EXHIBIT
2.19




1ST
ADDENDUM TO BANK CREDIT NOTE No. TA008,


ISSUED
ON AUGUST 31, 2005




CERTIFICATE
      No.
                TA008
              VALUE
                R$31,250,000.00
              DUE
      DATE:
                August
      05, 20101.
      ISSUER:
                TIM
      CELULAR S.A.
              CNPJ/MF:
      04.206.050/0001-80Address:
                Av. Giovanni
      Gronchi 7,143
              State:
                São
      Paulo
              City:
                São
      Paulo
              Tel.2.
      CREDITOR:
                Banco
      Santander do Brasil S.A.
              CNPJ/MF:
                61.472.7/0001-72Address:
                Rua Amador
      Bueno, 474 Block D – 3rd
      floor
              State:
                São
      Paulo
              City:
                São
      Paulo
              Tel:
                55 11
      5538-61793.
      GUARANTOR:
                TIM
      PARTICIPAÇÕES S.A.
              CNPJ/MF:
                02.558.115/0001-21Address:
                Avenida das
      Américas, 3434, Block 1, 7th
      floor – Parte
              State:
                Rio de
      Janeiro
              City:
                Rio de
      Janeiro
              Tel:
                55 21 4009
      31024-
      CREDIT


4.1.
      Nature:
                CREDIT
      LINE4.2. Value of
      Principal: R$ 31,250,000.00 (Thirty-one million, two hundred and fifty
      thousand reais)4.3. Net
      Value of the Principal: R$ 31,250,000.00 (Thirty-one million, two hundred
      and fifty thousand reais)
              4.4.
      IOF:
 4.5 – Place
      of Payment:
                SÃO PAULO –
      SP4.6. Account
      of Payment: TIM Celular S.A. – CNPJ: 04.206.050/0001-80Bank:
      399
              Branch:
      0454
              Account:
      05452-805
      – INTEREST
 5.1.
      Readjustment Base:
                100%
      CDI
              5.2.
      Margin:
                1.80% per
      annum5.3. Period
      of Interest:
                BIANNUAL
      INTEREST6.
MATURITY:
                August 05,
      20107-
      DATES OF PAYMENT OF INTEREST


Installment
      No.
              Maturity01
              March 02,
      200602
              August 29,
      200603
              February 26,
      200704
              August 27,
      200705
              February 25,
      200806
              August 15,
      200807
              February 11,
      200908
              August 11,
      200909
              February 06,
      201010
              August 05,
      2010











Whereas ISSUER
issued on August 31, 2005 the Bank Credit Note No. TA008 (“CCB”):





WHEREAS the Parties
wish to alter certain conditions of the Bank Credit Note (CCB) to: (i)
substitute the GUARANTOR; (ii) extend the Maturity Date of the CCB; and (iii)
change the interest rate;





hereby, the Parties
identified above, by their undersigned legal representatives, have mutually
agreed to this Addendum No. 01 to CCB (the “Addendum”), according
to the clauses and conditions below:





1. Substitution
of the GUARANTOR:





1.1. The Parties resolve
hereby to substitute the GUARANTOR of CCB by TIM PARTICIPAÇÕES S.A., already
identified in item 3 of the preamble of this Addendum.





1.2. By virtue of the
substitution mentioned in Clause 1.1. above, TIM BRASIL SERVIÇOS E PARTICIPAÇÕES
S.A., registered under CNPJ/MF No. 02.600.854/0001-34,is, from this date,
released from all the obligations assumed in CCB.





1.3. The GUARANTOR, duly
identified in Item 3 of the preamble of this Addendum, assumes hereby, all the
obligations resulting from the CCB, attending, also, in the condition of Joint
Debtor, consenting expressly with what has been covenanted in the CCB, whose
full content it declares to know, assuming unlimited liability for faithful and
accurate compliance with all the obligations resulting from it, assumed by the
ISSUER, whether of principal, financial compensatory and arrears charges,
covering interest, monetary indexation, taxes, contractual fine, lawyers’ fees
and other expenses, due exclusively, as a result of the conditions covenanted in
the CCB.





2. Alteration
of the Profit Margin





2.1. The Parties hereby
resolve to alter the Margin indicated in Item 5.2. of the preamble of CCB,
which, from this date, will start to be 1.80% per annum, Item 5.2 being altered,
which will come into effect with the wording set forth in the preamble of this
Addendum.





3.
Alteration of the
Maturity Date





3.1. The Parties hereby
resolve to alter the Maturity Date indicated in item 6 of the preamble of the
CCB, it being agreed that the new Maturity Date of the CCB will be August 05,
2010, Item 6 being altered, which will come into effect with the wording already
existing in the preamble of this Addendum.





4. Other
Alterations





4.1. The Parties resolve to
alter the numbering of the sub-items of Item 4 of the preamble of the CCB, which
comes into effect with the numbering already set forth in the preamble of this
Addendum.


4.1.1. As a result of the
renumbering of sub-item 4 of the preamble, the mention of Item 4.4. set forth in
Clause 2 of the CCB starts to refer to Item 4.5 of the preamble of this Addendum
and the mention of Item 4.5 of Clause 3 of the CCB starts to refer to Item 4.6
of the preamble of this Addendum.





4.2. The Parties resolve to
exclude field 5.4 of the preamble.





4.3. The Parties resolve to
alter the heading of Clause 5 of the CCB, which comes into effect with the
following wording:





“The interest and
charges established in item 5 of the Preamble shall accrued on the value of the
principal mentioned in item 4.2 of the agreement with the following formula:
(...)”




2





4.4. The Parties resolve to
alter the definition of “Restricted Group” set forth in Clause 12.2 of the CCB
to the following wording:





“(...) “Restricted
Group” will start to mean the ISSUER, GUARANTOR, TIM Nordeste S.A., the latter
in the capacity of successor by incorporation of Maxitel S.A. and TIM Celular
S.A., in the capacity of successor by incorporation of TIM Sul
S.A.”





5.Promise of
Payment





5.1. The ISSUER admits to be
the debtor and promises to pay to the CREDITOR, in the financial center of its
headquarters, or to its order, in cash, the value of the principal established
in item 4.2. of the Preamble, plus interest and other charges due, in Brazilian
domestic currency, incurred to the date of effective payment.





6.
Defined
Terms





6.1. The terms used in capital
letters and not defined in this Addendum have the meaning established in the
CCB.





7.
Declaration of the
ISSUER and the GUARANTOR





7.1. The ISSUER and the
GUARANTOR declare that all the conditions contemplated in this Addendum were
negotiated in the light and in strict compliance with its Code of Ethics, which
is available at the website of Tim Participações S.A. (www.timpartri.com.br) –
Corporate Governance Area and filed in its headquarters and in all of its
establishments.





8.
Ratification





8.1. All the other clauses and
conditions covenanted in the CCB presently amended are maintained and fully
ratified, those which were not expressly modified by this Addendum, to which the
same is an integral and inseparable and complementary part, for all effects and
purposes, likewise all the guarantees constituted in the amended CCB are equally
ratified, to which the GUARANTOR agrees.





IN WITNESS WHEREOF,
the Parties sign this Addendum in 02 (two) counterparts of equal tenor and form,
which becomes an integral part of CCB, whereas only the counterpart of the
CREDITOR will be negotiable.





São Paulo, August
14, 2008





Issuer


TIM
CELULAR S.A.





[signature]


Name: Mario Cesar
Pereira de Araujo


Title:
President





Guarantor:


TIM
Participações S.A.





[signature]


Name: Mario Cesar
Pereira de Araujo


Title:
President





Aware
and in agreement:


TIM BRASIL SERVIÇOS
E PARTICIPAÇÕES S.A.





[signature]


Name: Mario Cesar
Pereira de Araújo


Title:
President




3





BANCO SANTANDER DO
BRASIL S.A.











1ST
ADDENDUM TO BANK CREDIT NOTE No. TA008,


ISSUED
ON AUGUST 31, 2005




CERTIFICATE
      No.
                TA008
              VALUE
                R$31,250,000.00
              DUE
      DATE:
                August
      05, 20101.
      ISSUER:
                TIM
      CELULAR S.A.
              CNPJ/MF:
      04.206.050/0001-80Address:
                Av. Giovanni
      Gronchi 7,143
              State:
                São
      Paulo
              City:
                São
      Paulo
              Tel.2.
      CREDITOR:
                Banco do
      Brasil S.A.
              CNPJ/MF:
                00.000.000/0001-47Address:
                Rua Prodessor
      Lélio Gama, 105 - 4th
      floor
              State:
                Rio de
      Janeiro
              City:
                Rio de
      Janeiro
              Tel:
                55 21
      3808-31003.
      GUARANTOR:
                TIM
      PARTICIPAÇÕES S.A.
              CNPJ/MF:
                02.558.115/0001-21Address:
                Avenida das
      Américas, 3434, Block 1, 7th
      floor – Parte
              State:
                Rio de
      Janeiro
              City:
                Rio de
      Janeiro
              Tel:
                55 21 4009
      31024-
      CREDIT


4.1.
      Nature:
                CREDIT
      LINE4.2. Value of
      Principal: R$ 31,250,000.00 (Thirty-one million, two hundred and fifty
      thousand reais)4.3. Net
      Value of the Principal: R$ 31,250,000.00 (Thirty-one million, two hundred
      and fifty thousand reais)
              4.4.
      IOF:
 4.5 – Place
      of Payment:
                SÃO PAULO –
      SP4.6. Account
      of Payment: TIM Celular S.A. – CNPJ: 04.206.050/0001-80Bank:
      399
              Branch:
      0454
              Account:
      05452-80
 5
      – INTEREST5.1.
      Readjustment Base:
                100%
      CDI
              5.2.
      Margin:
                1.80% per
      annum5.3. Period
      of Interest:
                BIANNUAL
      INTEREST6.
MATURITY:
                August 05,
      20107-
      DATES OF PAYMENT OF INTEREST


Installment
      No.
              Maturity01
              March 02,
      200602
              August 29,
      200603
              February 26,
      200704
              August 27,
      200705
              February 25,
      200806
              August 15,
      200807
              February 11,
      200908
              August 11,
      200909
              February 06,
      201010
              August 05,
      2010





4





Whereas ISSUER
issued on August 31, 2005 the Bank Credit Note No. TA008 (“CCB”):





WHEREAS the Parties
wish to alter certain conditions of the Bank Credit Note (CCB) to: (i)
substitute the GUARANTOR; (ii) extend the Maturity Date of the CCB; and (iii)
change the interest rate;





hereby, the Parties
identified above, by their undersigned legal representatives, have mutually
agreed to this Addendum No. 01 to CCB (the “Addendum”), according
to the clauses and conditions below:





1. Substitution
of the GUARANTOR:





1.1. The Parties resolve
hereby to substitute the GUARANTOR of CCB by TIM PARTICIPAÇÕES S.A., already
identified in item 3 of the preamble of this Addendum.





1.2. By virtue of the
substitution mentioned in Clause 1.1. above, TIM BRASIL SERVIÇOS E PARTICIPAÇÕES
S.A., registered under CNPJ/MF No. 02.600.854/0001-34,is, from this date,
released from all the obligations assumed in CCB.





1.3. The GUARANTOR, duly
identified in Item 3 of the preamble of this Addendum, assumes hereby, all the
obligations resulting from the CCB, attending, also, in the condition of Joint
Debtor, consenting expressly with what has been covenanted in the CCB, whose
full content it declares to know, assuming unlimited liability for faithful and
accurate compliance with all the obligations resulting from it, assumed by the
ISSUER, whether of principal, financial compensatory and arrears charges,
covering interest, monetary indexation, taxes, contractual fine, lawyers’ fees
and other expenses, due exclusively, as a result of the conditions covenanted in
the CCB.





2. Alteration
of the Profit Margin





2.1. The Parties hereby
resolve to alter the Margin indicated in Item 5.2. of the preamble of CCB,
which, from this date, will start to be 1.80% per annum, Item 5.2 being altered,
which will come into effect with the wording set forth in the preamble of this
Addendum.





3.
Alteration of the
Maturity Date


3.1. The Parties hereby
resolve to alter the Maturity Date indicated in item 6 of the preamble of the
CCB, it being agreed that the new Maturity Date of the CCB will be August 05,
2010, Item 6 being altered, which will come into effect with the wording already
existing in the preamble of this Addendum.





4. Other
Alterations


4.1. The Parties resolve to
alter the numbering of the sub-items of Item 4 of the preamble of the CCB, which
comes into effect with the numbering already set forth in the preamble of this
Addendum.


4.1.1. As a result of the
renumbering of sub-item 4 of the preamble, the mention of Item 4.4. set forth in
Clause 2 of the CCB starts to refer to Item 4.5 of the preamble of this Addendum
and the mention of Item 4.5 of Clause 3 of the CCB starts to refer to Item 4.6
of the preamble of this Addendum.





4.2. The Parties resolve to
exclude field 5.4 of the preamble.





4.3. The Parties resolve to
alter the heading of Clause 5 of the CCB, which comes into effect with the
following wording:





“The interest and
charges established in item 5 of the Preamble shall accrued on the value of the
principal mentioned in item 4.2 of the agreement with the following formula:
(...)”





4.4. The Parties resolve to
alter the definition of “Restricted Group” set forth in Clause 12.2 of the CCB
to the following wording:




5





“(...) “Restricted
Group” will start to mean the ISSUER, GUARANTOR, TIM Nordeste S.A., the latter
in the capacity of successor by incorporation of Maxitel S.A. and TIM Celular
S.A., in the capacity of successor by incorporation of TIM Sul
S.A.”





5.Promise of
Payment


5.1. The ISSUER admits to be
the debtor and promises to pay to the CREDITOR, in the financial center of its
headquarters, or to its order, in cash, the value of the principal established
in item 4.2. of the Preamble, plus interest and other charges due, in Brazilian
domestic currency, incurred to the date of effective payment.





6.
Defined
Terms





6.1. The terms used in capital
letters and not defined in this Addendum have the meaning established in the
CCB.





7.
Declaration of the
ISSUER and the GUARANTOR


7.1. The ISSUER and the
GUARANTOR declare that all the conditions contemplated in this Addendum were
negotiated in the light and in strict compliance with its Code of Ethics, which
is available at the website of Tim Participações S.A. (www.timpartri.com.br) –
Corporate Governance Area and filed in its headquarters and in all of its
establishments.





8.
Ratification


8.1. All the other clauses and
conditions covenanted in the CCB presently amended are maintained and fully
ratified, those which were not expressly modified by this Addendum, to which the
same is an integral and inseparable and complementary part, for all effects and
purposes, likewise all the guarantees constituted in the amended CCB are equally
ratified, to which the GUARANTOR agrees.





IN WITNESS WHEREOF,
the Parties sign this Addendum in 02 (two) counterparts of equal tenor and form,
which becomes an integral part of CCB, whereas only the counterpart of the
CREDITOR will be negotiable.





São Paulo, August
14, 2008





Issuer


TIM
CELULAR S.A.





[signature]


Name: Mario Cesar
Pereira de Araujo


Title:
President





Guarantor:


TIM
Participações S.A.





[signature]


Name: Mario Cesar
Pereira de Araujo


Title:
President





Aware
and in agreement:


TIM BRASIL SERVIÇOS
E PARTICIPAÇÕES S.A.





[signature]


Name: Mario Cesar
Pereira de Araújo


Title:
President





Banco do Brasil
S.A.





6





1ST
ADDENDUM TO BANK CREDIT NOTE No. TA008,


ISSUED
ON AUGUST 31, 2005




CERTIFICATE
      No.
                TA008
              VALUE
                R$25,000,000.00
              DUE
      DATE:
                August
      05, 20101.
      ISSUER:
                TIM
      CELULAR S.A.
              CNPJ/MF:
      04.206.050/0001-80Address:
                Av. Giovanni
      Gronchi 7,143
              State:
                São
      Paulo
              City:
                São
      Paulo
              Tel.2.
      CREDITOR:
                Banco
      Votorantim S.A.
              CNPJ/MF:
                59.588.111/0001-03Address:
                Av. Roque
      Petroni Júnior, 999 - 16th
      floor
              State:
                São
      Paulo
              City:
                São
      Paulo
              Tel:
                55 11
      5185-17003.
      GUARANTOR:
                TIM
      PARTICIPAÇÕES S.A.
              CNPJ/MF:
                02.558.115/0001-21Address:
                Avenida das
      Américas, 3434, Block 1, 7th
      floor – Parte
              State:
                Rio de
      Janeiro
              City:
                Rio de
      Janeiro
              Tel:
                55 21 4009
      31024-
      CREDIT


4.1.
      Nature:
                CREDIT
      LINE4.2. Value of
      Principal: R$ 25,000,000.00 (Twenty five million reais)4.3. Net
      Value of the Principal: R$ 25,000,000.00 ( Twenty five fifty million
      reais)
              4.4.
      IOF:
 4.5 – Place
      of Payment:
                SÃO PAULO –
      SP4.6. Account
      of Payment: TIM Celular S.A. – CNPJ: 04.206.050/0001-80Bank:
      399
              Branch:
      0454
              Account:
      05452-80
 5
      – INTEREST5.1.
      Readjustment Base:
                100%
      CDI
              5.2.
      Margin:
                1.80% per
      annum5.3. Period
      of Interest:
                BIANNUAL
      INTEREST6.
MATURITY:
                August 05,
      20107-
      DATES OF PAYMENT OF INTEREST


Installment
      No.
              Maturity01
              March 02,
      200602
              August 29,
      200603
              February 26,
      200704
              August 27,
      200705
              February 25,
      200806
              August 15,
      200807
              February 11,
      200908
              August 11,
      200909
              February 06,
      201010
              August 05,
      2010




7






Whereas ISSUER
issued on August 31, 2005 the Bank Credit Note No. TA008 (“CCB”):





WHEREAS the Parties
wish to alter certain conditions of the Bank Credit Note (CCB) to: (i)
substitute the GUARANTOR; (ii) extend the Maturity Date of the CCB; and (iii)
change the interest rate;





hereby, the Parties
identified above, by their undersigned legal representatives, have mutually
agreed to this Addendum No. 01 to CCB (the “Addendum”), according
to the clauses and conditions below:





1. Substitution
of the GUARANTOR:





1.1. The Parties resolve
hereby to substitute the GUARANTOR of CCB by TIM PARTICIPAÇÕES S.A., already
identified in item 3 of the preamble of this Addendum.





1.2. By virtue of the
substitution mentioned in Clause 1.1. above, TIM BRASIL SERVIÇOS E PARTICIPAÇÕES
S.A., registered under CNPJ/MF No. 02.600.854/0001-34,is, from this date,
released from all the obligations assumed in CCB.





1.3. The GUARANTOR, duly
identified in Item 3 of the preamble of this Addendum, assumes hereby, all the
obligations resulting from the CCB, attending, also, in the condition of Joint
Debtor, consenting expressly with what has been covenanted in the CCB, whose
full content it declares to know, assuming unlimited liability for faithful and
accurate compliance with all the obligations resulting from it, assumed by the
ISSUER, whether of principal, financial compensatory and arrears charges,
covering interest, monetary indexation, taxes, contractual fine, lawyers’ fees
and other expenses, due exclusively, as a result of the conditions covenanted in
the CCB.





2. Alteration
of the Profit Margin





2.1. The Parties hereby
resolve to alter the Margin indicated in Item 5.2. of the preamble of CCB,
which, from this date, will start to be 1.80% per annum, Item 5.2 being altered,
which will come into effect with the wording set forth in the preamble of this
Addendum.





3.
Alteration of the
Maturity Date





3.1. The Parties hereby
resolve to alter the Maturity Date indicated in item 6 of the preamble of the
CCB, it being agreed that the new Maturity Date of the CCB will be August 05,
2010, Item 6 being altered, which will come into effect with the wording already
existing in the preamble of this Addendum.





4. Other
Alterations





4.1. The Parties resolve to
alter the numbering of the sub-items of Item 4 of the preamble of the CCB, which
comes into effect with the numbering already set forth in the preamble of this
Addendum.


4.1.1. As a result of the
renumbering of sub-item 4 of the preamble, the mention of Item 4.4. set forth in
Clause 2 of the CCB starts to refer to Item 4.5 of the preamble of this Addendum
and the mention of Item 4.5 of Clause 3 of the CCB starts to refer to Item 4.6
of the preamble of this Addendum.





4.2. The Parties resolve to
exclude field 5.4 of the preamble.





4.3. The Parties resolve to
alter the heading of Clause 5 of the CCB, which comes into effect with the
following wording:





“The interest and
charges established in item 5 of the Preamble shall accrued on the value of the
principal mentioned in item 4.2 of the agreement with the following formula:
(...)”




8





4.4. The Parties resolve to
alter the definition of “Restricted Group” set forth in Clause 12.2 of the CCB
to the following wording:





“(...) “Restricted
Group” will start to mean the ISSUER, GUARANTOR, TIM Nordeste S.A., the latter
in the capacity of successor by incorporation of Maxitel S.A. and TIM Celular
S.A., in the capacity of successor by incorporation of TIM Sul
S.A.”





5.Promise of
Payment





5.1. The ISSUER admits to be
the debtor and promises to pay to the CREDITOR, in the financial center of its
headquarters, or to its order, in cash, the value of the principal established
in item 4.2. of the Preamble, plus interest and other charges due, in Brazilian
domestic currency, incurred to the date of effective payment.





6.
Defined
Terms





6.1. The terms used in capital
letters and not defined in this Addendum have the meaning established in the
CCB.





7.
Declaration of the
ISSUER and the GUARANTOR





7.1. The ISSUER and the
GUARANTOR declare that all the conditions contemplated in this Addendum were
negotiated in the light and in strict compliance with its Code of Ethics, which
is available at the website of Tim Participações S.A. (www.timpartri.com.br) –
Corporate Governance Area and filed in its headquarters and in all of its
establishments.





8.
Ratification





8.1. All the other clauses and
conditions covenanted in the CCB presently amended are maintained and fully
ratified, those which were not expressly modified by this Addendum, to which the
same is an integral and inseparable and complementary part, for all effects and
purposes, likewise all the guarantees constituted in the amended CCB are equally
ratified, to which the GUARANTOR agrees.





IN WITNESS WHEREOF,
the Parties sign this Addendum in 02 (two) counterparts of equal tenor and form,
which becomes an integral part of CCB, whereas only the counterpart of the
CREDITOR will be negotiable.





São Paulo, August
14, 2008





Issuer


TIM
CELULAR S.A.





[signature]


Name: Mario Cesar
Pereira de Araujo


Title:
President





Guarantor:


TIM
Participações S.A.





[signature]


Name: Mario Cesar
Pereira de Araujo


Title:
President





Aware
and in agreement:


TIM BRASIL SERVIÇOS
E PARTICIPAÇÕES S.A.





[signature]


Name: Mario Cesar
Pereira de Araújo


Title:
President




9





BANCO VOTOTANTIM
S.A.











1ST
ADDENDUM TO BANK CREDIT NOTE No. TA008,


ISSUED
ON AUGUST 31, 2005




CERTIFICATE
      No.
                TA008
              VALUE
                R$31,250,000.00
              DUE
      DATE:
                August
      05, 20101.
      ISSUER:
                TIM
      CELULAR S.A.
              CNPJ/MF:
      04.206.050/0001-80Address:
                Av. Giovanni
      Gronchi 7,143
              State:
                São
      Paulo
              City:
                São
      Paulo
              Tel.2.
      CREDITOR:
                Banco BNP
      Paribas Brasil S.A._
              CNPJ/MF:
                01522.368/0001-82Address:
                Av.
      Presidente Juscelino Kubitschek
              State:
                São
      Paulo
              City:
                Osasco
              Tel:
                55 11
      3841-31823.
      GUARANTOR:
                TIM
      PARTICIPAÇÕES S.A.
              CNPJ/MF:
                02.558.115/0001-21Address:
                Avenida das
      Américas, 3434, Block 1, 7th
      floor – Parte
              State:
                Rio de
      Janeiro
              City:
                Rio de
      Janeiro
              Tel:
                55 21 4009
      31024-
      CREDIT


4.1.
      Nature:
                CREDIT
      LINE4.2. Value of
      Principal: R$ 31,250,000.00 (Thirty-one million, two hundred and fifty
      thousand reais)4.3. Net
      Value of the Principal: R$ 31,250,000.00 (Thirty-one million, two hundred
      and fifty thousand reais)
              4.4.
      IOF:
 4.5 – Place
      of Payment:
                SÃO PAULO –
      SP4.6. Account
      of Payment: TIM Celular S.A. – CNPJ: 04.206.050/0001-80Bank:
      399
              Branch:
      0454
              Account:
      05452-80
 5
      – INTEREST5.1.
      Readjustment Base:
                100%
      CDI
              5.2.
      Margin:
                1.80% per
      annum5.3. Period
      of Interest:
                BIANNUAL
      INTEREST6.
MATURITY:
                August 05,
      20107-
      DATES OF PAYMENT OF INTEREST


Installment
      No.
              Maturity01
              March 02,
      200602
              August 29,
      200603
              February 26,
      200704
              August 27,
      200705
              February 25,
      200806
              August 15,
      200807
              February 11,
      200908
              August 11,
      200909
              February 06,
      201010
              August 05,
      2010




10








Whereas ISSUER
issued on August 31, 2005 the Bank Credit Note No. TA008 (“CCB”):





WHEREAS the Parties
wish to alter certain conditions of the Bank Credit Note (CCB) to: (i)
substitute the GUARANTOR; (ii) extend the Maturity Date of the CCB; and (iii)
change the interest rate;





hereby, the Parties
identified above, by their undersigned legal representatives, have mutually
agreed to this Addendum No. 01 to CCB (the “Addendum”), according
to the clauses and conditions below:





1. Substitution
of the GUARANTOR:





1.1. The Parties resolve
hereby to substitute the GUARANTOR of CCB by TIM PARTICIPAÇÕES S.A., already
identified in item 3 of the preamble of this Addendum.





1.2. By virtue of the
substitution mentioned in Clause 1.1. above, TIM BRASIL SERVIÇOS E PARTICIPAÇÕES
S.A., registered under CNPJ/MF No. 02.600.854/0001-34,is, from this date,
released from all the obligations assumed in CCB.





1.3. The GUARANTOR, duly
identified in Item 3 of the preamble of this Addendum, assumes hereby, all the
obligations resulting from the CCB, attending, also, in the condition of Joint
Debtor, consenting expressly with what has been covenanted in the CCB, whose
full content it declares to know, assuming unlimited liability for faithful and
accurate compliance with all the obligations resulting from it, assumed by the
ISSUER, whether of principal, financial compensatory and arrears charges,
covering interest, monetary indexation, taxes, contractual fine, lawyers’ fees
and other expenses, due exclusively, as a result of the conditions covenanted in
the CCB.





2. Alteration
of the Profit Margin





2.1. The Parties hereby
resolve to alter the Margin indicated in Item 5.2. of the preamble of CCB,
which, from this date, will start to be 1.80% per annum, Item 5.2 being altered,
which will come into effect with the wording set forth in the preamble of this
Addendum.





3.
Alteration of the
Maturity Date





3.1. The Parties hereby
resolve to alter the Maturity Date indicated in item 6 of the preamble of the
CCB, it being agreed that the new Maturity Date of the CCB will be August 05,
2010, Item 6 being altered, which will come into effect with the wording already
existing in the preamble of this Addendum.





4. Other
Alterations





4.1. The Parties resolve to
alter the numbering of the sub-items of Item 4 of the preamble of the CCB, which
comes into effect with the numbering already set forth in the preamble of this
Addendum.


4.1.1. As a result of the
renumbering of sub-item 4 of the preamble, the mention of Item 4.4. set forth in
Clause 2 of the CCB starts to refer to Item 4.5 of the preamble of this Addendum
and the mention of Item 4.5 of Clause 3 of the CCB starts to refer to Item 4.6
of the preamble of this Addendum.





4.2. The Parties resolve to
exclude field 5.4 of the preamble.





4.3. The Parties resolve to
alter the heading of Clause 5 of the CCB, which comes into effect with the
following wording:





“The interest and
charges established in item 5 of the Preamble shall accrued on the value of the
principal mentioned in item 4.2 of the agreement with the following formula:
(...)”




11





4.4. The Parties resolve to
alter the definition of “Restricted Group” set forth in Clause 12.2 of the CCB
to the following wording:





“(...) “Restricted
Group” will start to mean the ISSUER, GUARANTOR, TIM Nordeste S.A., the latter
in the capacity of successor by incorporation of Maxitel S.A. and TIM Celular
S.A., in the capacity of successor by incorporation of TIM Sul
S.A.”





5.Promise of
Payment





5.1. The ISSUER admits to be
the debtor and promises to pay to the CREDITOR, in the financial center of its
headquarters, or to its order, in cash, the value of the principal established
in item 4.2. of the Preamble, plus interest and other charges due, in Brazilian
domestic currency, incurred to the date of effective payment.





6.
Defined
Terms





6.1. The terms used in capital
letters and not defined in this Addendum have the meaning established in the
CCB.





7.
Declaration of the
ISSUER and the GUARANTOR





7.1. The ISSUER and the
GUARANTOR declare that all the conditions contemplated in this Addendum were
negotiated in the light and in strict compliance with its Code of Ethics, which
is available at the website of Tim Participações S.A. (www.timpartri.com.br) –
Corporate Governance Area and filed in its headquarters and in all of its
establishments.





8.
Ratification





8.1. All the other clauses and
conditions covenanted in the CCB presently amended are maintained and fully
ratified, those which were not expressly modified by this Addendum, to which the
same is an integral and inseparable and complementary part, for all effects and
purposes, likewise all the guarantees constituted in the amended CCB are equally
ratified, to which the GUARANTOR agrees.





IN WITNESS WHEREOF,
the Parties sign this Addendum in 02 (two) counterparts of equal tenor and form,
which becomes an integral part of CCB, whereas only the counterpart of the
CREDITOR will be negotiable.





São Paulo, August
14, 2008





Issuer


TIM
CELULAR S.A.





[signature]


Name: Mario Cesar
Pereira de Araujo


Title:
President





Guarantor:


TIM
Participações S.A.





[signature]


Name: Mario Cesar
Pereira de Araujo


Title:
President





Aware
and in agreement:


TIM BRASIL SERVIÇOS
E PARTICIPAÇÕES S.A.





[signature]


Name: Mario Cesar
Pereira de Araujo


Title:
President




12





BANCO BNP PARIBAS
BRASIL S.A.











1ST
ADDENDUM TO BANK CREDIT NOTE No. TA008,


ISSUED
ON AUGUST 31, 2005




CERTIFICATE
      No.
                TA008
              VALUE
                R$31,250,000.00
              DUE
      DATE:
                August
      05, 20101.
      ISSUER:
                TIM
      CELULAR S.A.
              CNPJ/MF:
      04.206.050/0001-80Address:
                Av. Giovanni
      Gronchi 7,143
              State:
                São
      Paulo
              City:
                São
      Paulo
              Tel.2.
      CREDITOR:
                Banco Itaú
      BBA S.A.
              CNPJ/MF:
                17.298.092/0001-30Address:
                Praça Alfredo
      Egydio de Souza Aranha, 100 – Torre Conceição - 9th
      floor
              State:
                São
      Paulo
              City:
                São
      Paulo
              Tel:
                55 11
      3708-88493.
      GUARANTOR:
                TIM
      PARTICIPAÇÕES S.A.
              CNPJ/MF:
                02.558.115/0001-21Address:
                Avenida das
      Américas, 3434, Block 1, 7th
      floor – Parte
              State:
                Rio de
      Janeiro
              City:
                Rio de
      Janeiro
              Tel:
                55 21 4009
      31024-
      CREDIT


4.1.
      Nature:
                CREDIT
      LINE4.2. Value of
      Principal: R$ 31,250,000.00 (Thirty-one million, two hundred and fifty
      thousand reais)4.3. Net
      Value of the Principal: R$ 31,250,000.00 (Thirty-one million, two hundred
      and fifty thousand reais)
              4.4.
      IOF:
 4.5 – Place
      of Payment:
                SÃO PAULO –
      SP4.6. Account
      of Payment: TIM Celular S.A. – CNPJ: 04.206.050/0001-80Bank:
      399
              Branch:
      0454
              Account:
      05452-80
 5
      – INTEREST5.1.
      Readjustment Base:
                100%
      CDI
              5.2.
      Margin:
                1.80% per
      annum5.3. Period
      of Interest:
                BIANNUAL
      INTEREST6.
MATURITY:
                August 05,
      20107-
      DATES OF PAYMENT OF INTEREST


Installment
      No.
              Maturity01
              March 02,
      200602
              August 29,
      200603
              February 26,
      200704
              August 27,
      200705
              February 25,
      200806
              August 15,
      200807
              February 11,
      200908
              August 11,
      200909
              February 06,
      201010
              August 05,
      2010
 13





Whereas ISSUER
issued on August 31, 2005 the Bank Credit Note No. TA008 (“CCB”):





WHEREAS the Parties
wish to alter certain conditions of the Bank Credit Note (CCB) to: (i)
substitute the GUARANTOR; (ii) extend the Maturity Date of the CCB; and (iii)
change the interest rate;





hereby, the Parties
identified above, by their undersigned legal representatives, have mutually
agreed to this Addendum No. 01 to CCB (the “Addendum”), according
to the clauses and conditions below:





1. Substitution
of the GUARANTOR:





1.1. The Parties resolve
hereby to substitute the GUARANTOR of CCB by TIM PARTICIPAÇÕES S.A., already
identified in item 3 of the preamble of this Addendum.





1.2. By virtue of the
substitution mentioned in Clause 1.1. above, TIM BRASIL SERVIÇOS E PARTICIPAÇÕES
S.A., registered under CNPJ/MF No. 02.600.854/0001-34,is, from this date,
released from all the obligations assumed in CCB.





1.3. The GUARANTOR, duly
identified in Item 3 of the preamble of this Addendum, assumes hereby, all the
obligations resulting from the CCB, attending, also, in the condition of Joint
Debtor, consenting expressly with what has been covenanted in the CCB, whose
full content it declares to know, assuming unlimited liability for faithful and
accurate compliance with all the obligations resulting from it, assumed by the
ISSUER, whether of principal, financial compensatory and arrears charges,
covering interest, monetary indexation, taxes, contractual fine, lawyers’ fees
and other expenses, due exclusively, as a result of the conditions covenanted in
the CCB.





2. Alteration
of the Profit Margin





2.1. The Parties hereby
resolve to alter the Margin indicated in Item 5.2. of the preamble of CCB,
which, from this date, will start to be 1.80% per annum, Item 5.2 being altered,
which will come into effect with the wording set forth in the preamble of this
Addendum.





3.
Alteration of the
Maturity Date





3.1. The Parties hereby
resolve to alter the Maturity Date indicated in item 6 of the preamble of the
CCB, it being agreed that the new Maturity Date of the CCB will be August 05,
2010, Item 6 being altered, which will come into effect with the wording already
existing in the preamble of this Addendum.





4. Other
Alterations





4.1. The Parties resolve to
alter the numbering of the sub-items of Item 4 of the preamble of the CCB, which
comes into effect with the numbering already set forth in the preamble of this
Addendum.


4.1.1. As a result of the
renumbering of sub-item 4 of the preamble, the mention of Item 4.4. set forth in
Clause 2 of the CCB starts to refer to Item 4.5 of the preamble of this Addendum
and the mention of Item 4.5 of Clause 3 of the CCB starts to refer to Item 4.6
of the preamble of this Addendum.





4.2. The Parties resolve to
exclude field 5.4 of the preamble.





4.3. The Parties resolve to
alter the heading of Clause 5 of the CCB, which comes into effect with the
following wording:





“The interest and
charges established in item 5 of the Preamble shall accrued on the value of the
principal mentioned in item 4.2 of the agreement with the following formula:
(...)”




14





4.4. The Parties resolve to
alter the definition of “Restricted Group” set forth in Clause 12.2 of the CCB
to the following wording:





“(...) “Restricted
Group” will start to mean the ISSUER, GUARANTOR, TIM Nordeste S.A., the latter
in the capacity of successor by incorporation of Maxitel S.A. and TIM Celular
S.A., in the capacity of successor by incorporation of TIM Sul
S.A.”





5.Promise of
Payment





5.1. The ISSUER admits to be
the debtor and promises to pay to the CREDITOR, in the financial center of its
headquarters, or to its order, in cash, the value of the principal established
in item 4.2. of the Preamble, plus interest and other charges due, in Brazilian
domestic currency, incurred to the date of effective payment.





6.
Defined
Terms





6.1. The terms used in capital
letters and not defined in this Addendum have the meaning established in the
CCB.





7.
Declaration of the
ISSUER and the GUARANTOR





7.1. The ISSUER and the
GUARANTOR declare that all the conditions contemplated in this Addendum were
negotiated in the light and in strict compliance with its Code of Ethics, which
is available at the website of Tim Participações S.A. (www.timpartri.com.br) –
Corporate Governance Area and filed in its headquarters and in all of its
establishments.





8.
Ratification





8.1. All the other clauses and
conditions covenanted in the CCB presently amended are maintained and fully
ratified, those which were not expressly modified by this Addendum, to which the
same is an integral and inseparable and complementary part, for all effects and
purposes, likewise all the guarantees constituted in the amended CCB are equally
ratified, to which the GUARANTOR agrees.





IN WITNESS WHEREOF,
the Parties sign this Addendum in 02 (two) counterparts of equal tenor and form,
which becomes an integral part of CCB, whereas only the counterpart of the
CREDITOR will be negotiable.





São Paulo, August
14, 2008





Issuer


TIM
CELULAR S.A.





[signature]


Name: Mario Cesar
Pereira de Araujo


Title:
President





Guarantor:


TIM
Participações S.A.





[signature]


Name: Mario Cesar
Pereira de Araujo


Title:
President





Aware
and in agreement:


TIM BRASIL SERVIÇOS
E PARTICIPAÇÕES S.A.





[signature]


Name: Mario Cesar
Pereira de Araujo


Title:
President





BANCO ITAÚ BBA
S.A.