Table of Contents  




REGISTRATION RIGHTS
AGREEMENT  





    THIS REGISTRATION RIGHTS AGREEMENT (the “Agreement”) dated as of February 17, 2004, between (i)
Brasil Telecom S.A. (the “Issuer”), a sociedade anônima organized under the laws of the Federative Republic of
Brazil (“Brazil”) and (ii) Citigroup Global Markets Inc. as the Initial Purchaser (as defined below) of U.S.$
200,000,000 of the Issuer's 9.375% Notes due 2014 (the “Notes”). Terms not otherwise defined herein are used as
defined in the Indenture (as defined below). 



WITNESSETH 

    
                 WHEREAS, the Issuer is today entering into an Indenture (the “Indenture”) dated as of February
17, 2004 with The Bank of New York, as Indenture Trustee (the “Trustee”), New York paying agent, Authentication
and Transfer Agent and Registrar and the Bank of Tokyo-Mitsubishi, London Branch acting as Principal Paying Agent
in Japan, pursuant to which it is today issuing U.S.$ 200,000,000 aggregate principal amount of its Notes;

    
                  WHEREAS, in order to provide additional liquidity to the holders of the Notes (the “Holders”),
the Issuer is willing to enter into this Registration Rights Agreement providing for the registration of the
Notes under the U.S. Securities Act of 1933, as amended;



    NOW, THEREFORE, the
parties hereto agree as follows: 

    
SECTION 1.                 Definitions.

    
                      As used in this Agreement, the following capitalized defined terms shall have the following
meanings:

    
                  “Affiliate” shall have the meaning set forth in Rule 405 of the Securities Act.

    
                  “Business Day” shall mean any date that is not a Saturday, Sunday or other day on which
         commercial banks in New York City are authorized or required by law to remain closed.

    
                  “Closing Date” shall mean the Closing Date as defined in the Purchase Agreement.

    
                  “Consummate” shall mean the occurrence of (a) the filing and effectiveness under the Securities
         Act of the Exchange Offer Registration Statement relating to the Exchange Securities to be issued in the
         Exchange Offer, (b) the maintenance of such Exchange Offer Registration Statement continuously effective
         and the keeping of the Exchange Offer open for a period not less than the minimum period required
         pursuant to Section 2 hereof and (c) the delivery by the Issuer to the Trustee of Exchange Securities in
         the same aggregate principal amount as the aggregate principal amount of Notes tendered by Holders
         thereof pursuant to the Exchange Offer.



    “Exchange Act” shall
mean the U.S. Securities Exchange Act of 1934, as amended from time to time.  



    “Exchange Date” shall
have the meaning set forth in section 2(a)(ii) hereof.  



    “Exchange Offer” shall
mean the exchange offer by the Issuer of Exchange Securities for Registrable
Securities pursuant to Section 2(a) hereof.  



    “Exchange Offer
Registration” shall mean a registration under the Securities Act effected
pursuant to Section 2(a) hereof.  



    “Exchange Offer
Registration Statement” shall mean an exchange offer registration statement on
Form F-1, F-2, F-3 or F-4, as applicable, and all amendments and supplements to
such registration statement, in each case including the Prospectus contained
therein, all exhibits thereto and all material incorporated by reference therein.  



    “Exchange Securities” shall
mean securities issued by the Issuer containing terms identical in all material
respects to the Notes (except that the Exchange Securities will not bear legends
restricting their transfer or be subject to increases of the annual interest
rate payable thereunder for failure to comply with this Agreement) and to be
offered to Holders in exchange for Notes pursuant to the Exchange Offer.  



    “Holder” shall mean
each person or entity that holds the Notes or the Registrable Securities, and
each of their successors, assigns and direct and indirect transferees who become
registered owners of Registrable Securities under the Indenture; provided that,
for purposes of Sections 4 and 5 of this Agreement, the term “Holder” shall
include Participating Broker-Dealers (as defined in Section 4(a)).  



    “Indenture” shall mean
the Indenture relating to the Notes dated the Closing Date, among the Issuer and
The Bank of New York, as Indenture Trustee (the “Trustee”), New York paying agent,
Authentication and Transfer Agent and Registrar and the Bank of
Tokyo-Mitsubishi, London Branch acting as Principal Paying Agent in Japan, as
the same may be amended from time to time in accordance with the terms thereof.  



    “Initial Purchaser” shall
mean Citigroup Global Markets Inc.  



    “Majority Holders” shall
mean the Holders of a majority of the aggregate principal amount of outstanding
Registrable Securities; provided that, whenever the consent or approval of Holders of a
specified percentage of Registrable Securities is required hereunder,
Registrable Securities held by the Issuer or any of its Affiliates (other than
the Initial Purchaser or subsequent Holders of Registrable Securities if such
subsequent holders are deemed to be such Affiliates solely by reason of their holding
of such Registrable Securities) shall not be counted in determining whether such
consent or approval was given by the Holders of such required percentage or
amount.  



    “Person” means an
individual, partnership, corporation, limited liability company, business trust,
joint stock company, trust, unincorporated association, joint venture or any nation or
government, any state, province or other political subdivision thereof, any
central bank (or similar monetary or regulatory authority) thereof, and any
entity exercising executive, legislative, judicial, regulatory or administrative
functions of or pertaining to government.  



    “Prospectus” shall
mean the prospectus included in a Registration Statement, including any
preliminary prospectus, and any such prospectus as amended or supplemented by
any prospectus supplement and by all other amendments and supplements to such
prospectus, and in each case including all material incorporated by reference
therein.  



    “Purchase Agreement” shall
mean the Purchase Agreement dated as of February 9, 2004 between the Issuer and
the Initial Purchaser relating to the purchase of the Notes by the Initial Purchaser.  



    “Registrable Securities” shall
mean the Notes; provided, however, that the Notes shall cease to be Registrable
Securities (i) when a Registration Statement with respect to such Notes shall have been
declared effective under the Securities Act and such Notes shall have been
disposed of pursuant to such Registration Statement, (ii) when such Notes have
been sold to the public pursuant to Rule 144(k) (or any similar provision then
in force, but not Rule 144A) under the Securities Act or (iii) when the Notes
shall have ceased to be Outstanding or (iv) the Exchange Offer is Consummated;
provided further, that the securities with respect to which the Issuer has
caused to be filed and declared effective an Exchange Offer Registration
Statement and have commenced an Exchange Offer, in each case pursuant to and in
accordance with Section 2(a) hereof, and which have not been tendered by the last
Exchange Date (as defined in Section 2(a)(ii) hereof) by the Holder thereof
shall be deemed not to be Registrable Securities.  



    “Registration Expenses” shall
mean any and all expenses incident to performance of or compliance by the Issuer
with this Agreement, including without limitation: (i) all SEC, stock exchange
or National Association of Securities Dealers, Inc. registration and filing
fees, (ii) all fees and expenses incurred in connection with compliance with
state securities or blue sky laws (including reasonable fees and disbursements
of counsel for any underwriters or Holders in connection with blue sky
qualification of any of the Exchange Securities or Registrable Securities), (iii) all
expenses of any Persons in preparing or assisting in preparing, word processing,
printing and distributing any Registration Statement, any Prospectus, any
amendments or supplements thereto, any underwriting agreements, securities sales
agreements and other documents relating to the performance of and compliance
with this Agreement, (iv) all rating agency fees, (v) all fees and disbursements relating
to the qualification of the Indenture under applicable securities laws, (vi) the
reasonable fees and disbursements of the Trustee and its counsel, (vii) the
reasonable fees and disbursements of counsel for the Issuer and (viii) the
reasonable fees and disbursements of the independent public accountants of the
Issuer, including the expenses of any special audits or “cold comfort” letters
required by or incident to such performance and compliance, but excluding fees
and expenses of counsel to the underwriters (other than reasonable fees and
expenses set forth in clause (ii) above) or the Holders and underwriting
discounts and commissions and transfer taxes, if any, relating to the sale or
disposition of Registrable Securities by a Holder.  



    “Registration Statement” shall
mean any registration statement of the Issuer that covers any of the Exchange
Securities or Registrable Securities pursuant to the provisions of this Agreement and all
amendments and supplements to any such Registration Statement, including
post-effective amendments, in each case including the Prospectus contained
therein, all exhibits thereto and all material incorporated by reference therein.  



    “SEC” shall mean the
United States Securities and Exchange Commission.  



    “Securities Act” shall
mean the U.S. Securities Act of 1933, as amended from time to time.  



    “Trustee” shall mean
the trustee with respect to the Notes under the Indenture.  



    SECTION 2.
Registration Under the Securities Act.  



    (a) To the extent
not prohibited by any applicable law or applicable interpretation of the staff of the SEC
(the “Staff”), the Issuer shall use its reasonable best efforts to cause to be filed an
Exchange Offer Registration Statement covering the offer by the Issuer to the Holders to
exchange all of the Registrable Securities for Exchange Securities and to have such
Exchange Offer Registration Statement remain effective until the closing of the Exchange
Offer. The Issuer shall use its best efforts to cause such Exchange Offer Registration
Statement to be declared effective by the SEC by February 17, 2005. The Issuer shall
commence the Exchange Offer promptly after the Exchange Offer Registration Statement has
been declared effective by the SEC and use its reasonable best efforts to have the
Exchange Offer Consummated not later than 60 days after such effective date. The Issuer
shall commence the Exchange Offer by mailing the related exchange offer Prospectus and
accompanying documents to each Holder stating, in addition to such other disclosures as
are required by applicable law:  



    (i)      that the
Exchange Offer is being made pursuant to this Agreement and that all Registrable
Securities          validly tendered and not properly withdrawn will be accepted for
exchange; 



    (ii) the dates of
acceptance for exchange (which shall be a period of at least 20 Business Days from the
date such notice is mailed) (the “Exchange Dates”);  



    (iii)    that any
Registrable Security not tendered will remain outstanding and continue to accrue
interest, but          will not retain any rights under this Agreement; 



    (iv)     that Holders
electing to have a Registrable Security exchanged pursuant to the Exchange Offer will be
         required to surrender such Registrable Security, together with the enclosed
letters of transmittal, to          the institutions and at the addresses (located in the
Borough of Manhattan, the City of New York)          specified in the notice prior to the
close of business on the last Exchange Date; and 



    (v)      that Holders
will be entitled to withdraw their election, not later than the close of business (New
York          time) on the last Exchange Date, by sending to the institutions and at the
addresses (located in the          Borough of Manhattan, the City of New York) specified
in the notice a telegram, telex, facsimile          transmission or letter setting forth
the name of such Holder, the principal amount of Registrable          Securities
delivered for exchange and a statement that such Holder is withdrawing his election to
have          such Notes exchanged. 



    (b)      As soon as
practicable after the last Exchange Date, the Issuer shall: 



    (i)      accept for
exchange Registrable Securities or portions thereof tendered and not          validly
withdrawn pursuant to the Exchange Offer; and 



    (ii)     deliver, or
cause to be delivered, to the Trustee for cancellation all Registrable
         Securities or portions thereof so accepted for exchange by the Issuer and issue,
and cause the Trustee          to promptly authenticate and mail to each Holder, an
Exchange Security equal in principal amount to the          principal amount of the
Registrable Securities surrendered by such Holder. 



    (c)      The Issuer
shall use its  reasonable  best efforts to complete  the Exchange  Offer as provided
 above and shall comply with the applicable  requirements  of the Securities  Act, the
Exchange Act and other  applicable laws and  regulations  in  connection  with  the
 Exchange  Offer.  The  Exchange  Offer  shall  not be  subject  to any conditions,
 other than that the Exchange Offer does not violate  applicable  law or any applicable
 interpretation of the Staff.  The Issuer  shall  inform the Initial  Purchaser  of the
names and  addresses of the Holders to whom the Exchange Offer is made, and the Initial
 Purchaser shall have the right,  subject to applicable law, to contact such Holders and
otherwise facilitate the tender of Registrable Securities in the Exchange Offer. 



    (d)      In the event
that the Issuer  determines  that the  Exchange  Offer  Registration  provided for in
Section 2(a) above is not available or may not be Consummated  as soon as practicable
 after the last Exchange Date because it would violate  applicable law or the applicable
 interpretations  of the Staff, or the Exchange Offer is not for any reason  Consummated
 by February 17, 2005,  then the Issuer may file any  Registration  Statement  with the
SEC that would  result in the  Holders of the Notes  being able to resell  their Notes in
such a manner that they cease to be Registrable  Securities,  and upon  effectiveness of
any such Registration  Statement,  the Issuer shall have satisfied its obligations
hereunder. 



    (e)      The Issuer
shall pay all Registration Expenses in connection with the registration pursuant to
Section 2(a). 



    (f)      An Exchange
Offer Registration Statement pursuant to Section 2(a) hereof will not be deemed to have
become effective unless it has been declared effective by the SEC.  As provided for in
the Indenture, in the event the Exchange Offer is not Consummated or the Registration
Statement referred to in Section 2(d) above has not been declared effective on or prior
to February 17, 2005, the annual interest rate on the Notes will be increased to 9.875%
per annum (0.50% in excess of the then current Note Rate), until the Exchange Offer is
Consummated or the Exchange Offer Registration Statement is declared effective by the
SEC, whereupon the interest rate will decrease permanently to the original interest rate
on the Notes. 



    SECTION 3.
Registration Procedures. In connection with the obligations of the
Issuer with respect to the Registration Statements pursuant to Section 2(a) and Section 2(d)
hereof, the Issuer shall as expeditiously as possible:  



    (i)      prepare and
file with the SEC a Registration Statement on the appropriate form under the Securities
Act,          which form (x) shall be selected by the Issuer and (y) shall comply as to
form in all material respects          with the requirements of the applicable form and
include all financial statements required by the SEC to          be filed therewith, and
use its reasonable best efforts to cause such Registration Statement to become
         effective and remain effective in accordance with Section 2 hereof; 



    (ii)     prepare and
file with the SEC such amendments and post-effective amendments to each Registration
         Statement as may be necessary to keep such Registration Statement effective for
the applicable period          and cause each Prospectus to be supplemented by any
required prospectus supplement and, as so          supplemented, to be filed pursuant to
Rule 424 under the Securities Act; to keep each Prospectus current          during the
period described under Section 4(3) and Rule 174 under the Securities Act that is
applicable          to transactions by brokers or dealers with respect to the Registrable
Securities or Exchange Securities; 



    (iii) to the extent
necessary or applicable, use its reasonable best efforts to register or qualify the
Registrable Securities under all applicable state securities or “blue sky” laws
of such jurisdictions as any Holder of Registrable Securities covered by a
Registration Statement shall reasonably request in writing by the time the
applicable Registration Statement is declared effective by the SEC, to cooperate
with such Holders in connection with any filings required to be made with the
National Association of Securities Dealers, Inc. and do any and all other acts
and things which may be reasonably necessary or advisable to enable such Holder
to consummate the disposition in each such jurisdiction of such Registrable
Securities owned by such Holder; provided, however, that the Issuer shall not be required
to (A) qualify as a foreign corporation or as a dealer in securities in any
jurisdiction where it would not otherwise be required to qualify but for this
Section 3(a)(iii), (B) file any general consent to service of process or (C) subject
itself to taxation in any such jurisdiction if it is not so subject;  



    (iv)     make every
reasonable effort to obtain the withdrawal of any order suspending the effectiveness of a
         Registration Statement at the earliest possible moment; 



    (v)      a reasonable
time prior to the filing of any Registration Statement, any Prospectus, any amendment to
a          Registration Statement or amendment or supplement to a Prospectus or any
document which is to be          incorporated by reference into a Registration Statement
or a Prospectus after the initial filing of a          Registration Statement, provide
copies of such document to the Initial Purchaser and its counsel and          make such
representatives of the Issuer as shall be reasonably requested by the Initial Purchaser
or its          counsel available for discussion of such document, and shall not at any
time file or make any amendment          to the Registration Statement, any Prospectus or
any amendment of or supplement to a Registration          Statement or a Prospectus or
any document which is to be incorporated by reference into a Registration
         Statement or a Prospectus, of which the Initial Purchaser and its counsel shall
not have previously been          advised and furnished a copy or to which the Initial
Purchaser or its counsel shall reasonably object; 



    (vi)     obtain a
CUSIP number for all Exchange Securities or Registrable Securities, as the case may be,
not          later than the effective date of a Registration Statement; 



    (vii) use its
reasonable best efforts to cause the Indenture to be qualified under the Trust Indenture
Act of 1939, as amended (the “TIA”), in connection with the registration of the
Exchange Securities or Registrable Securities, as the case may be, cooperate
with the Trustee and the Holders to effect such changes to the Indenture as may
be required for the Indenture to be so qualified in accordance with the terms of
the TIA and execute, and use its best efforts to cause the Trustee to execute, all
documents as may be required to effect such changes and all other forms and
documents required to be filed with the SEC to enable the Indenture to be so
qualified in a timely manner; and  



    (viii)   use its
reasonable best efforts to cause the Exchange Securities to continue to be rated by one
         nationally recognized statistical rating organization (as such term is defined
in Rule 436(g)(2) under          the Securities Act), if the Registrable Securities have
been rated. 



    SECTION 4.
Participation of Broker-Dealers in Exchange Offer.  



    (a) The parties
hereto acknowledge that the Staff has taken the position that any broker-dealer that
receives Exchange Securities for its own account in the Exchange Offer in exchange for
Notes that were acquired by such broker-dealer as a result of market-making or other
trading activities (a “Participating Broker-Dealer”), may be deemed to be an “underwriter” within
the meaning of the Securities Act and must deliver a prospectus meeting the requirements
of the Securities Act in connection with any resale of such Exchange Securities. The
Issuer understands that it is the Staff's position that if the Prospectus contained in
the Exchange Offer Registration Statement includes a plan of distribution containing a
statement to the above effect and the means by which Participating Broker-Dealers may
resell the Exchange Securities, without naming the Participating Broker-Dealers or
specifying the amount of Exchange Securities owned by them, such Prospectus may be
delivered by Participating Broker-Dealers to satisfy their prospectus delivery obligation
under the Securities Act in connection with resales of Exchange Securities for their own
accounts, so long as the Prospectus otherwise meets the requirements of the Securities
Act.  



    (b)      In light of
the above, notwithstanding the other provisions of this Agreement, the Issuer agrees to
take all actions necessary to ensure the effectiveness of the Registration Statement
referred to in Section 2 as may be reasonably requested by the Initial Purchaser or by
one or more Participating Broker-Dealers, in each case as provided in clause (ii) below,
in order to expedite or facilitate the disposition of any Exchange Securities by
Participating Broker-Dealers consistent with the positions of the Staff recited in Section 4(a)
above provided that: 



    (i)      The Issuer
shall not be required to amend or supplement the Prospectus contained in the Exchange
Offer          Registration Statement for a period exceeding 180 days after the last
Exchange Date (as such period may          be extended pursuant to this Agreement) and
Participating Broker-Dealers shall not be authorized by the          Issuer to deliver
and shall not deliver such Prospectus after such period in connection with the resales
         contemplated by this Section 4; and 



    (ii)     any
application of the procedures to an Exchange Offer Registration, to the extent not
required by the          positions of the Staff or the Securities Act and the rules and
regulations thereunder, will be in          conformity with the reasonable request to the
Issuer by the Initial Purchaser or with the reasonable          request in writing to the
Issuer by one or more broker-dealers who certify to the Initial Purchaser and
         the Issuer in writing that they anticipate that they will be Participating
Broker-Dealers; and provided          further that, in connection with such application
of any procedures to an Exchange Offer Registration,          the Issuer shall be
obligated (x) to deal only with one entity representing the Participating
         Broker-Dealers, which shall be the Initial Purchaser unless it elects not to act
as such representative,          (y) to pay the reasonable fees and expenses of only one
counsel representing the Participating          Broker-Dealers, which shall be counsel to
the Initial Purchaser unless such counsel elects not to so act          and (z) to cause
to be delivered only one, if any, “cold comfort” letter with respect to the Prospectus
         in the form existing on the last Exchange Date and with respect to each
subsequent amendment or          supplement, if any, effected in connection therewith. 



    (c)      The Initial
Purchaser shall have no liability to the Issuer or any Holder with respect to any request
that they may make pursuant to Section 4(b) above. 



    SECTION 5.
Indemnification and Contribution.  



    (a)      The Issuer
agrees to indemnify and hold harmless the Initial Purchaser and each Holder, their
respective affiliates, directors and officers and each Person, if any, who controls the
Initial Purchaser or any Holder within the meaning of Section 15 of the Securities Act or
Section 20 of the Exchange Act, from and against any and all losses, claims, damages and
liabilities (including, without limitation, legal fees and other reasonable and duly
documented expenses incurred in connection with any suit, action or proceeding or any
claim asserted, as such fees and expenses are incurred), joint or several, that arise out
of, or are based upon, any untrue statement or alleged untrue statement of a material
fact contained in any Registration Statement or any Prospectus or any omission or alleged
omission to state therein a material fact required to be stated therein or necessary in
order to make the statements therein, in the light of the circumstances under which they
were made, not misleading, except insofar as such losses, claims, damages or liabilities
arise out of, or are based upon, any untrue statement or omission or alleged untrue
statement or omission made in reliance upon and in conformity with any information
relating to the Initial Purchaser or any Holder furnished to the Issuer in writing
through the Initial Purchaser or any selling Holder expressly for use therein. 



    (b)      Each Holder
agrees, severally and not jointly, to indemnify and hold harmless the Issuer, the Initial
Purchaser and the other selling Holders, their respective affiliates, the directors of
the Issuer, each officer of the Issuer who signed the Registration Statement and each
Person, if any, who controls the Issuer, the Initial Purchaser and any other selling
Holder within the meaning of Section 15 of the Securities Act or Section 20 of the
Exchange Act to the same extent as the indemnity set forth in paragraph (a) above, but
only with respect to any losses, claims, damages or liabilities that arise out of, or are
based upon, any untrue statement or omission or alleged untrue statement or omission made
in reliance upon and in conformity with any information relating to such Holder furnished
to the Issuer in writing by such Holder expressly for use in any Registration Statement
and any Prospectus. 



    (c) If any suit,
action, proceeding (including any governmental or regulatory investigation), claim or
demand shall be brought or asserted against any Person in respect of which
indemnification may be sought pursuant to either paragraph (a) or (b) above, such Person
(the “Indemnified Person”) shall promptly notify the Person against whom such
indemnification may be sought (the “Indemnifying Person”) in writing; provided that the
failure to notify the Indemnifying Person shall not relieve it from any liability that it
may have under this Section 5 except to the extent that it has been materially prejudiced
(through the forfeiture of substantive rights or defenses) by such failure; and provided,
further, that the failure to notify the Indemnifying Person shall not relieve it from any
liability that it may have to an Indemnified Person otherwise than under this Section 5.
If any such proceeding shall be brought or asserted against an Indemnified Person and it
shall have notified the Indemnifying Person thereof, the Indemnifying Person shall retain
counsel reasonably satisfactory to the Indemnified Person to represent the Indemnified
Person and any others entitled to indemnification pursuant to this Section 5 that the
Indemnifying Person may designate in such proceeding and shall pay the fees and
reasonable and duly documented expenses of such counsel related to such proceeding, as
incurred. In any such proceeding, any Indemnified Person shall have the right to retain
its own counsel, but the fees and expenses of such counsel shall be at the expense of
such Indemnified Person unless (i) the Indemnifying Person and the Indemnified Person
shall have mutually agreed to the contrary; (ii) the Indemnifying Person has failed
within a reasonable time to retain counsel reasonably satisfactory to the Indemnified
Person; (iii) the Indemnified Person shall have reasonably concluded that there may be
legal defenses available to it that are different from or in addition to those available
to the Indemnifying Person; or (iv) the named parties in any such proceeding (including
any impleaded parties) include both the Indemnifying Person and the Indemnified Person
and representation of both parties by the same counsel would be inappropriate due to
actual or potential differing interests between them. It is understood and agreed that
the Indemnifying Person shall not, in connection with any proceeding or related
proceeding in the same jurisdiction, be liable for the fees and reasonable and duly
documented expenses of more than one separate firm (in addition to any local counsel) for
all Indemnified Persons, and that all such fees and expenses shall be reimbursed as they
are incurred. Any such separate firm (x) for the Initial Purchaser, its affiliates,
directors and officers and any control Persons of such Initial Purchaser shall be
designated in writing by the Initial Purchaser, (y) for any Holder, its affiliates,
directors and officers and any control Persons of such Holder shall be designated in
writing by the Majority Holders and (z) in all other cases shall be designated in writing
by the Issuer. The Indemnifying Person shall not be liable for any settlement of any
proceeding effected without its written consent, but if settled with such consent or if
there be a final judgment for the plaintiff, the Indemnifying Person agrees to indemnify
each Indemnified Person from and against any loss or liability by reason of such
settlement or judgment. Notwithstanding the foregoing sentence, if at any time an
Indemnified Person shall have requested that an Indemnifying Person reimburse the
Indemnified Person for fees and expenses of counsel as contemplated by this paragraph,
the Indemnifying Person shall be liable for any settlement of any proceeding effected
without its written consent if (i) such settlement is entered into more than 45 days
after receipt by the Indemnifying Person of such request and (ii) the Indemnifying Person
shall not have reimbursed the Indemnified Person in accordance with such request prior to
the date of such settlement. No Indemnifying Person shall, without the written consent
of the Indemnified Person, effect any settlement of any pending or threatened proceeding
in respect of which any Indemnified Person is or could have been a party and
indemnification could have been sought hereunder by such Indemnified Person, unless such
settlement (A) includes an unconditional release of such Indemnified Person, in form and
substance reasonably satisfactory to such Indemnified Person, from all liability on
claims that are the subject matter of such proceeding and (B) does not include any
statement as to or any admission of fault, culpability or a failure to act by or on
behalf of any Indemnified Person.  



    (d)      If the
indemnification provided for in paragraphs (a) and (b) above is unavailable to an
Indemnified Person or insufficient in respect of any losses, claims, damages or
liabilities referred to therein, then each Indemnifying Person under such paragraph, in
lieu of indemnifying such Indemnified Person thereunder, shall contribute to the amount
paid or payable by such Indemnified Person as a result of such losses, claims, damages or
liabilities (i) in such proportion as is appropriate to reflect the relative benefits
received by the Issuer from the offering of the Securities and the Exchange Securities,
on the one hand, and by the Holders from receiving Securities or Exchange Securities
registered under the Securities Act, on the other hand, or (ii) if the allocation
provided by clause (i) is not permitted by applicable law, in such proportion as is
appropriate to reflect not only the relative benefits referred to in clause (i) but also
the relative fault of the Issuer on the one hand and the Holders on the other in
connection with the statements or omissions that resulted in such losses, claims, damages
or liabilities, as well as any other relevant equitable considerations.  The relative
fault of the Issuer on the one hand and the Holders on the other shall be determined by
reference to, among other things, whether the untrue or alleged untrue statement of a
material fact or the omission or alleged omission to state a material fact relates to
information supplied by the Issuer or by the Holders and the parties' relative intent,
knowledge, access to information and opportunity to correct or prevent such statement or
omission. 



    (e)      The Issuer
and the Holders agree that it would not be just and equitable if contribution pursuant to
this Section 5 were determined by pro rata allocation (even if the Holders were treated
as one entity for such purpose) or by any other method of allocation that does not take
account of the equitable considerations referred to in paragraph (d) above.  The amount
paid or payable by an Indemnified Person as a result of the losses, claims, damages and
liabilities referred to in paragraph (d) above shall be deemed to include, subject to the
limitations set forth above, any reasonable and duly documented legal or other expenses
incurred by such Indemnified Person in connection with any such action or claim.
 Notwithstanding the provisions of this Section 5, in no event shall a Holder be required
to contribute any amount in excess of the amount by which the total price at which the
Securities or Exchange Securities sold by such Holder exceeds the amount of any damages
that such Holder has otherwise been required to pay by reason of such untrue or alleged
untrue statement or omission or alleged omission.  No Person guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be
entitled to contribution from any Person who was not guilty of such fraudulent
misrepresentation. 



    (f)      The remedies
provided for in this Section 5 are not exclusive and shall not limit any rights or
remedies that may otherwise be available to any Indemnified Person at law or in equity. 



    (g)      The indemnity
and contribution provisions contained in this Section 5 shall remain operative and in
full force and effect regardless of (i) any termination of this Agreement, (ii) any
investigation made by or on behalf of the Initial Purchaser or any Holder, their
respective affiliates or any Person controlling the Initial Purchaser or any Holder, or
by or on behalf of the Issuer, its respective affiliates or the officers or directors of
or any Person controlling the Issuer, (iii) acceptance of any of the Exchange Securities
and (iv) any sale of Registrable Securities pursuant to any shelf or other Registration
Statement. 



    SECTION 6.
Miscellaneous.  



    (a) No
Inconsistent Agreements.  The Issuer has not entered into, and on or after the date of
this Agreement will not enter into, any agreement which is inconsistent with the rights
granted to the Holders of Registrable Securities in this Agreement or otherwise conflicts
with the provisions hereof. The rights granted to the Holders hereunder do not in any
way conflict with and are not inconsistent with the rights granted to the holders of the
Issuer's other issued and outstanding securities under any such agreements.  



    (b) Amendments
and Waivers. The provisions of this Agreement, including the provisions of this
sentence, may not be amended, modified or supplemented, and waivers or consents to
departures from the provisions hereof may not be given unless the Issuer has obtained the
written consent of Holders of at least a majority in aggregate principal amount of the
outstanding Registrable Securities affected by such amendment, modification, supplement,
waiver or consent; provided, however, that no amendment, modification, supplement, waiver
or consent to any departure from the provisions of Section 5 hereof shall be effective as
against any Holder of Registrable Securities unless consented to in writing by such
Holder.  



    (c) Notices. All
notices and other communications provided for or permitted hereunder shall be made in
writing by hand-delivery, registered first-class mail, telex, telecopier, or any courier
guaranteeing overnight delivery (i) if to a Holder, at the most current address given by
such Holder to the Issuer by means of a notice given in accordance with the provisions of
this Section 6(c), which address initially is, with respect to the Initial Purchaser, the
address set forth in the Purchase Agreement; and (ii) if to the Issuer, initially at the
Issuer's address set forth in the Purchase Agreement and thereafter at such other
address, notice of which is given in accordance with the provisions of this Section 6(c).
All such notices and communications shall be deemed to have been duly given: at the
time delivered by hand, if personally delivered; five business days after being deposited
in the mail, postage prepaid, if mailed; when answered back, if telexed; when receipt is
acknowledged, if telecopied; and on the next business day if timely delivered to an air
courier guaranteeing overnight delivery. Copies of all such notices, demands, or other
communications shall be concurrently delivered by the Person giving the same to the
Trustee, at the address specified in the Indenture.  



    (d) Successors
and Assigns. This Agreement shall inure to the benefit of and be binding upon the
successors, assigns and transferees of each of the parties, including, without limitation
and without the need for an express assignment, subsequent Holders; provided that nothing
herein shall be deemed to permit any assignment, transfer or other disposition of
Registrable Securities in violation of the terms of the Purchase Agreement. If any
transferee of any Holder shall acquire Registrable Securities, in any manner, whether by
operation of law or otherwise, such Registrable Securities shall be held subject to all
of the terms of this Agreement, and by taking and holding such Registrable Securities
such Person shall be conclusively deemed to have agreed to be bound by and to perform all
of the terms and provisions of this Agreement and such Person shall be entitled to
receive the benefits hereof. The Initial Purchaser (in its capacity as Initial
Purchaser) shall have no liability or obligation to the Issuer with respect to any
failure by a Holder to comply with, or any breach by any Holder of, any of the
obligations of such Holder under this Agreement.  



    (e) Purchases and
Sales of Securities. The Issuer shall have the right to purchase Registrable Securities
only as contemplated in the Indenture; provided, however, that, notwithstanding the
foregoing, the Issuer shall not and the Issuer shall use its reasonable best efforts to
cause its Affiliates not to, purchase and then resell or otherwise transfer any
Registrable Securities, if doing so adversely affects the rights of the Holders hereunder.  



    (f) Third Party
Beneficiary. The Holders shall be third party beneficiaries to the agreements made
hereunder between the Issuer, on the one hand, and the Initial Purchaser, on the other
hand, and the Initial Purchaser shall have the right to enforce such agreements directly
to the extent it deems such enforcement necessary or advisable to protect its rights or
the rights of Holders hereunder.  



    (g) Counterparts.
This Agreement may be executed in any number of counterparts and by the parties hereto
in separate counterparts, each of which when so executed shall be deemed to be an
original and all of which taken together shall constitute one and the same agreement.  



    (h) Headings.
The headings in this Agreement are for convenience of reference only and shall not limit
or otherwise affect the meaning hereof.  



    (i) Governing
Law. This Agreement shall be governed by the laws of the State of New York.  



    (j) Severability.
In the event that any one or more of the provisions contained herein, or the application
thereof in any circumstance, is held invalid, illegal or unenforceable, the validity,
legality and enforceability of any such provision in every other respect and of the
remaining provisions contained herein shall not be affected or impaired thereby.  



    (k) Jurisdiction.  



    (i) The Issuer
agrees that any legal suit, action or proceeding arising out of or relating to this
Agreement or the transactions contemplated herein may be instituted in any U.S. federal
or New York State court in the Borough of Manhattan in the City of New York (each a “New
York court”) and the Issuer hereby waives any objection which it may now or hereafter
have to the laying of venue of any such proceeding, and irrevocably submits to the
jurisdiction of such courts, with respect to actions brought against it as defendant, in
any suit, action or proceeding.  



    (ii) The Issuer
(A) irrevocably appoints CT Corporation System, at its offices located at 111 Eighth
Avenue, New York, New York 10011 (together with any successor, the “Process Agent”), as
its authorized agent in the Borough of Manhattan in The City of New York upon which
process may be served in any such suit, action or proceeding, acknowledges that the
Process Agent has accepted such designation and agrees that service of process upon the
Process Agent, and written notice of such service to the Issuer, by the person serving
the same to the address set forth in the Purchase Agreement, shall be deemed in every
respect effective service of process upon the Issuer in any such suit, action or
proceeding and (B) agrees to take any and all action, including the execution and filing
of any and all such documents and instruments as may be necessary to continue such
designation and appointment of the Process Agent in full force and effect so long as any
of the Notes shall be outstanding.  




    (l) Waiver of
Immunity. To the extent that the Issuer has or hereafter may acquire any immunity
from jurisdiction of any court or from any legal process (whether through service of
notice, attachment prior to judgment, attachment in aid of execution, execution or
otherwise) with respect to itself or its property, it hereby irrevocably waives such
immunity in respect of its obligations under this Agreement to the fullest extent
permitted by law.  








    IN WITNESS WHEREOF,
the parties have executed this Agreement as of the date first written above. 



	 	 BRASIL TELECOM S.A.
	 
	 
	 	By:____________________________________
	 	      Name:
	 	      Title:
	 
	 	By:____________________________________
	 	      Name:
	 	      Title:









	 	WITNESSES:
	 
	 
	1. 	____________________________________
	 	Name:
	 
	2.  	____________________________________
	 	Name:










The foregoing
Agreement is hereby
 confirmed and accepted as of the
 date first above written. 



CITIGROUP GLOBAL
MARKETS INC.,
 as the Initial Purchaser 


	 	 
	 
	 
	 	By:____________________________________
	 	      Name:
	 	      Title:










	STATE OF NEW YORK	)	 
	 	)	ss:
	COUNTY OF NEW YORK	)	 






    On this 17th day of
February, 2004 before me, a notary public within and for said county,          personally
appeared ________________, to me personally known who being duly sworn, did say that
_____ is          a ________________ of Citigroup Global Markets, Inc., one of the
persons described in and which executed          the foregoing instrument, and
acknowledge said instrument to be the free act and deed of said          corporation. 






		
	 	____________________________________
	 	Notary Public
	 	COMMISSION EXPIRES




[Notarial Seal] 











 


REGISTRATION RIGHTS
AGREEMENT 








Dated February 17, 2004 








between 






BRASIL TELECOM S.A. 




as Issuer, 




and 






CITIGROUP GLOBAL
MARKETS INC. 




as the Initial Purchaser