Exhibit
4.36

       

       

      SAUS Quadra 6 –
Bloco H – Brasília/DF – CEP
70.070-940

      Tel. (61) 2312-2000 e Fax
(61) 2312-2002

      http://www.anatel.gov.br

       

      
 

      
        AUTHORIZATION
STATEMENT No. 437/2007/SPB-ANATEL

        


        


         

        
          	
                  AUTHORIZATION
      STATEMENT FOR THE PROVISION OF LAND LINE SWITCHED TELEPHONE SERVICES, ON A
      LOCAL BASIS, ENTERED INTO BY AND BETWEEN AGÊNCIA NACIONAL DE
      TELECOMUNICAÇÕES – ANATEL (NATIONAL TELECOMMUNICATIONS
      AGENCY) AND TIM CELULAR S.A.

                


        

         

         

        By this
instrument, on the one side, Agência Nacional de
Telecomunicações, registered with tax authorities under No. CNPJ/MF
02,030,715/0001-12, an entity comprised by the FEDERAL UNION, as mandated by
Federal Law No. 9,472 of July 16th 1997,
hereinafter referred to as Anatel, herein represented by
the Deputy Superintendent for Public Services JOSÉ GONÇALVES NETO, a
Brazilian citizen, married, an engineer, holder of Identity Card No. 73.074 –
SSP/DF, registered with tax authorities under No. CPF/MF 334.854.531-53, and, on
the other side, TIM CELULAR
S.A., registered with tax authorities under No. CNPJ/MF
04.206.050/0001-80, herein represented by its Corporate Manager for Regulatory
Affairs, LEANDRO ENRIQUE LOBO
GUERRA, a Brazilian citizen, married, an engineer, holder o Identity Card
No. 3.055.777-8/PR, registered with tax authorities under No. CPF/MF
680.334.279-49, hereinafter referred to as the AUTHORIZED
PARTY, hereby enter into this AUTHORIZATION STATEMENT,
hereinafter referred to as STATEMENT, which shall be governed by the following
sections and conditions:

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

          
             

            SAUS Quadra 6 –
Bloco H – Brasília/DF – CEP
70.070-940

            Tel. (61) 2312-2000 e Fax
(61) 2312-2002

            http://www.anatel.gov.br

             

             

          

        

        Chapter
I - Purpose

         

        Section
1.1. The purpose of this STATEMENT is establishing the conditions for the
provision of Land line Switched Telephone Services, for use by the public at
large (STFC), to be provided on a private basis and LOCAL basis, within the
Provision Areas corresponding to regions I, II, and III of the General Grants
Plan – PGO, as per an Authorization arising from Act No. 65.152 of May 24th 2007,
as published on the Official Gazette of the Federal Union of May 25th
2007.

        


        Sole
Paragraph – The Purpose of this STATEMENT comprises, where applicable, the
provision of the services in fringe and border areas, as per the terms of the
regulations.

        


        Section
1.2 – Land Line Switched Telephone Services are telecommunications services
that, through the transmission of voice and other signals, are intended for the
communication between determined fixed locations using telephony
processes.

        


        Section
1.3 – The AUTHORIZED PARTY is entitled to implement, expand and operate
branches, networks and switchboard centers necessary for its execution, as well
as to exploit the same on an industrial basis, as per the terms of the
regulations.

        


        Section
1.4 – The AUTHORIZED PARTY undertakes to provide its subscribers, either
directly or through third parties, on a free basis, telephone directories
listing the subscribers of all the providers of said STFC services, within its
Authorized area, subject to the regulations in force.

        


        Section
1.5 – The AUTHORIZED PARTY shall ensure that all requesting parties and users of
the authorized services, within the localities wherein same are provided, are
afforded the installations necessary for the provision of the services, as per
the regulations, which

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

        
           

          SAUS Quadra 6 –
Bloco H – Brasília/DF – CEP
70.070-940

          Tel. (61) 2312-2000 e Fax
(61) 2312-2002

          http://www.anatel.gov.br

           

        

        services
shall be operational within 12 months from the publication of this STATEMENT in
the Official Gazette of the Federal Union.

        


        Section
1.6 – The AUTHORIZED PARTY shall provide the users of the services with free
access to public emergency services established in the regulations.

        


        Chapter
II – Amount Payable for the Authorization

        


        Section
2.1 – The amount payable for the Authorization to provide the STFC within the
Provision Area(s) mentioned in Section 1.1 shall be paid as per the form and
conditions established througha specific act yet to be issued by
Anatel.

        


        Paragraph
1 – The amount payable for the Authorization shall be paid to Fundo de
Fiscalização das Telecomunicações – FISTEL (Telecommunications Supervisory
Fund) , through Bank Invoice(s) issued by Anatel.

        


        Paragraph
2 – The amount paid for the Authorization shall not include the public price
payable for the right to use radio-frequencies.

        


        Chapter
III – Use of Radio-frequencies and

        Conditions
for Provision of the Services

        


        Section
3.1 – The AUTHORIZED PARTY may use, on a payable basis and
as per the terms of the regulations, the radio-frequencies necessary for the
implementation of land line systems of radio-communication that are required for
the Provision of the Service.

        


        Section
3.2 – The right to use the radio-frequencies mentioned on the preceding Section
shall be valid for a period of (20) twenty years, to be computed as of the date
of the grant of

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

        
           

          SAUS Quadra 6 –
Bloco H – Brasília/DF – CEP
70.070-940

          Tel. (61) 2312-2000 e Fax
(61) 2312-2002

          http://www.anatel.gov.br

           

        

        the
authorization to use said radio-frequencies. Said term shall be renewable, once
only, for an equal period, and said renewal shall be granted on a payable
basis.

        


        Section
3.3 – The AUTHORIZED PARTY undertakes to provide the services mentioned on the
Authorization in such a manner as to fully comply with the obligations inherent
to the service provided on a private basis, which obligation shall be applicable
thereon subject to the stipulations contained on this STATEMENT.

        


        Sole
Paragraph – Failure to comply with the obligations concerning the purpose of
this STATEMENT shall render the AUTHORIZED PARTY subject to the application of
the penalties contained herein, the temporary suspension by Anatel or the
extinction of this Authorization, as provided on art. 137 of Law 9.472 of
1997.

        


        Section
3.4 – The AUTHORIZED PARTY shall exploit the service constituting the object of
this Authorization on its own account and risk, within the system of broad and
fair competition established in Law 9.472 of 1997.

        


        Sole
Paragraph – The AUTHORIZED PARTY shall not be entitled to any type of
exclusivity or guaranty of financial economic balance, nor shall it be entitled
to claim a right over the acceptance of new providers of the same service, be it
on a public or private basis.

        


        Section
3.5 – The AUTHORIZED PARTY shall establish a Basic Service Plan, which is to be
uniform and must necessarily be offered to all prospective users within all of
the area where the STFC services are to be provided.

        


        Section
3.6 – The AUTHORIZED PARTY shall establish the prices which shall be charged for
providing the STFC services, defining Service Plans having structures, forms,
criteria and amounts payable which must be reasonable and
non-discriminatory.

        


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

          
             

            SAUS Quadra 6 –
Bloco H – Brasília/DF – CEP
70.070-940

            Tel. (61) 2312-2000 e Fax
(61) 2312-2002

            http://www.anatel.gov.br

          

           

        

        Section
3.7 – The AUTHORIZED PARTY may establish Alternative Services Plans having
structures, criteria and amounts payable different from those of the Basic
Services Plan and which shall constitute an option for existing or prospective
users; no discriminatory treatment shall be allowed.

        


        Section
3.8 – The AUTHORIZED PARTY shall broadly divulge its Services Plans (both the
Basic and the Alternative) with a minimum advance of (2) two days prior to their
commercialization and shall inform Anatel as to their entire content within up
to (5) five business days subsequent to the commercialization of each such
Plan.

        


        Section
3.9 – The AUTHORIZED PARTY shall send to Anatel a copy of Agreements models for
provision of the STFC services within (10) business days subsequent to
commencement of their commercialization.

        


        Chapter
IV – Service Quality Criteria

        


        Section
4.1 – It shall be a prerequisite for this Authorization that the services
provided by the AUTHORIZED PARTY must be of compatible quality, such
compatibility being in the form of suitable conditions of regularity,
efficiency, safety, modernity, generality and courtesy.

        


        Paragraph
One – The regularity shall be characterized by the uninterrupted provision of
the services, with strict observance of the provisions set forth in the rules
issued by Anatel.

        


        Paragraph
Two – The efficiency shall be characterized by securing and preserving the
parameters set forth on this STATEMENT and by servicing users of the service
within the time periods provided for on this STATEMENT.

        


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

          
             

            SAUS Quadra 6 –
Bloco H – Brasília/DF – CEP
70.070-940

            Tel. (61) 2312-2000 e Fax
(61) 2312-2002

            http://www.anatel.gov.br

          

           

        

        Paragraph
Three – Safety in providing the services shall be characterized by the
confidentiality of the data concerning use of the services by its users, and by
the total preservation of the secrecy of the information transmitted within the
ambit of its provision, in compliance with the stipulations of item V of section
8.1.

        


        Paragraph
4 – The modernity shall be characterized by the modernity of the equipment, of
the installations and of the techniques used in providing the services, and by
the use of the technological advancements that definitely bring benefits for the
users, subject to the provisions of this STATEMENT.

        


        Paragraph
5 -  The generality shall be characterized by the non-discriminatory
provision of the services to all and any user, and the AUTHORIZED PARTY hereby
undertakes to provide the services to whoever requests them, at the location
indicated by the requesting party, as provided in Section 1.5 and according to
the regulations in force.

        


        Paragraph
6 – The courtesy shall be characterized by the provision of respectful and
prompt services to all users of the authorized services, as well as by the
observance of the obligation to inform and promptly and politely address all of
those, whether users or not, request information, solutions or otherwise make
any type of request to the AUTHORIZED PARTY, according to the provisions of this
STATEMENT.

        


        Section
4.2 – The AUTHORIZED PARTY shall observe the parameters and indicators of the
General Plan of Quality Goals approved by Resolution No. 341 of June 20th
2003.

        


        Sole
Paragraph – For calculation of the mentioned indicators, consideration shall
only be given to the data concerning the localities having over one hundred
eighty (180) days of commercial operation.

        


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

          
             

            SAUS Quadra 6 –
Bloco H – Brasília/DF – CEP
70.070-940

            Tel. (61) 2312-2000 e Fax
(61) 2312-2002

            http://www.anatel.gov.br

          

           

        

        Section
4.3 – The AUTHORIZED PARTY shall not, in case the provision of services is
interrupted, allege default of obligations by Anatel or the Federal
Union.

        


        Section
4.4 – Provision of the authorized services may only be suspended under the
conditions set forth on the Land Line Switched Telephone Services Regulations
issued by Anatel.

        


        Chapter
V – Numbering Assignment Plan

        


        Section
5.1 – The AUTHORIZED PARTY shall comply with the regulations concerning number
assignment and guarantee to the subscriber of the service the portability of the
access codes.

        


        Paragraph
1 – The costs stemming from the investments necessary to allow the portability
of the access codes shall be shared between the AUTHORIZED PARTY and the
remaining providers of telecommunications services, whether on private or public
regime.

        


        Paragraph
2 – The costs arising from the management of the process of consigning and
occupying the access codes of the Number Assignment Regulations shall be
responsibility of the AUTHORIZED PARTY, as per the terms of the Regulations on
the Management of Numbering Resources, approved throughResolution No. 84 of
December 30th
1998.

        


        Chapter
VI – Charging Users

        


        Section
6.1 – Charge documents issued by the AUTHORIZED PARTY shall be submitted on a
clear and explained manner, they shall be secret and shall provide a breakdown
of the type and the quantity of each of the services provided to the
subscriber.

        


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

          
             

            SAUS Quadra 6 –
Bloco H – Brasília/DF – CEP
70.070-940

            Tel. (61) 2312-2000 e Fax
(61) 2312-2002

            http://www.anatel.gov.br

          

           

        

        Sole
Paragraph – The AUTHORIZED PARTY may include on the collection document –
provided it does so in a clear and explicit manner – the amounts due for other
services provided, as well as those from the provision of other services or
utilities related to the authorized service.

        


        Section
6.2 – The AUTHORIZED PARTY shall offer a discount to subscribers affected by
occasional discontinuities on the provision of the services, as long as not
caused by the subscriber, which discounts shall be proportional to the period
during which discontinuity occurred, as provided on the
regulations.

        


        Chapter
VII – Rights and Guarantees of Users

        and
Other Service Providers

        


        Section
7.1 – Subject to the rules and parameters set forth on this STATEMENT, the
following shall constitute rights of the users of the services governed by this
Authorization:

        


        I – access
to the service and its use within the quality, regularity and efficiency
standards provided for on this STATEMENT and on the regulations in
force;

        


        II – the
possibility to request the suspension or the interruption of the
services;

        


        III –
non-discriminatory treatment as to the conditions to access and enjoyment of the
services;

        


        IV –
securing adequate information as to the conditions in which the services are
provided and as to the prices charged therefore;

        


        V –
communication inviolability and confidentiality, subject to the constitutional
and legal cases and conditions where such confidentiality in telecommunications
may be disregarded;

        


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

          
             

            SAUS Quadra 6 –
Bloco H – Brasília/DF – CEP
70.070-940

            Tel. (61) 2312-2000 e Fax
(61) 2312-2002

            http://www.anatel.gov.br

          

           

        

        VI
–obtaining the secrecy as to their respective access code, on a free basis,
through a request submitted to the user service terminals offered by the
AUTHORIZED PARTY;

        


        VII – non
suspension of the services provided to the subscriber, if not requested by the
subscriber, except for the cases where same has failed to pay amounts owing for
use of said services or where subscriber has failed to comply with the
obligations set forth on art. 4 of Law 9.472 of 1997;

        


        VIII –
previous knowledge of all and any change on conditions for providing the
services, which directly or indirectly affect subscriber;

        


        IX –
privacy of collection documents and privacy as to subscriber’s personal data as
used by the AUTHORIZED PARTY;

        


        X –
efficient and prompt response of the AUTHORIZED PARTY to all complaints
submitted by subscriber;

        


        


        XI –
having all complaints and other reports filed against the AUTHORIZED PARTY
forwarded to Anatel and other consumer defense bodies;

        


        XII –
redress of wrongs caused by violation of subscriber’s rights;

        


        XIII –
having all terms of the subscription agreement entered into for engaging the
telecommunications services duly observed by the AUTHORIZED PARTY;

        


        XIV –
freedom to choose any National or International Long Distance Call
operators;

        


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

          
             

            SAUS Quadra 6 –
Bloco H – Brasília/DF – CEP
70.070-940

            Tel. (61) 2312-2000 e Fax
(61) 2312-2002

            http://www.anatel.gov.br

          

           

        

        XV –
respect for the portability of subscriber’s access codes, subject to the
stipulations set forth on the regulations;

        


        XVI – not
to be obliged to consume services or acquire goods or equipment which subscriber
is not interested in, and not to be obliged to submit to certain conditions in
order to receive the services described on this Authorization, as per the terms
of the regulations in force;

        


        XVII –
substitution of their access codes, as per the terms of the regulations in
force;

        


        XVIII –
the capture, by the Provider of the STFC services, on free basis, of all local
calls addressed to the subscriber’s previous access codes, and the provision of
a service informing the subscriber’s new access code, when same changes his/her
service providers, subject to the stipulations set forth on Chapter VIII of the
General Plan of Quality Goals.

        


        Paragraph
1 – The AUTHORIZED PARTY shall observe its duty to strictly respect the secrecy
inherent to telephony services and the confidentiality of data and information
by using all the means and the technology necessary to ensure that this right is
guaranteed to users.

        


        Paragraph
2 – The AUTHORIZED PARTY shall make available the technological resources
necessary to suspend the secrecy of telecommunications, when so directed by
judiciary authorities, in the manner provided by the law.

        


        Section
7.2 – In addition to the rights mentioned in the preceding Section, other
service providers shall have the following rights:

        


        I –
interconnection with the AUTHORIZED PARTY’s network, in non-discriminatory
economic and operational conditions, under technically adequate conditions and
at equal

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

          
             

            SAUS Quadra 6 –
Bloco H – Brasília/DF – CEP
70.070-940

            Tel. (61) 2312-2000 e Fax
(61) 2312-2002

            http://www.anatel.gov.br

          

           

        

        and fair
prices that strictly address the provision of the services, subject to Anatel’s
regulations;

        


        II – to
receive the requested service from the AUTHORIZED PARTY with no discrimination,
at market prices or at prices negotiated by the parties and with the discounts
that apply in view of the costs avoided by large-scale consumption, subject to
the regulations in force; and

        


        III –
obtain the information that the AUTHORIZED PARTY is obliged to have and which is
necessary to provide the services rendered by them, including the information
concerning revenues, except for the information which the AUTHORIZED PARTY has
the right to withhold in view of corporate secrecy, and third parties’
rights.

        


        Paragraph
1 – Disputes between the AUTHORIZED PARTY and other service providers shall be
resolved administratively by Anatel, as per the terms of the regulations in
force.

        


        Paragraph
2 – Anatel shall permanently monitor the relationship between the providers of
the services approved herein and the AUTHORIZED PARTY, and shall deter any
conduct which may translate into losses to any party or which may violate the
economic order and free bidding, duly reporting such conduct, if verified, to
the Administrative Board of Economic Defense (CADE), in the manner provided by
art. 19, item XIX, of Law 9.472 of 1997.

        


        Section
7.3 – Subject to regulations in force, the AUTHORIZED PARTY shall ensure that
any user has the right to enjoy value added services, which are to be provided
under technically adequate conditions and at equal and fair prices; it being
prohibited to the AUTHORIZED PARTY to establish any obstacles or restrictions to
the enjoyment of such services.

        


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

          
             

            SAUS Quadra 6 –
Bloco H – Brasília/DF – CEP
70.070-940

            Tel. (61) 2312-2000 e Fax
(61) 2312-2002

            http://www.anatel.gov.br

          

           

        

        Sole
Paragraph - Value added services shall be understood as any activities that add
to the service object hereof, without mixing with it, new utilities related to
access, storage, presentation, movement or retrieval of
information.

        


        Chapter
VIII – AUTHORIZED PARTY’s Rights,

        Obligations
and Restrictions

        


        Section
8.1 – In addition to the other obligations arising from this STATEMENT, which
are inherent to the provision of the services, it shall be incumbent upon the
AUTHORIZED PARTY:

        


        I – to
provide the services with strict observance of the stipulations set forth in
this STATEMENT, submitting itself totally to Anatel’s regulations;

        


        II – to
install all the equipment and facilities necessary to provide the services
authorized herein, within the specifications mentioned on this
STATEMENT;

        


        III – to
provide Anatel, in the manner and with the frequency stipulated on the
regulations in force, with all the requested data and elements concerning the
subject services;

        


        IV – to
submit itself to Anatel’s supervision, granting Anatel’s agents access to the
facilities comprised by the services and to its accounting records;

        


        V – to
keep separate accounting records, according to each service
provided;

        


        VI – to
keep an adequate customer information and service center;

        


        VII – to
submit a copy of the service related agreements and contracts entered into with
foreign telecommunication service providers;

        


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

          
             

            SAUS Quadra 6 –
Bloco H – Brasília/DF – CEP
70.070-940

            Tel. (61) 2312-2000 e Fax
(61) 2312-2002

            http://www.anatel.gov.br

          

           

        

        VIII – to
disclose, either directly or through third parties, its own subscribers’ access
codes, as well as those of the subscribers of other providers of the STFC
services, in the public or private system, within the authorized area, except
for those of the subscribers who expressly requested not to be
listed;

        


        IX – to
supply a list of its subscribers to whoever wishes to disclose it, within
reasonable time periods and at reasonable prices;

        


        X – to
strictly respect the duty to preserve the secrecy and the confidentiality of
telecommunications, subject to the legal and regulatory provisions;

        


        XI – to
respect subscribers’ privacy with regard to collection documents and all their
personal information;

        


        XII – to
previously submit to Anatel all and any change it intends to make on its bylaws
or articles of incorporation, including those concerning spin-offs, mergers,
transformations, incorporations, and also control transfer or changes in
corporate capital;

        


        XIII – to
guarantee to all other telecommunication service providers an interconnection to
its network, subject to the regulations in force;

        


        XIV – to
respect the rights of all other telecommunication service providers, abstaining
from engaging in any discriminatory conduct or any conduct designed to hamper
their activities;

        


        XV – to
use, where so required by the regulations in force, equipment duly certified and
accepted by Anatel;

        


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

          
             

            SAUS Quadra 6 –
Bloco H – Brasília/DF – CEP
70.070-940

            Tel. (61) 2312-2000 e Fax
(61) 2312-2002

            http://www.anatel.gov.br

          

           

        

        XVI – to
abide by the technical rules and standards in force in Brazil, abstaining form
any discriminatory conduct with regard to the assets and equipment manufactured
in Brazil;

        


        XVII – to
make available to authorities and civil defense agents, in cases of public
calamity, all the means, systems and resources requested therefrom, with a view
to providing them with support or to providing aid to affected
populations;

        


        XVIII – to
service, on a priority basis, the President of the Republic, his protocol
representatives, his entourage and support staff, as well as foreign Chiefs of
State during visits and official trips within the Brazilian territory, making
available the means necessary for the adequate communication of these
authorities, subject to Anatel’s regulations;

        


        XIX – to
pay all inspection and operating fees applicable to its installations, as
provided for by the regulations in force;

        


        XX – to
publish, on an annual basis, regardless of the legal system to which it is
subject, the balance sheet and the financial statements of each fiscal year,
subject to the legislation in force and Anatel’s regulations;

        


        XXI – to
abide to the Brazilian law concerning foreign labor, including those applicable
to high ranking officers;

        


        XXII – to
enforce all agreements and treaties entered into between Brazil and other
countries and international bodies, as per Anatel’s regulations;

        


        XXIII – to
submit, with the regularity stipulated by Anatel, a list of all shareholders
who, either individually or in group, hold an interest equal to or greater than
(5%) five percent of its voting capital; 

        


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

          
             

            SAUS Quadra 6 –
Bloco H – Brasília/DF – CEP
70.070-940

            Tel. (61) 2312-2000 e Fax
(61) 2312-2002

            http://www.anatel.gov.br

          

           

        

        XXIV – to
provide Anatel with technical, operational, economic-financial, corporate and
accounting information, or other types of data it might be asked to submit;
and

        


        XXV – to
inform Anatel, with a minimum antecedence of (60) sixty days, computed as of the
date on which its operations commence, a list of the cities and the respective
quantity of accesses to be offered, within the Area(s) where the services are to
be provided.

        


        Sole
Paragraph – The AUTHORIZED PARTY, its affiliates, controlled entities and parent
companies, may not condition the services to joint consumption (oferta casada) of any other
service, nor offer advantages to users as a result of their engaging services
additional to those mentioned on this STATEMENT, even when said additional
services are provided by third parties.

        


        Clause 8.2
– Without prejudice to the other provisions contained on this STATEMENT and to
the guarantees ensured by law, the AUTHORIZED PARTY shall have the following
rights:

        


        I – to
provide its services within its corporate strategy, freely defining its
investments, yet duly respecting Anatel’s regulations and the stipulations on
this STATEMENT;

        


        II – to
waive its right to provide the authorized services, as set forth on art. 142 of
Law 9.472 of 1997, provided that it expressly indicates so to Anatel and to all
of its users, with a minimum precedence of six (6) months;

        


        III –
appoint a representative to follow up on Anatel’s inspections;

        


        IV – to
discontinue the provision of services, as provided for in section 4.4 of this
STATEMENT, or not to accept a request for services made by subscribers who are
listed as subscribers who have defaulted on their payments.

        


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

          
             

            SAUS Quadra 6 –
Bloco H – Brasília/DF – CEP
70.070-940

            Tel. (61) 2312-2000 e Fax
(61) 2312-2002

            http://www.anatel.gov.br

          

           

        

        V – to
have access to an interconnection with the other providers of the STFC service,
under non-discriminatory economic and operating conditions, under suitable
technical conditions and at equal and fair prices which strictly address what is
necessary to provide the services, subject to Anatel’s regulations;

        


        VI – to
receive the services requested from the other providers with no discrimination,
at market prices or for prices negotiated between the parties and with the
discounts applicable in light of the costs avoided as a result of large-scale
consumption, subject to the regulations in force;

        


        VII – to
obtain all information necessary to provide the services, as per item VI above,
including that concerning turnover, exempted the right which the other service
providers have to preserve their corporate secrets and save for third party
rights;

        


        VIII –
availability of numbering resources according to the regulations in
force;

        


        IX – to
ask that Anatel preserve the confidentiality of the information gathered during
its inspection or supervisory activities; and

        


        X – to
engage third party services to develop activities which are inherent, accessory
or complementary to the telecommunications services provided, and to implement
joint projects.

        


        Section
8.3 – While this STATEMENT is in force, the AUTHORIZED PARTY shall be solely
responsible for all acts committed by its personnel, agents and contracted staff
during the provision of the STFC services, as well as for the use of its
equipment, facilities or networks; and the Federal Union and Anatel shall be
exempt from complaints and/or the duty to indemnify.

        


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

           

           

        

        Section
8.4 – The AUTHORIZED PARTY shall not oppose to works of public interest,
whatever their nature, whenever it becomes necessary to remove its telephone
installations or networks in order to enable implementation of said works either
directly or indirectly by any governmental body or entity.

        


        Section
8.5 – The AUTHORIZED PARTY shall negotiate directly with each City Hall in the
areas where the services are to be provided, and with the other providers of
public services as well, the conditions for placing the poles and crossbars
(cruzetas) necessary
for raising its aerial lines and cables and, further, the underground pipes and
channels necessary for the passage of cables under streets and public
buildings.

        


        Paragraph
1 – The AUTHORIZED PARTY shall have to contact the persons responsible for the
public or private property over or under which its pipes or channels are to
pass, or even to install the props necessary for placing the same, obtaining
their respective consent or right to use.

        


        Paragraph
2 – The AUTHORIZED PARTY shall also have to negotiate with municipal authorities
the measures necessary to establish the conditions required for overcoming the
interferences on the network which are to be made in order to allow provision of
the services, including those concerning the right to cut down or trim
trees.

        


        Clause 8.6
– As mandated by art. 73 of Law 9.472 of 1997, the AUTHORIZED PARTY may use
poles, pipes, conduits and property belonging to or controlled by other
providers of telecommunication services or other services of public
interest.

        


        Paragraph
1 – Use of the means referred to at the heading of this Section shall be made on
a non-discriminatory basis and at fair and reasonable prices.

        


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

          
             

            SAUS Quadra 6 –
Bloco H – Brasília/DF – CEP
70.070-940

            Tel. (61) 2312-2000 e Fax
(61) 2312-2002

            http://www.anatel.gov.br

          

           

        

        Paragraph
2 – The AUTHORIZED PARTY shall make available to the other providers of
telecommunication services, considered by Anatel to be of public interest, the
means it owns or controls (referred to at the heading of this Section), abiding
by the same conditions set forth on the preceding paragraph.

        


        Paragraph
3 – Whenever the AUTHORIZED PARTY is unable to reach an agreement with the other
providers as to the use of the means mentioned on this Clause, it shall be
incumbent on Anatel to, either on an isolated basis or along with the other
regulatory bodies involved, define the conditions for such use.

        


        Clause 8.7
– While this Authorization is in force, the AUTHORIZED PARTY shall maintain a
user information and service center, operating twenty-four (24) hours a day,
capable of receiving and processing the requests, complaints and claims
forwarded by users either personally or by any means of
communication.

        


        Paragraph
1 – The AUTHORIZED PARTY shall divulge to all users the addresses and access
codes of its user information and service centers, which must necessarily be
mentioned on the Agreements for Provision of STFC Services entered
into.

        


        Paragraph
2 – The AUTHORIZED PARTY must make available and divulge a code that is easy to
access and free, so that users may forward their requests by
telephone.

        


        Paragraph
3 – All requests, complaints and claims forwarded by users, by any means, must
receive a number of order, which shall be informed to the interested party, so
that he/she may follow up on the same.

        


        Paragraph
4 – The user shall be informed by the AUTHORIZED PARTY, within the time periods
stipulated by the General Plan of Quality Goals, as to the steps that have been
taken with regard to his/her request, complaint or claim.

        


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

          
             

            SAUS Quadra 6 –
Bloco H – Brasília/DF – CEP
70.070-940

            Tel. (61) 2312-2000 e Fax
(61) 2312-2002

            http://www.anatel.gov.br

          

           

        

        Paragraph
5 – Should Anatel verify that there is any difficulty for users to access the
user information and service center, Anatel may direct the AUTHORIZED PARTY to
expand the available means of access, under the penalty of considering the
obligation established herein as not met.

        


        Section
8.8 – Upon engaging the services and acquiring the equipment related to the
purpose of this STATEMENT, the AUTHORIZED PARTY undertakes to consider the
offers made by independent suppliers, including Brazilian suppliers, and to base
its decisions (with respect to all offers submitted) on the fulfillment of
objective criteria of price, delivery conditions and technical specifications
established in the pertinent regulations.

        


        Paragraph
1 – In cases where offers are equivalent, the AUTHORIZED PARTY undertakes to use
as a casting vote criterion, a preference for services offered by companies
located in Brazil, equipment and materials manufactured in Brazil and, among
them, those which use Brazilian technology, and the equivalence mentioned in
this Paragraph shall be determined when, on a cumulative basis:

        


        I
-  the Brazilian price is equal to or lower than that of the imported
item, as placed on the national territory, including all applicable
taxes;

        


        II – the
time period necessary for delivery is compatible with the needs of the service;
and

        


        III – the
technical specifications established in the pertinent regulations have been met
and the items have been certified or have certificates accepted by Anatel, when
applicable.

        


        Paragraph
2 – The services mentioned are those related to research and development,
planning, design, physical implantation and installation, operation,
maintenance, supervision and testing of telecommunication systems.

        


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

          
             

            SAUS Quadra 6 –
Bloco H – Brasília/DF – CEP
70.070-940

            Tel. (61) 2312-2000 e Fax
(61) 2312-2002

            http://www.anatel.gov.br

          

           

        

        Section
8.9 – The AUTHORIZED PARTY, its affiliates, controlled entities and parent
companies, or any of its shareholders directly or indirectly having an ownership
interest equal to or greater than (5%) five percent of the AUTHORIZED PARTY’s
voting shares may only own non-voting shares of STFC service provider(s) which
operate within the same Area of Provision of Services and which provide the same
modality of services, up to a maximum limit of (20%) twenty percent of their
share capital.

        


        Chapter
IX –Transfers and Corporate Changes

        


        Section
9.1 –Transfers and corporate changes are subject to the conditions established
on arts. 7, 98, and 136 of Law 9.472 of 1997, and must comply with the
provisions of Resolution No. 101 of February 4th 1999,
in Rule no. 04/98 – Anatel, approved by Resolution No. 76 of December 16th 1998,
in Rule no. 07/99 – Anatel, approved by Resolution No. 195 of December 7th 1999,
and subsequent specific regulations.

        


        Chapter
X – Anatel’s Obligations and Prerogatives

        


        Section
10.1 – In addition to other prerogatives inherent to its function as Regulatory
Body and to the other obligations stemming from this STATEMENT, it shall be
incumbent upon Anatel:

        


        I – to
follow up and supervise the provision of the services with a view to ensuring
that regulations are met;

        


        II – to
regulate the provision of the authorized services;

        


        III – to
apply the sanctions contemplated by regulations and, specifically, on this
STATEMENT;

        


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

          
             

            SAUS Quadra 6 –
Bloco H – Brasília/DF – CEP
70.070-940

            Tel. (61) 2312-2000 e Fax
(61) 2312-2002

            http://www.anatel.gov.br

          

           

        

        IV – to
oversee the good quality of the services; receive, investigate and solve
complaints and claim made by users, advising them (within a maximum term of
ninety (90) days) as to the steps taken with a view to deterring the violation
of their rights;

        


        V – to
declare as extinct the Authorization, in the cases provided for by Law 9.472 of
1997;

        


        VI – to
zeal for the guarantee of interconnection, clarifying any pending matters which
may have arisen between the AUTHORIZED PARTY and the other service
providers;

        


        VII – to
permanently monitor the relationship between the AUTHORIZED PARTY and the other
providers, resolving any possible disputes arisen;

        


        VIII – to
deter those conducts of the AUTHORIZED PARTY which are contrary to free
competition, subject to CADE’s jurisdiction, regulations in force and,
especially, the provisions of section 10.3 in this Chapter;

        


        IX –
exercise inspection activity on the services, as per the provisions of this
STATEMENT; and

        


        X –
collect the fees belonging to FISTEL, adopting the measures stipulated in the
pertinent legislation.

        


        Section
10.2 – Anatel may initiate administrative proceedings with a view to
investigating the lack of veracity or the inconsistency of the conditions
informed by the AUTHORIZED PARTY as to not having ownership interests on other
business entities or as to its violating other prohibitions designed to prevent
economic concentration, whenever there are significant signs of said influence
by the AUTHORIZED PARTY, its affiliates, its controlled

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

          
             

            SAUS Quadra 6 –
Bloco H – Brasília/DF – CEP
70.070-940

            Tel. (61) 2312-2000 e Fax
(61) 2312-2002

            http://www.anatel.gov.br

          

           

        

        entities
or its parent companies on (an)other business entity(ies) which provide the STFC
services and operate in the same Area and provide the same type of service, such
as:

        


        I – the
existence of significant active or passive financing operations, of any form,
between the AUTHORIZED PARTY, its affiliates, controlled entities or parent
companies, and (an)other provider(s) of STFC services;

        


        II – the
granting of real security, personal guarantees, or any other type of guarantees,
by the AUTHORIZED PARTY, its affiliates, its controlled entities or its parent
companies to (an)other provider(s) of STFC services, or vice-versa;

        


        III – the
transfer of assets between the AUTHORIZED PARTY, its affiliates, its controlled
entities or its parent companies, and (an)other provider(s) of the STFC services
in non arms’ length conditions, terms and amounts;

        


        IV – the
existence of transfer of strategic technology between the AUTHORIZED PARTY. its
affiliates, its controlled entities or its parent companies, and (an)other
provider(s) of the STFC services;

        


        V – the
provision of telecommunication and correlate services between the AUTHORIZED
PARTY, its affiliates, its controlled entities or parent companies, and
(an)other provider(s) of the STFC services, in conditions which are more
favorable or privileged, when compared to the other companies which operate in
the market;

        


        VI – the
existence of interconnection agreements between the AUTHORIZED PARTY, its
affiliates, its controlled entities or parent companies, and (an)other
provider(s) of STFC services, which contain more favorable or privileged
conditions, when compared to those offered to the other companies operating in
the market;

        


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

          
             

            SAUS Quadra 6 –
Bloco H – Brasília/DF – CEP
70.070-940

            Tel. (61) 2312-2000 e Fax
(61) 2312-2002

            http://www.anatel.gov.br

          

           

        

        VII – the
existence of agreements for sharing infrastructure, between the AUTHORIZED
PARTY, its affiliates, its controlled entities or parent companies, and (an)
other provider(s) of STFC services in more favorable or privileged conditions,
when compared to those offered to the other companies operating in the
market;

        


        VIII –
shared use of relevant resources, whether material, technological or human by
the AUTHORIZED PARTY, its affiliates, its controlled entities or parent
companies, and (an) other provider(s) of STFC services;

        


        IX – the
existence of any other legal act between the AUTHORIZED PARTY, its affiliates,
its controlled entities or parent companies, and (an)other provider(s) of STFC
services, with a view to transferring shares among them, or granting preference
rights as to the transfer of shares among them;

        


        X – the
joint engagement of goods or services by competitors; and

        


        XI – other
conducts defined in regulations as indicative of economic concentration or of
the use of the power to control between the AUTHORIZED PARTY and (an)other
provider(s) of the STFC services.

        


        Sole
Paragraph – If, upon conclusion of the proceedings mentioned in this section, it
is verified that any of the foregoing situations exists and is in use by the
AUTHORIZED PARTY, the present Authorization may be cancelled as per the terms of
art. 139 of Law 9.472 of 1997.

        


        Section
10.3 – Anatel may also initiate administrative proceedings with a view to
investigating the existence of an infringement of the economic order, as defined
in Law 8.884 of 1994, and, particularly, the existence of conducts which
restrict free competition, upon verifying, among others, any of the following
signs:

        


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

          
             

            SAUS Quadra 6 –
Bloco H – Brasília/DF – CEP
70.070-940

            Tel. (61) 2312-2000 e Fax
(61) 2312-2002

            http://www.anatel.gov.br

          

           

        

        I – Too
long a stability of the participations of competing companies in the
market;

        


        II – A
uniform commercial conduct among competing companies;

        


        III – The
joint engagement of goods and services by competing businesses;

        


        IV – Too
long a stability of the levels or structures of the prices charged for the
services, or a parallel variation of prices;

        


        V – The
standardization of the conditions or terms of offer of the services among the
competing companies;

        


        VI – The
exchange of relevant information among competing businesses, concerning, among
other aspects, their technological, financial or commercial
strategies;

        


        VII –
Stable division of market shares among competitors;

        


        VIII –
Mutual complementation among the expansion plans or projects or the
implementation of networks;

        


        IX –
Discrimination in terms of prices or conditions for the provision of services,
which favor certain companies and are detrimental to the others operating in the
same market;

        


        X – The
purchase, sale, rental, loan or any other form of conveyance, whether temporary
or definitive, of assets having a significant value or a strategic importance
among competing corporations;

        


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

          
             

            SAUS Quadra 6 –
Bloco H – Brasília/DF – CEP
70.070-940

            Tel. (61) 2312-2000 e Fax
(61) 2312-2002

            http://www.anatel.gov.br

          

           

        

        XI – The
joint use of relevant resources, be they material, technological, or human, by
competing companies;

        


        XII – The
existence of interconnection agreements which provide for more favorable or
privileged conditions to given companies, when compared to those offered to the
other companies operating in the same market;

        


        XIII – The
existence of agreements to share infrastructure, which provide for more
favorable or privileged conditions to specific corporations, when compared to
those offered to the other corporations operating in the same
market;

        


        XIV
-  The distortion, manipulation, omission or hampering, by competing
companies, of the information requested by Anatel; and

        


        XV – Other
business practices which the law defines as indicative of
collusion.

        


        Sole
Paragraph – Verification that the AUTHORIZED PARTY is engaged in collusive
conduct or in conduct which is restrictive of free competition may cause, in
addition to the sanctions provided for in this Statement and those applicable by
CADE, the expiration of this AUTHORIZATION.

        


        Chapter
XI – The Authorized Party

        


        Section
11.1 -  The AUTHORIZED PARTY is a business entity incorporated under
the Brazilian law, having its main place of business and management in Brazil,
as per the provisions of Law 9.472 of 1997 and Decree No. 2.617 of June 5th
1998.

        


        Chapter
XII – The Inspection System

        


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

          
             

            SAUS Quadra 6 –
Bloco H – Brasília/DF – CEP
70.070-940

            Tel. (61) 2312-2000 e Fax
(61) 2312-2002

            http://www.anatel.gov.br

          

           

        

        Section
12.1 – Anatel shall be in charge of inspections of all services in order to
ensure that the commitments undertaken herein are duly abided by.

        


        Paragraph
1 – Inspections to be carried out by Anatel shall include inspecting and
following up on the AUTHORIZED PARTY’s activities, equipment, and facilities,
thus requiring free access to all of the AUTHORIZED PARTY’s data and
information, as well as those of third parties.

        


        Paragraph
2 – The information gathered during inspection activities shall be published on
the Library, except for that information which, upon request by the AUTHORIZED
PARTY, is to be regarded as confidential by Anatel.

        


        Paragraph
3 – Information considered confidential as per the preceding paragraph shall
only be used in procedures relating to this STATEMENT, and Anatel and those
appointed by it shall be held liable for any disclosure, whether broad or
restricted, of said information beyond the scope of such use.

        Section
12.2 – The AUTHORIZED PARTY, through the indicated representative may follow up
all and any inspections the Anatel carries out, and shall not hinder or prevent
the inspection services on penalty of being subject to the penalties set forth
in this STATEMENT.

        Chapter
XIII – The Interconnection

        


        Section
13.2 – The AUTHORIZED PARTY is obliged to allow, facilitate, make available and
interconnect to the network it operates the networks of other providers of
telecommunication services, in the public or private system, whenever so
requested by the latter, subject to the regulation in force and, specially, the
General Interconnection Regulations, as approved by Resolution No. 40 of July
23rd
1998.

        


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

          
             

            SAUS Quadra 6 –
Bloco H – Brasília/DF – CEP
70.070-940

            Tel. (61) 2312-2000 e Fax
(61) 2312-2002

            http://www.anatel.gov.br

          

           

        

        Sole
Paragraph – The  availability of interconnection points must be
negotiated directly between the AUTHORIZED PARTY and the providers involved,
subject to the regulations in force.

        


        Section
13.2 – The AUTHORIZED PARTY shall be remunerated for the use of its network
according to the provisions set forth on the Regulations on Remuneration of Use
of Networks Belonging to the Providers of the STFC Service, as approved by
Resolution No. 33 of July 13th
1998.

        


        Section
13.3 – The AUTHORIZED PARTY shall have the same rights and shall abide by the
same interconnection conditions as those applied to the other providers of the
STFC service.

        


        Sole
Paragraph – The AUTHORIZED PARTY shall make available for interconnection the
network elements which have the greater technical desegregation elements
possible, subject to the regulations in force.

        


        Section
13.4 – The AUTHORIZED PARTY shall charge the other telecommunication service
providers (for use of its networks), at the most, the amounts established by
Anatel, subject to the regulation in force.

        


        Chapter
XIV - Sanctions

        


        Section
14.1 – When performing this STATEMENT the AUTHORIZED PARTY shall be subject to
the following sanctions - which shall be applied through grounded decisions
issued by Anatel, and the AUTHORIZED PARTY shall have the right to defend
itself, as per the terms of Anatel’s Charter (Regimento Interno) - without
prejudice to the other penalties provided for by the regulations in
force:

        


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

          
             

            SAUS Quadra 6 –
Bloco H – Brasília/DF – CEP
70.070-940

            Tel. (61) 2312-2000 e Fax
(61) 2312-2002

            http://www.anatel.gov.br

          

           

        

        I – in
case of acts or omissions contrary to the provisions set forth on this STATEMENT
and which may be harmful to free competition in the telecommunications sector: a
fine of up to fifty million Brazilian Reais (R$50,000,000.00);

        


        II - in
case of violation of the provisions set forth on this STATEMENT and which
translate into a refusal to provide the authorized service to any interested
party, as provided for on Section 1.5: a fine of up to fifty million Brazilian
Reais (R$50,000,000.00);

        


        III – in
case of violation of the provisions set forth on this STATEMENT and which
translate into noncompliance with the quality goals and parameters established
for providing the service: a fine of up to forty million Brazilian Reais
(R$40,000,000.00);

        


        IV – in
case of any other act or omission not included in the preceding items and which
translates into a violation of the rights of users, as defined herein, or cause
them any losses: a fine of up to thirty million Brazilian Reais
(R$30,000,000.00);

        


        V – in
case of any act or omission which violates the provisions of Section 8.8 of this
STATEMENT as to the engagement of services or the acquisition of equipment and
materials produced in Brazil: a fine of up to thirty million Brazilian Reais
(R$30,000,000.00);

        


        VI - in
case of any act or omission which prevents or bars Anatel’s inspection
activities, as provided for on this STATEMENT: a fine of up to twenty million
Brazilian Reais (R$20,000,000.00); and

        


        VII – in
case of noncompliance with any obligation expressly contemplated by this
STATEMENT, except with those mentioned on the preceding items: a fine of up to
ten million Brazilian Reais (R$10,000,000.00).

        


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

          
             

            SAUS Quadra 6 –
Bloco H – Brasília/DF – CEP
70.070-940

            Tel. (61) 2312-2000 e Fax
(61) 2312-2002

            http://www.anatel.gov.br

          

           

        

        Paragraph
1 – The infringements mentioned on items I and IV above shall have their gravity
exclusively based on the general criteria provided for on Section 14.2 and shall
be characterized by those of the AUTHORIZED PARTY’s conducts which directly or
indirectly may hurt competition in the sector, more specifically in the form
of:

        


        a)
impeding or hampering the possibility that users elect another authorized
service provider or another provider of long distance national or international
telecommunications services;

        


        b)
refusing to provide interconnections to another provider of telecommunications
services;

        


        c)
impeding or hampering the activity of value added service
providers;

        


        d) making
the availability of the services conditional upon the users’ acquiring services
not contemplated on this STATEMENT or offering them advantages in case they do
so;

        


        e)
providing any telecommunications services for which the AUTHORIZED PARTY has no
authorization issued by Anatel;

        


        f) failure
to maintain quality standards as to the interconnections; and

        


        g)
delaying the delivery of information essential for the activity of the other
providers, especially with regard to user listings.

        


        Paragraph
2 – The infringement mentioned on item III shall be characterized by the failure
to meet the quality parameters defined on the General Plan of Quality Goals and
shall have its gravity defined according to the number of users affected and the
losses caused, and shall be further characterized violations in the form of
either acts committed or omitted,

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

        
           

          SAUS Quadra 6 –
Bloco H – Brasília/DF – CEP
70.070-940

          Tel. (61) 2312-2000 e Fax
(61) 2312-2002

          http://www.anatel.gov.br

           

        

        either
directly or indirectly, of obligations provided for on this STATEMENT which
violate users’ rights, specially:

        


        a)
interruption of the services for a period longer than that established in the
General Plan of Quality Goals;

        


        b) failure
to allocate human and material resources to the operation and maintenance of the
services in a sufficient number to preserve minimum quality
standards;

        


        c)
negligence in modernizing the network, in such a manner as to affect the quality
of the service;

        


        d)
noncompliance with the duty to provide information to users;

        


        e)
violation of the secrecy of telecommunications, other than in legal cases, even
when said violation has been caused by third parties, in the facilities for
which the AUTHORIZED PARTY is responsible;

        


        f)
noncompliance with the duty to provide free telephone directories;

        


        g) failure
to maintain a user information and service center as required in this STATEMENT;
and

        


        h)
charging prices at variance with the rules stipulated on this STATEMENT and on
the regulations in force.

        


        Paragraph
3 – The infringement mentioned on item V shall be characterized when a violation
of the provisions of section 8.8 has been verified and its gravity shall be
defined according to the stipulated in the regulations in force.

        


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

          
             

            SAUS Quadra 6 –
Bloco H – Brasília/DF – CEP
70.070-940

            Tel. (61) 2312-2000 e Fax
(61) 2312-2002

            http://www.anatel.gov.br

          

           

        

        Paragraph
4 – The gravity of the infringement mentioned on item VI above shall be defined
according to the relevance of the inspection activity impeded and shall be
characterized by the violation, in the form of an act committed or omitted,
directly or indirectly, by the AUTHORIZED PARTY or its employees, which impedes
or hampers the inspection activities conducted by Anatel, its employees or
agents, specially in the form of:

        


        a) a
refusal by the AUTHORIZED PARTY to address a request for information made by
Anatel with regard to the authorized service or to the assets affected
thereby;

        


        b) placing
obstacles on the activities of Anatel’s inspection agents;

        


        c) failure
to comply with the publicity obligations stipulated on this STATEMENT or on the
regulations in force; and

        


        d) failure
to submit or untimely submission of any information, datum, report or document
which, in view of the regulations in force or this STATEMENT, should be
submitted to Anatel.

        


        Paragraph
5 – The sanction provided for in item VII shall apply in case of a violation to
the obligations provided for in this STATEMENT and not included in the preceding
Paragraphs.

        


        Paragraph
6 – The sanction provided for in item I shall be applied by Anatel regardless of
the measures the CADE  may adopt.

        


        Paragraph
7 – The failure to pay any of the fines established on this Section within the
deadline stipulated by Anatel shall constitute a grave fault and shall imply the
incidence an additional late payment fine (multa moratoria) equivalent
to point thirty-three per cent

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

        
           

          SAUS Quadra 6 –
Bloco H – Brasília/DF – CEP
70.070-940

          Tel. (61) 2312-2000 e Fax
(61) 2312-2002

          http://www.anatel.gov.br

           

        

        (0.33%) a
day, up to a limit of (10%) ten per cent, plus an additional amount equivalent
to the SELIC reference fee that applies to federal bonds, which shall be applied
to the amount due, considering all of the days of late payment, except where
otherwise provided for by specific regulations.

        


        Section
14.2 – Application of the fines stipulated in this Chapter shall be subject to
the rules contained under Title VI of Book III of Law 9.472 of 1997 and in the
regulations in force.

        


        Paragraph
1 – When defining the gravity of the sanctions and when stipulating the fines,
Anatel shall observe the following circumstances:

        


        I – the
proportionality between the intensity of the penalty and the gravity of the
fault, including the number of users affected;

        


        II – the
damage which the infringement has caused on the service and on
users;

        


        III – the
benefits which the AUTHORIZED PARTY has enjoyed in view of the
infringement;

        


        IV – the
AUTHORIZED PARTY’s market share within the geographic area where the services
are provided;

        


        V – the
AUTHORIZED PARTY’s economic and financial situation, specially its capacity to
generate revenues and its net worth;

        


        VI – the
AUTHORIZED PARTY’s precedents;

        


        VII – the
specific recurrence of the infringement, defined by repetition of the same fault
after already having been warned as to its commission before; and

        


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

          
             

            SAUS Quadra 6 –
Bloco H – Brasília/DF – CEP
70.070-940

            Tel. (61) 2312-2000 e Fax
(61) 2312-2002

            http://www.anatel.gov.br

          

           

        

        VIII – the
general circumstances that either aggravate or attenuate the
infringement.

        


        Paragraph
2 – Regardless of the specific grading criteria established in each of the items
of the preceding Section, and others stipulated in the regulations in force,
grading of the penalties shall observe the following scale:

        


        I – the
infringement shall be considered small when resulting from the AUTHORIZED
PARTY’s involuntary or excusable conducts and from which the AUTHORIZED PARTY
has not benefited;

        


        II – the
infringement shall be considered of medium gravity when resulting from
inexcusable conducts, yet which do not give the AUTHORIZED PARTY any benefit or
profit, nor affect a significant number of users; and

        


        III
-  the infringement shall be considered grave when Anatel verifies
that any of the factors below is present:

        


        a) the
AUTHORIZED PARTY has acted in bad faith;

        


        b) the
AUTHORIZED PARTY has benefited either directly or indirectly from the
infringement;

        


        c) the
AUTHORIZED PARTY has recurred in committing the infringement; and

        


        d) a
significant number of users has been affected.

        


        Paragraph
3 – At Anatel’s discretion, in infringements considered small, when occurring
for the first time, an admonition penalty may be applied to the AUTHORIZED
PARTY,

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

          
             

            SAUS Quadra 6 –
Bloco H – Brasília/DF – CEP
70.070-940

            Tel. (61) 2312-2000 e Fax
(61) 2312-2002

            http://www.anatel.gov.br

          

           

        

        which
admonition shall be formally communicated, without prejudice to its publication
on the Official Gazette.

        


        Paragraph
4 – In applying the sanctions stipulated in this Chapter, the Sanctioning
Procedure of Anatel’s Charter (Regimento Interno) shall be
observed.

        


        Paragraph
5 – In case of the infringements defined in Section 14.1, Anatel may direct the
AUTHORIZED PARTY to deduct from the amount to be paid in the form of a fine the
amounts payable in the form of compensation to all users affected, establishing,
upon the application of the fine, the compensation criteria, the time period
within which it is to be paid, and the maximum amount to be
deducted.

        


        Paragraph
6 – The case mentioned in the foregoing Paragraph may only be adopted when it is
verified that the interests or needs of users shall not eliminate the AUTHORIZED
PARTY’s liability as to other civil indemnity owed.

        


        Section
14.3 – The fines stipulated in this Chapter shall be applied without prejudice
to the characterization of the cases of cancellation provided for in this
STATEMENT.

        


        Section
14.4 – The amount of the fines established in this Chapter shall be adjusted
annually based on the IGP-DI index, and the first adjustment shall apply one
year after signature of this STATEMENT.

        


        Chapter
XV – Extinction of the Authorization

        


        Section
15.1 – The Authorization shall be considered extinct in cases of cancellation,
lapsing, laches, waiver, or annulment, as per arts. 138 through 144 of Law 9.472
of 1997, and as per the procedures established in the regulations in
force.

        


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

          
             

            SAUS Quadra 6 –
Bloco H – Brasília/DF – CEP
70.070-940

            Tel. (61) 2312-2000 e Fax
(61) 2312-2002

            http://www.anatel.gov.br

          

           

        

        Sole
Paragraph – The declaration of extinction shall not eliminate the penalties
applicable as per the provisions of this STATEMENT to the infringements
committed by the AUTHORIZED PARTY.

        


        Chapter
XVI – Legal Regime and Applicable Documents

        


        Section
16.1 – This Authorization shall be governed – without prejudice to the other
rules comprised by the Brazilian legal system – by Law 9.472 of 1997 and the
regulations stemming therefrom, specially those falling under the jurisdiction
of the Executive Branch, as provided by art. 18 of said Law, and, when in
conflict, the latter shall prevail over the former.

        


        Section
16.2 – In providing the services authorized herein, the AUTHORIZED PARTY shall
observe Anatel’s regulations, as part of this STATEMENT, specially as to the
documents listed below:

        


        I – The
General Concession Plan, as approved by Decree No. 2.534 of April 2nd
1998;

        


        II –
General Plan of Quality Goals for the Land Line Switched Telephone Service, as
approved by Resolution No. 341 of June 20th
2003;

        


        III –
Regulation on Telecommunications Services, as approved by Resolution No. 73 of
November 25th
1998;

        


        IV –
Regulation on Land Line Switched Telephone Services, as approved by Resolution
No. 426 of December 9th
2005;

        


        V –
General Regulation on Interconnections, as approved by Resolution No. 410 of
July 11th
2005;

        


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

          
             

            SAUS Quadra 6 –
Bloco H – Brasília/DF – CEP
70.070-940

            Tel. (61) 2312-2000 e Fax
(61) 2312-2002

            http://www.anatel.gov.br

          

           

        

        VI –
Regulation on Numbering, as approved by Resolution No. 83 of December 30th
1998;

        


        VII –
Regulation on the Management of Numbering Resources, as approved by Resolution
No. 84 of December 30th
1998;

        


        VIII –
Regulation on Renumbering for the Use of the Networks which Provide the STFC
Services, as approved by Resolution No. 33 of July 13th
1998;

        


        IX –
Regulation on the Disclosure of Subscriber Directories and on the Editing and
Distribution of the Mandatory and Free Telephone directory, as approved by
Resolution No. 66 of November 9th
1998;

        


        X –
Regulation on Bidding for the Concession, Permission and Authorization of
Telecommunications Services and Authorization to Use Radio-frequencies, as
approved by Resolution No. 65 of October 29th
1998;

        


        XI –
Regulation on the Procedures for Engaging services and Acquiring Equipment or
Materials by Telecommunication Service Providers, as approved by Resolution No.
421 of November 17th 2005;
and

        


        XII –
Regulation on the Issuance of Authorizations for the Provision of Land Line
Switched Telephone Services - STFC, addressed to the public in general, as
approved by Resolution No. 283 of November 29th
2001.

        


        Section
16.3 – On interpreting the rules and provisions appearing on this STATEMENT, the
interpreter shall consider, in addition to the documents mentioned on this
Chapter, the general construction rules, as well as the rules and principles
appearing on Law 9.472 of 1997.

        


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

          
             

            SAUS Quadra 6 –
Bloco H – Brasília/DF – CEP
70.070-940

            Tel. (61) 2312-2000 e Fax
(61) 2312-2002

            http://www.anatel.gov.br

          

           

        

        Chapter
XVII - Venue

        


        Section
17.1 – The venue of the Federal Courts in Brasilia, Federal District, shall be
competent for resolving the issues arising from this STATEMENT.

        


        Chapter
XVIII – Final Provision

        


        Section
18.1 – This STATEMENT shall be in force as of the publication of its abstract on
the Official Gazette of the Federal Union (Diário Oficial da
União).

        


        Upon full
agreement with the provisions and conditions of this STATEMENT, the parties
execute (2) copies of the same, of identical content and form, in the presence
of the witnesses, who also sign, so that the legal and juridical effects thereof
may take effect.

        


        Brasilia,
May 25th
2007

        


        On behalf
of Anatel:

        


        <signature>

        JOSÉ
GONÇALVES NETO

        Deputy
Superintendent for Public Services

        


        On behalf
of the AUTHORIZED PARTY:

        


        <signature>

        LEANDRO
ENRIQUE LOBO GUERRA

        Corporate
Manager for Regulatory Affairs

        


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

          
             

            SAUS Quadra 6 –
Bloco H – Brasília/DF – CEP
70.070-940

            Tel. (61) 2312-2000 e Fax
(61) 2312-2002

            http://www.anatel.gov.br

          

        

         

        WITNESSES:

        


        
          	
                  <signature>

                  Fernando
      Ribeiro Ramos

                  CI:
      3.090.163-4 SSP-SC

                	
                  <signature>

                  Israel
      Lacerda de Araujo

                  CI:
      2.254.556 SSP-DF

                




        


        


        


        


        NATIONAL
TELECOMMUNICATIONS AGENCY

        


        AUTHORIZATION
STATEMENT EXCERPT

        No.
437/2007/SPB-ANATEL

        


        PARTIES:
National Telecommunications Agency – Anatel and TIM CELULAR S.A.

        PURPOSE:
Authorization for the exploitation of Land Line Switched Telephone Services
(STFC) intended for use by the public in general, provided under the private
system, as a LOCAL modality, in the Provision Areas corresponding to Regions I,
II, and III of the General Concession Plan – PGO.

        LEGAL
GROUND: Act No. 65.152 of May 24th 2007,
published on the Official Gazette (Diário Oficial da União) of
May 25th 2007;
Federal Law No. 9.472 of July 16th 1997
(General Telecommunications Law - LGT); General Concessions Plan – PGO, as
approved by Decree No. 2.534 of April 2nd 1998;
Regulation on the Issuance of Authorizations for

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

        
           

          SAUS Quadra 6 –
Bloco H – Brasília/DF – CEP
70.070-940

          Tel. (61) 2312-2000 e Fax
(61) 2312-2002

          http://www.anatel.gov.br

           

        

        the
Provision of Land Line Switched Telephone Services intended for Use by the
Public in General (STFC), as approved by Resolution No. 283 of November 29th
2001.

        SIGNATORIES:
On behalf of Anatel: JOSÉ GONÇALVES NETO – Deputy Superintendent for Public
Services; On behalf of Tim Celular S.A., LEANDRO ENRIQUE LOBO GUERRA - Corporate
Manager for Regulatory Affairs, and, as witnesses: Fernando Ribeiro Ramos and
Israel Lacerda de Araujo.

        


        <signature>

        JOSÉ
GONÇALVES NETO

        Deputy
Superintendent for Public Services

        


        Published in the Union Gazette
of

        07/29/07 –
Page 62, Section 3