EXHIBIT
2.10


BANK
CREDIT NOTE No. 1473490101





CLIENT:
                          TIM CELULAR
      AS
                        CNPJ/MF
                          04.206.050/0001-80Address:
                          R Giovanni
      Gronchi 07143
                        E-mailCity/State
                          SÃO
      PAULO/SP
                        CEP
                          05724-006Branch:
                          0300
                        Current
      Account No.
                          102308-8ONLENDING
      OF RESOURCES IN FOREIGN CURRENCYValue of
      principal in foreign currency
                          US$*****58,924,046.91
      (Fifty-eight million, nine hundred and twenty-four thousand, forty-six US
      dollars and ninety-one cents)Date of
      issue
                          07/22/2008
                        Term
                          0291
      days
                        Due
      Date
                          12/30/2008FINANCIAL
      CHARGES
                          Interest
      fixed at the rate of *****1.50000000% per annum, equivalent to
      *****0.12500000% per month, calculated linearly, “pro rata temporis”,
      based on a year of 360 (three hundred and sixty) running
    days.OTHER
      CHARGES AND EXPENSESRELEASE OF
      FUNDS
                          Date:
      03/14/2008
                          Form:
                          (X) Credit
      into Current Account held by CLIENT at UNIBANCO
                          (  )
      TED (Wire Transfer)/DOC (Credit Order Form) in favor of
CLIENT
                          
                          Exchange rate
      for conversion of the Value of the Principal in Foreign
      Currency:
                          (X) R$ 1.6971
      per US$
                          (  )
      according to conversion criteria stipulated in Clause 3.1.1 of this
      instrument.
                          
                          Release
      value: R$ 100,000,000.00PAYMENT
      FLOW
                          Principal:
      upon final maturity
                          Financial
      charges: upon final maturityFORM
      OF LIQUIDATION
                          Debit into
      current account held by CLIENTGUARANTEES
                          NILINTERVENING
      PARTY GUARANTOR(S)NIL
                        NIL
                        NIL
                        NILPURPOSE
                          Financing of
      working capital to
CLIENT








By this Bank Credit
Note (“Note”), the CLIENT appointed and identified in the preamble above
(“Preamble”) (“CLIENT”), irrevocably and irreversibly, shall pay to UNIBANCO,
headquartered at Avenida Eusébio Matoso, 891, in the city of São Paulo, State of
São Paulo.





*C04723CN0001473490101200803140030801*









Registered
at CNPJ/MF No. 33.700.394/0001-40 (“UNIBANCO”), or to its order, on the dates,
form and place of payment contemplated in this Note and attached spreadsheets,
the debt in cash, established and agreed, net and due, including the value of
the principal of the loan and the interest, restatements and other charges and
expenses stipulated herein, upon the following clauses and
conditions:





I
– PURPOSE





1.1.
UNIBANCO hereby, pursuant to the terms of this Note, grants to CLIENT a loan in
the value and conditions defined in the Preamble, by onlending of resources in
foreign currency captured abroad, according to the registration at the Central
Bank of Brazil, based on Resolution No. 2770 of the National Monetary Council,
for its equivalent in domestic currency (“Transaction”), to be used according to
the purpose stipulated in the Preamble.





II
– FINANCIAL CHARGES





2.1.
There shall accrue, on the value of the Transaction, in its expression in
foreign currency, from the date of the release of the funds to the date(s) of
the respective maturities of this Note, the financial charges, according to the
conditions defined in the Preamble and in the attached spreadsheets, which will
be due for its equivalent in domestic currency, as defined in Clause
4.4.





2.1.1.
The financial charges comprise the interest of the external transaction, the
value of the corresponding income tax to the remittance of this interest abroad,
in relation only to the portion of the external transaction onlent to the
CLIENT, the onlending commission of UNIBANCO and the expenses with remittances
to the creditor abroad.





III
– FORMALIZATION AND RELEASE OF THE TRANSACTION





3.1. The
release of the funds will be made on the date, in the conditions and in the
value defined in the Preamble, in domestic currency corresponding to the value
in foreign currency.





3.1.1.
In the event of the release of fund being contracted on a date subsequent to the
issue of this Note, as stipulated in the Preamble, and if it is not defined
there, the value in domestic currency, it is hereby agreed that the respective
value will be verified by the conversion of the values in foreign currency,
based on the sale rate of the US dollar, with reference to the business day
immediately prior to the date of release of the funds to the CLIENT, disclosed
by the Central Bank of Brazil, through SISBACEN, transaction “PTAX 800”, option
5 – currency 220 or based on another rate, which officially substitutes it. If
the conversion parameter established herein fails to be disclosed by the Central
Bank of Brazil, the conversion of the value to be released to the CLIENT for its
equivalent in domestic currency (reais) shall occur (i) by the exchange rate
disclosed by the agency Reuters, at 11:00 AM, New York time, on a specific
screen referred to as “EFX=*, relative to the business day immediately prior to
the due date of the obligation; or, if this rate is not disclosed by Reuters,
(ii) by the average of the sale rates practiced by the market on the immediately
previous business day, (ii) by the average of the sale rates practiced by the
market, on the business day immediately prior to the date of release of the
funds to the CLIENT, average rate which will be obtained by UNIBANCO with, at
least, 03 (three) first class institutions authorized to operate in foreign
exchange and which are acting, on that date, in the market of free rates, in
volumes compatible with the amount contemplated in the release of this
Note.





3.2. In
the event of the release of funds being contracted on a subsequent date to the
issue of this Note and if to the date of effective release of the resources, any
modification occurs, whether legal or normative, which may, directly or
indirectly, modify any of the conditions defined herein, such modification will
be incorporated immediately to this Note, regardless of any notification or
formal act, UNIBANCO being released from any responsibility resulting from this
action.





3.3.
UNIBANCO, when necessary, to evidence effective release of the resources of the
loan and the amount of the balance due of the CLIENT’s obligations, resulting
from this Note, undertakes to issue a statement of the current account in which
were credited the resources in relation to the Loan, and, if necessary, the
calculation spreadsheet demonstrating the total amount of the obligations of the
CLIENT, resulting from this Note. Said statement and calculation spreadsheet,
after issued, will be attached to this Note, legally integrating it, and will
constitute sufficient evidence of the release of the funds and the amount of the
balance due of the CLIENT’s obligations.





*C04723CN0001473490101200803140030802*





2





3.4. For
all effects and purposes, they integrate this Note, in the Preamble stipulated
above, as well as in the statements and calculation spreadsheets issued by
UNIBANCO, pursuant to the terms of Clause 3.3 above.





IV
– PAYMENT





4.1. The
CLIENT shall pay to UNIBANCO, or to its order, by this counterpart of Note,
pursuant to the terms of Law 10.931/2004 (as altered), all the values due
covered by this Note, including, but not limited to, the principal due, all the
financial charges and other expenses, which shall be paid in the flow; in the
form and period defined in the Preamble and/or in this Note and/or attached
spreadsheets, as applicable.





4.1.1.
The eventual payment performed by the CLIENT by check, credit documents, payment
orders, including, but not limited to Credit Order Documents – DOC, or any other
mechanisms or payment instruments available in the market, including documents
cleared by the Central Agency of Clearance of Checks and Other Papers, which
shall be issued by it, will only be considered as effectively liquidated and/or
received by UNIBANCO when reverted into immediately available resources and, by
virtue thereof, charges shall accrue for the use of the resources by the CLIENT
in this period, which will be equal to the remuneration charges of this
Note.





4.1.2.
In the event of any maturity date of principal, financial charges, taxes or any
other values due covered by this Note, coinciding with national, municipal or
bank holidays, the CLIENT shall make the payment on the first subsequent
business day. In this event, the financial charges shall accrue to the date of
the effective payment.





4.2. In
the event of the form of liquidation defined in the Preamble be debit into
current account, the CLIENT hereby authorizes, irreversibly and irrevocably,
UNIBANCO, to debit into the current account defined in the Preamble, all the
values, whose payment or reimbursement is due to UNIBANCO, in the scope or for
purposes of this Note.





4.2.1.
For the purposes described in the heading of this Clause, the CLIENT undertakes
to maintain in said current account, sufficient and immediately available funds
for the effectuation of all the debits resulting from this Note.





4.2.2.
On the value, or portion of the value, to debit for which there are no funds
available in said current account, there shall accrue, from the due date of the
obligations of the CLIENT, the arrears charges contemplated in this
Note.





4.3.
Having in view that the resources restricted to this Note will be granted
through onlending by UNIBANCO of resources arising out of external funding in
foreign currency, it is established that the reimbursement of the value of the
principal and the payment of the charges accruing shall be made by the CLIENT
for the equivalent in domestic currency of the monetary provision expressed in
that foreign currency. In these conditions, the CLIENT will be subject to the
foreign exchange risk of the foreign currency resulting from this Transaction,
whatever the manner how this risk presents itself.





4.4. The
amounts in domestic currency corresponding to the reimbursement values of the
principal and the financial charges will be obtained, at each opportunity, by
the conversion of the values in foreign currency, based on the sale rate of the
US dollar relative to the business day immediately prior to the date of
reimbursement of the payment, disclosed by the Central Bank of Brazil, through
SISBACEN, transaction “PTAX 800”, option 5 – currency 220 or based on another
rate, which, officially substitutes it. If the conversion parameter established
herein is not disclosed by the Central Bank of Brazil, the conversion of the
amount due by the CLIENT for its equivalent, in domestic currency (reais) shall
occur (i) by the foreign exchange rate disclosed by the agency Reuters, at 11:00
AM, New York time, on the specific screen referred do as “EFX=”, relative to the
business day immediately prior to the maturity date of the obligation; or, if
this rate is not disclosed by Reuters; (ii) by the average of the sale rates
practiced by the market on the business day immediately prior to the date of
liquidation, average rate which will be obtained by UNIBANCO, with, at least, 03
(three) first class institutions, authorized to operate in foreign exchange,
which are acting, on that date, in the market of free rates, in volumes
compatible with the amount contemplated in the payment mentioned in this
Note.





*C04723CN0001473490101200803140030803*





3




V
– GUARANTEES





5.1. The
constitution of the additional guarantees, if thus agreed by the parties, will
be formalized by specific document(s), to be established by UNIBANCO, which will
constitute an integral and inseparable part of this Note.





5.2. At
the time of the default by the CLIENT, the guarantees effectively provided will
become due, immediately, regardless of notification, interpellation, summons or
any other judicial or extrajudicial form.





VI
– ENVIRONMENTAL LIABILITY





6.1.
CLIENT declares, irrevocably and irreversibly, that it knows and complies with
all the environmental rules covered by the Brazilian legislation, and that the
use of the values resulting from this Note will not imply violation of any of
said rules.





6.1.1.
The Parties hereby recognize that the CLIENT is subject to compliance with the
principles of the “Code of Ethics of TIM”, which provide that all the business
of CLIENT, including this Note, will be marked by respect: (i) for the
environment, including regarding the disposal of batteries, issue of pollutants,
recycling of waste (ii) safety and health rules in the workplace, (iii) honesty
and transparency for its partners, suppliers, contractors, the market and the
environmental bodies, (iv) to the interests of the company and the Parties,
above the individual interests of its employees, representatives and service
providers, which may not obtain for themselves or for another, information,
opportunities, business, advantages, gifts or benefits using the name and
reputation of the CLIENT or as a result of the performance of their activities.
The Code of Ethics of TIM is available on the website of TIM Participações S.A.
www.timpartri.com.br – Area: Corporate Governance; Code of Ethics) and filed at
its headquarters and in all of its establishments, at the disposal for public
consultation.





VII
– EARLY MATURITY





7.1.
UNIBANCO will have the right to consider this Note to have matured early and to
require from CLIENT, regardless of notification, the full payment, in a single
installment, of all the balance due hereof, according to Clause 3.3, including
with the enforceability of the guarantees constituted in the events contemplated
in the law, in the following events:





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





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





(c) if
the CLIENT has the title or responsibility or co-obligations in a superior
value, considered individually, to R$ 20,000,000.00 (twenty million reais), or
superior value,





*C04723CN0001473490101200803140030804*




4





considered
cumulatively, to R$ 60,000,000.00 (sixty million), duly protested or suffers
execution or seizure of without the specification in this respect being
requested by UNIBANCO has been presented by the CLIENT in the period, which has
been designated by UNIBANCO has been presented by the CLIENT, in the period
which has been designated or, the explanation having been presented or not, if
the same is not considered satisfactory by UNIBANCO;





(d) if
the CLIENT has its direct or indirect corporate
controltransferred to this parties or is incorporated, or there is
dissolution of the ISSUER, or there is merger or transfer, whether by split or
in any other way, of the operational assets to another entity;





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





(f) if
the CLIENT and/or any companies members of the economic Group of CLIENT,
including abroad, become insolvent, are declared bankrupt, are under judicial or
extrajudicial recovery requested or decreed.





(g)
change or alteration of the corporate purpose of the CLIENT, or of any
INTERVENING GUARANTOR(S), so as to alter the current principal activities of the
CLIENT, or of the respective INTERVENING GUARANTOR(S), or adds to these
activities new business, which prevail or may represent deviations in relation
to the activities currently developed;





(h) all
and any obligations assumed by the CLIENT, its subsidiaries, parent companies or
associated companies, with UNIBANCO or any subsidiary or associated company
thereof, from any contracts, terms or commitments, shall be due and punctually
settled in face of UNIBANCO.





VII
– INTEREST ON ARREARS





8.1. The
CLIENT shall legally incur in arrears, regardless of notice or notification of
any kind, if it fails to comply with any obligations derived from this Note, in
which case, automatically, it will be obliged to pay the sum due, converted, on
the date of the respective maturity, for its equivalent in domestic currency
(reais), as defined in Clause 4.4, accreted cumulatively of the following: (i)
arrears interest on the totality of the sums due, per day of delay, calculated
exponentially at the rate of 12% (twelve percent) per annum, based on a year of
360 running days; (ii) permanence commission, calculated per day of arrears,
according to the variation of the average weighted rate, adjusted from the
financing transactions for one day, hedged on public federal instruments and
processed in the Special Custody and Liquidation System (Selic) or in clearing
and liquidation chambers of assets, according to the committed transactions,
disclosed by the Central Bank of Brazil; and (iii) contractual fine of 2% (two
percent) of the sum due, accreted of arrears interest and permanence commission.
From the arrears of the CLIENT, the value due and overdue is released from
external funding.





8.1.1.
The accretions described in items (i) and (ii) of the heading of this clause
will be calculated and accrue from the beginning of the maturity of the
obligation until its effective and full payment to UNIBANCO.





8.2. If
UNIBANCO has to go to Court for an eventual default by CLIENT in this Note, the
CLIENT shall be obliged, also, to pay the legal costs of the proceedings and the
lawyers’ fees judicially established.





IX
– EARLY LIQUIDATION





9.1. If
the CLIENT has an interest in liquidating early, totally or partially, its
obligations resulting from this Note, it may do so. The parties hereby
pre-establish the adjustment in the value due by the CLIENT in the case of early
payment, which will be calculated according to section “b’, below, being accrued
or subtracted from the balance due in the terms of section “c”;





*C04723CN0001473490101200803140030805*




5





a) The
value of the interest due to the early payment will be calculated by the
application of all the charges, accruing pursuant to the terms of this Note, to
the date of early payment;





b)
UNIBANCO will perform the calculation of the present value of the payments,
representative of the interest falling due and of the principal not amortized,
from the due dates originally agreed, by the discount of this flow, having as a
basis the interest rate in force at the time of the early payment, for the same
transactions, whose credit rating is equivalent to the credit risk rating of
CLIENT, or, in the absence of these transactions, according to the rates of
investment of resources available to UNIBANCO, at the time of early payment. If
the present value of this flow is superior to the value of the principal not
amortized, the surplus difference will consist in the indemnity due by the
CLIENT to UNIBANCO;





c) The
balance due on the date of early payment shall consist in the principal not
amortized, accrued of the charges agreed in this Noted for the
period.





9.1.1.
It is previously agreed that in no event shall the restitution of any value paid
early by the CLIENT, as commission, or any charges and expenses, even if
partially or proportionally, it being established that the values whose payment
is pending shall be paid in advance for the early liquidation to take place as
contemplated here.





X
– TAXES, EXPENSES AND OTHER CHARGES





10.1
CLIENT shall bear with all the charges imputed to him accruing on this Note and
on the collection and performance of the guarantees restricted to it, such as:
i) foreign exchange variation; ii) interest and commission on onlending
stipulated herein; iii) income tax, when accruing, due for the payment of
interest and other expenses to the external creditor of UNIBANCO; iv) evaluation
and revaluation of goods or rights offered in guarantee; v) insurance premiums
and policy costs; vi) redemption or sale of the goods or rights given in
guarantee; vii) taxes of any nature and parafiscal contributions that accrue or
come to accrue on the principal and accessory transactions





contemplated
in this Note or on other guarantees, as well as all or any expense, even if not
mentioned here, resulting from this Note, which UNIBANCO is obliged to pay
for.





10.2. In
the event of noncompliance with any monetary obligations due by this Note,
CLIENT is obliged to pay IOF (Tax on Financial Transactions), pursuant to the
terms of the legislation applicable, accruing on such obligations due and not
paid, which will be calculated, based on the rate in force applicable to loan
transactions, from the maturity date of the obligation to the date of effective
payment.





10.3. By
virtue of the resources that come from the Transaction having origin in loans
borrowed by UNIBANCO abroad, if any legal or normative modification occurs,
which may, directly or indirectly: i) modify any of the conditions applicable to
this Note, including those in connection: with the remittance of currency
abroad, to the closing of foreign exchange contracts, and to the release of
funds currently lent, or ii) increase the costs of this transaction, including
those related to the release of funds lent, such modifications will be
automatically applicable to this Note, and all the costs, liens or charges,
which result from these modifications, especially those resulting from the
eventual imposition of compulsory collections on the resources with which this
transaction is provided, will be the responsibility of CLIENT.





10.4.
The amounts due by the CLIENT, pursuant to the terms of this clause, which are
not deducted from the funds delivered to it, at the time of release, will be
debited when due, from its current account, UNIBANCO being, for this,
irrevocably and irreversibly authorized to effect such debits.





XI
– TERM





*C04723CN0001473490101200803140030806*





6




11.1.
The effects of this instrument will retroact to 03/14/2008.





FINAL
PROVISIONS





11.1 All
the notices, notifications or communications which, according to this Note,
shall be made in writing, will be considered valid by sending a fax, telex,
telegram or by registered mail with confirmation of receipt sent to the
addresses of the parties indicated in the Preamble or to any other address
subsequently informed, in writing, by the addressee to the other
party.





11.2.
The CLIENT and the INTERVENING GUARANTOR(S) undertake to maintain UNIBANCO
informed about any alteration of address, e-mail, telephone and other data
referring to its location. If there is no updated information, all the letters
sent by UNIBANCO to the address existing in its records will be, for all legal
purposes, considered received.





11.3.
The CLIENT hereby authorizes UNIBANCO to send any information in connection
herewith by e-mail to be sent to the address informed in the
Preamble.





11.4.
The CLIENT and the INTERVENING PARTY(IES) GUARANTOR(S) hereby recognizes as
means of evidence of the debit and of the credit, resulting herefrom, the
statements, the issue notices or the collection notices issued by UNIBANCO, if
not verified in the maximum period of 10 (ten) days, counted from the date of
the respective issue.





11.5.
Tolerance by each of the parties in light of the noncompliance, by the other
party, with any of the obligations resulting from this Note, shall not
constitute novation, or even precedent, which, in any way, or for any purpose,
release the parties from effecting it, as well as the other obligations
resulting from this Note.





11.6.
Failure to exercise, by the parties, any of the rights guaranteed to them by
this Note and the Law, shall not constitute cause of alteration or contractual
novation and shall not impair the exercise of these rights at subsequent times
or in an identical subsequent occurrence.





11.7.
UNIBANCO is expressly authorized to include and consult the CLIENT information
and the information from the INTERVENING GUARANTOR(S) with the Central System of
Credit Risk of the Central Bank of Brazil.





11.8.
The parties establish that the information provided and the financial statements
presented by the CLIENT may be the purpose of disclosure to the companies
belonging to the same economic conglomerate as UNIBANCO.





11.9.
This Note is issued irrevocably and irreversibly, binding the parties and their
eventual successors at any title.





11.10
The competent bodies and government offices are authorized, irrevocably and
irreversibly, to perform all and any registrations necessary for full
effectiveness of this Note and of the guarantees created herein, the CLIENT
bears with all the costs and expenses resulting from this.





*C04723CN0001473490101200803140030807*




7





11.11.
Eventual tolerance by UNIBANCO, when any right or prerogative, which it holds,
by force of this Note, shall not lead to alteration or waiver of said rights or
prerogatives, which may be exercised, at any time.





11.12.
To settle any conflict arising out of the interpretation and/or execution of
this Note, the forum of the Judiciary District of the City of São Paulo, State
of São Paulo, is hereby elected, to the exclusion of any other, however
privileged. UNIBANCO may also choose the forum of any of its branches or of the
headquarters or domicile of the CLIENT or of the INTERVENING PARTY
GUARANTOR(S).





IN
WITNESS WHEREOF, the parties sign this Note in 04 (four) counterparts of equal
tenor and form, only one of them being negotiable for a single purpose, in the
presence of the undersigned witnesses.





São
Paulo, July 22, 2008





[signature]TIM
      CELULAR SACLIENTIN
      AGREEMENT








*C04723CN0001473490101200803140030808*




8






SPREADSHEET
ATTACHED TO THE NOTE/LOAN AGREEMENT BY ONLENDING OF RESOURCES IN FOREIGN
CURRENCY No. 1473490101





NAME OF
COMPANY: TIM CELULAR S.A.


INTEREST
RATE: ******1.500000 % p.a. BASE DATE: 07/22/2008





INDEXING
CURRENCY: COMMERCIAL DOLLAR





AMORTIZATION
                      (A)
                    INTEREST
                      (B)
                    COMMISSION
                      (C)
                    TOTAL
      VALUE PAYABLE (A+B+ C)
                    MATURITY
                    TOTAL
      PAYABLE ON BASE DATE******58,924.046.91
                    *****714,454.07
                    *****0.00
                    *****59,638,500.00
                    12/30/2008
                    *****101,212,500.01*****58,924,046.91
                    *****714,454.07
                    *****0.00
                    ******59,638,500.98
                    
                    *****101,212,500.01





EARLY
DEDUCTIONS





A
      – Commission
            R$  -
      0 – US$  - 0 –B-
      Registry Office
            R$C-
      Interest
            R$
      - 0 – US$    - 0 –TOTAL
            R$NET
      AMOUNT
            R$
      *****100,000,000.01





This
spreadsheet if an integral, inseparable and complementary part of the NOTE/LOAN
AGREEMENT BY ONLENDING OF FUNDS IN FOREIGN CURRENCY No. 1473490101 – Signed on
07/22/2008








TIM
      CELULAR SA
                        
                        Lúcia
      BenechisLuiz
      Alberto dos Santos
                        
                        Finance
      & TreasuryTIM-
      Finances & Treasury
                        
                        TIM
      CELULAR SA

















*C04723CN0001473490101200803140050101*






9