    100.00

                  	
                    Rate %
      (p.a.):

                    0.0000

                    1.0000

                  	 
      
	
                    Observations:

                    Form
      of Financial Liquidation:

                    Place of Custody:
      CETIP

                    Registration
      No.: 

                  


          

          
 

        

      

    

    This
Trading Note is a full and complementary part of the Private Instrument of
Adhesion to the Financial Risks Protection System – SPR, executed by the
parties. According to Law No. 10,892/04 and complementary norms, transactions
executed from 10/01/04 will be liquidated in the Investment Account, with the
exceptions stipulated in the law. The JPYBRL indexes refer to the BRL/JPY VD
BACEN (Central Bank of Brazil).

     

    
       

      
        
          	 	[signature]
	
                  ______________________________                                                                

                  BANCO
      SANTANDER                                                                

                	
                  _________________________________

                  TIM
      CELULAR

                
	 	 
	 	
                  
                    Manuela
      Carra

                    Finance
      Manager

                  

                
	
                  Witnesses:

                	 
	 	
                  [signature]

                
	
                	
                  _______________________________ 

                  
                    
                      Luiz
      Alberto dos Santos

                      TIM
      – Finances and Treasury