EXHIBIT
2.17




BANK
CREDIT NOTE No. 231010018
 
 CLIENT
                TIM
      CELULAR S.A.
              CNPJ/MF:
                04.206.050/0001-80Address:
                Av. Giovanni
      Gronchi, 7143 – Vila Andrade
              E-mail:City/State
                São
      Paulo/SP
              CEP:
                05724-005Branch:
                2263
              Current
      Account No.
                130.003.017ONLENDINGValue of the
      Principal in foreign currency:
                JPY
      2,977,431,072.47Date of
      Issue
                03.14.2008
              Term:
                364
      days
              Due
      Date:
                03.13.2009FINANCIAL
      CHARGES:
                Fixed
      interest at the rate of 1.00000% per annum, equivalent to 0.8333% per
      month, calculated linearly “pro rata temporis”, based on a year of 360
      (three hundred and sixty) running days.TARIFFS
      AND RATES
                TAC – Credit
      Facility Rate, in the amount of without effect to be
      paid as follows, without
      effect.RELEASE
      OF FUNDS:
                Date:
      03.14.2008
                Form:
                (  )
      Credit into current account held by the CLIENT in the BANK
                (X) TED/DOC
      (Electronic Transfer of Funds) in favor of CLIENT.
                
                Exchange rate
      for conversion of the Value of the Principal in Foreign
      Currency:
                (X) R$ 0.016793per JPY
      1,00
                according
      to conversion criteria stipulated at clause 3.1.1. herein
                
                Release
      amount: R$
      50,000,000.00PAYMENT
      FLOW:
                Principal:
      JPY 2,977,431,072.47,
      equivalent to R$ 50,000,000.00 on 03.13.2009
                
                Financial
      charges: on 03.13.2009,
      according to the table of financial chargesFORM
      OF LIQUIDATION
                Debit into
      the current account held by CLIENT
                X DOC/TED in
      favor of Banco Santander
      S.A. 033 Branch 001 – current account 996155831
                Others:GUARANTEES:
                Without
      effectINTERVENING
      PARTY GUARANTOR(S)Corporate
      name/Name
                without
      effect
                without
      effect
                without
      effect
                without
      effect
              Address
              City/State
              CNPJ/MF or
      CPF/MF
 
 
 
 
 
 
 By this Bank Credit
Note (“Note”),the
CLIENTappointed and
identified in the preamble above (“Preamble”) (“CLIENT”),irrevocably and
irreversibly, shall pay to Banco Santander S.A.,headquartered at Rua Amador Bueno, 474 – Santo Amaro, in the city of São
Paulo, State of São Paulo, CNPJ/MF No. 90.400.888/0001-42 (“CREDITOR”), or to its order,
on the dates, form and place of payment contemplated in this Note, the debt in
cash, established, agreed and enforceable, including the value of the principal
of the loan and interest, restatements and other charges and expenses stipulated
herein, upon the following clauses and conditions:
 
 I
– PURPOSE
 1.1. The CREDITOR hereby,
pursuant to the terms of this Note, grants to CLIENT a loan in the value and
in the conditions defined in the Preamble, by onlending of external funds,
raised based on Resolution No. 2770 of the National Monetary Council, for its
equivalent in national currency (“Transaction”).
 
 II
– FINANCIAL CHARGES
 2.1. There shall be
accrued on the value of the Transaction, in its expression in foreign currency,
from the date of release of the funds to the date(s) of the respective maturity
dates of this Note, the financial charges, according to the conditions defined
in the Preamble, which will be due for its equivalent in national currency, as
defined in Clause 4.4.
 
 2.1.1. The
financial charges comprise the interest of the external transaction, the value
of the income tax corresponding to the remittance of interests abroad, in
connection only with the portion of the transaction onlent to the CLIENT, the onlending
commission of the CREDITOR and expenses with
remittance to the creditor abroad.
 
 III
– FORMALIZATION AND RELEASE OF THE TRANSACTION
 3.1. The release of
funds will be made on the date, in the conditions and in the value defined in
the Preamble, in national currency corresponding to the value in foreign
currency.
 
 3.1.1. In the event
of the release of the funds being contracted on a date subsequent to the issue
of this Note, as stipulated in the Preamble, and if the value in domestic
currency is not defined, it is hereby agreed that the respective value will be
calculated by the conversion of the values in foreign currency based on the sale
rate of the Yen, with respect to the business day immediately prior to the date
of release of the funds to the CLIENT,published by the
Central Bank of Brazil, through SISBACEN, transaction “PTAX800”, option 5 –
currency 470 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 release to theCLIENTfor its equivalent in
domestic currency (reais) shall occur (i) by the exchange rate disclosed by the
Reuters branch, at 11:00 h, New York time, in the specific screen referred to as
“EFX=”, in relation to the business day immediately subsequent to the due date
of the obligation; or, if this rate is not disclosed by Reuters, (ii) by the
average of the sale rates adopted by the market on the business day immediately
prior to the date of release of the funds to the CLIENT, average rate which is
obtained by the CREDITOR, 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 the funds being contracted on a date subsequent to the issue
of this Note, and if to the effective date of release of the funds, any legal or
normative modification occurs, directly or indirectly, modifying any of the
conditions defined herein, such modification will be incorporated to this Note,
regardless of any notification or formal act, the CREDITOR being released from
any liability resulting from such fact.
 
 IV
- PAYMENT
 
 4.1. The CLIENT
shall pay to the CREDITOR, or to its order, by this counterpart of Note, issued
in the terms of Law 10.931/2004 (as altered), all the values due contemplated in
this note, but not limited to the principal due, financial charges, expenses,
tariffs and rates, which shall be paid in the flow, in the form and period
defined in the Preamble and/or in this Note, as applicable.
   2
  
 4.1.1. The eventual
payment performed by the CLIENT by check, credit documents, payment orders,
including, but not limited to the Credit Order Documents – DOC, or any other
mechanisms or payment instruments available in the market, including documents
cleared by the Check Clearance Center and Other Papers – which shall be under
its own issue, will only be considered as effectively liquidated and/or received
by the CREDITOR when reverted into immediately available funds, and, by virtue
of this, charges will occur for the use of the funds by 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 the principal, financial charges, taxes or any other
amounts due under this Note, coinciding with national, municipal or bank
holidays, the CLIENT
shall effect the payment on the first following business day. In this event, the
financial charges shall accrue to the date of the effective
payment.
 
 4.2. If the form of
liquidation, defined in the Preamble is a debit into current account, the CLIENT hereby authorizes,
irreversibly and irrevocably, theCREDITOR to debit into the
current account defined in the Preamble, all the values whose payment or
reimbursement is due to the CREDITOR in the scope or by
effect of this Note.
 
 4.2.1 For the
purposes described in this clause heading, the CLIENT undertakes to keep in the
said current account, enough funds and immediately available for the performance
of all debits arising from this Note.
 
 4.2.2. On the
value, or portion of value, to debit for which there were no funds available in
said current account, from the date of the maturity of the obligations of the
CLIENT, the financial
charges contemplated in this Note shall accrue.
 
 4.3. Having in view
that the resources restricted to this Note will be granted through onlending by
the CREDITOR of funds
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 CLIENTfor the equivalent in
domestic foreign currency of a monetary provision expressed in that currency. In
these conditions, the CLIENT will be subject to the
foreign currency exchange risk resulting from this Transaction, whatever the
manner this risk is presented.
 
 4.4. The amounts in
national currency, corresponding to the reimbursement values of principal and
financial charges will be obtained, on each occasion, by the conversion of the
values in foreign currency based on the sale rate of the Yen relating to the
date immediately prior to the date of reimbursement or of the payment, disclosed
by the Central Bank of Brazil, through SISBACEN, transaction “PTAX800”, option 5
– currency 470 or based on another rate, which officially substitutes it. If the
parameter of conversion established herein fails to be disclosed by the Central
Bank of Brazil, the conversion of the value due by the CLIENT for its equivalent
in national currency (reais) shall occur (i) by the foreign exchange rate
disclosed by Reuters agency, at 11:00 h, New York time, in the specific screen
referred to as “EFX=”, in connection with 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 business
day immediately prior to the liquidation date, average rate, which will be
obtained by the CREDITOR, with, at least 03 (three) first class international
institutions authorized to operate in foreign exchange and which are acting, on
that date, in the free rates market, in compatible volumes with the amount
contemplated in the payment mentioned in this Note.
 
 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 the CREDITOR, or
which will constitute an integral and inseparable part of this
Note.
 
 5.2. At the time of
payment by the CLIENT, the guarantees effectively provided, regardless of
notification, appeal, service of process or any other judicial or extrajudicial
formality shall be enforceable, immediately.
 
 VI
– ENVIRONMENTAL LIABILITY
 
 6.1. The CLIENT
declares, irrevocably and irreversibly, that it knows and complies with all the
environmental rules contemplated in the Brazilian legislation and that its use
of the values resulting from this Clause shall not lead to violation of any of
these rules.
   3
 
 6.1.1. The Parties
hereby recognize that the CLIENT is subject to compliance with the principles of
the “Tim‘s Code of Ethics”, which provide that all the business of the CLIENT, including this Note,
will be marked by respect to: (i) the environment, including regarding the
disposal of batteries, emission of pollutants, recycling of wastes; (ii) safety
and health rules in the business locations, (iii) honesty and transparency to
its partners, suppliers, contractors, the market and governmental bodies, (iv)
the interests of the company and of the Parties, above 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 exercise of their activities. TIM’s Code of Ethics 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. The CREDITOR will be entitled to
consider this Note as due early and require from the CLIENT, regardless of
notification, full payment in a single installment of the entire balance due
resulting from this, including with the enforceability of the guarantees in the
events contemplated by law, in the following events:
 
 (a) if the CLIENT incurs in arrears in
relation to any obligations which must be complied by it as a result of this
Note;
 
 (b) if the CLIENT violates or does not
comply, as a whole or in part, with any clause or condition of this Note and 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 an instrument of
its responsibility or co-obligation in a value superior to R$ 20,000,000.00
(twenty million), duly protested or undergoes execution or seizure of the goods
without the explanation in this respect requested by the CREDITOR having been presented
by the CLIENT in the
period designated or the explanation having been presented, if the same is not
considered satisfactory by the CREDITOR.
 
 (d) if the CLIENT has its direct or
indirect controlling interest transferred to a third party or is incorporated or
if the merger, or transfer, occurs, whether by split or any other way of the
operating assets to another entity without the CREDITOR, at its sole
discretion, having formally manifested in the period of 5 (five) days counted
from the date of the respective corporate act its decision of not maintaining
this Note in force.
 (e) if the CLIENT defaults on its
obligations and/or does not liquidate, in the respective maturity, debit of its
responsibility resulting from the other contracts or discounts entered into with
the CREDITORand/or any
companies, directly or indirectly associated, controlling or controlled by the
CREDITOR, including
abroad, and/or the termination of the respective documents occurs, by fault of
the CLIENT.
 
 (f) change or
alteration of the corporate purpose of the CLIENT, or of any INTERVENING GUARANTOR(S), so
as to alter their current main activities of the CLIENT, or of the respective
INTERVENING PARTY
GUARANTOR(S), or to add to these activities new business, which have
prevalence or may represent diversions in relation to the activities currently
developed.
 
 (g) Change or
alteration of the CLIENT’S corporate purpose, or of any INTERVENING
GUARANTOR(S), so that it changes the current main activities of the CLIENT, or
of the respective INTERVENING GUARANTOR(S), or that adds to these activities new
business which prevails or may represent deviations in relation to the currently
developed activities.
 
 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 obligation derived from this Note, in which case,
automatically, it will be obliged to pay the amount due, converted, on the date
of the respective maturity, for its equivalent in domestic currency (reais), as
defined in Clause 4.4., plus cumulatively the following: (i) interest on arrears
on the total of the values 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 delay, according to the
variation of the average weighted rate and adjusted of finance transactions for
one day, hedged on public federal instruments and processed in the Special
Liquidation and Custody System (Selic) or in chambers for clearing and
liquidation of assets, in the form of committed transactions, disclosed by the
Central Bank of Brazil; and (iii) contractual fine of 2% (two percent) of the
value due, plus arrears interest and permanence commission. From the arrears of
CLIENT, the operation is
released from external funding.
   4
 
 8.1.1.The accruals described
in items (i) and (ii) of the heading of this Clauses shall be calculated and
accrued from the maturity of the obligation until its effective and full payment
to the CREDITOR.
 
 8.2. If the CREDITOR has to go to Court
due to an eventual default by the CLIENT on this Note, the CLIENT will be obliged, also,
to pay the court fees of the proceedings and lawyers’ fees set
judicially.
 
 IX
– EARLY LIQUIDATION
 
 9.1. If the CLIENT has an interest in
liquidating early, totally or partially, its obligations resulting from this
Note, he may do so, provided that they agree with the conditions of such
liquidation, satisfactorily to theCREDITORand to theCLIENT.
 
 9.1.1 It is
previously agreed that under no case the reimbursement of any amount paid as
early liquidation by the CLIENT shall be due as commission, rate or tariff, even
if partial or proportionally, and the amounts which payment are pending shall be
paid in advance so that the early liquidation occurs as provided
herein.
 
 X
– TAXES, EXPENSES AND OTHER CHARGES
 
 10.1 The following
will be at the account of and imputable to CLIENT: (I) All the taxes present and
future, which, according to the law, are under its responsibility; (ii) all the
expenses related to and/or resulting from this Note, including, but not limited
to expenses with public registry offices and any other extrajudicial expenses,
which the CREDITOR has
to incur for the collection and/or safety of this Note; (iii) all the tariffs
and rates contemplated in the Preamble; and (iv) any other liens and charges
that are borne by the CREDITOR related and/or
resulting from this Note.
 
 10.1.1. All the
payments due by the CLIENT contemplated in this Clause shall be paid by CLIENT
within 10 (ten) business days counted from issue by the CREDITOR, of the
respective debit notice, which will occur by one of the vehicles of
communication contemplated in this Note.
 
 10.2. In the event
of noncompliance with any monetary obligations due by this Note, theCLIENT is obliged to pay IOF
accruing on such obligations due and not paid, which will be calculated, based
on the rate in force applicable to loan transactions, from the date of the
maturity of the obligation until the date of the effective payment.
 
 XI
– 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 the remittance of fax, telex,
telegram or through registered mail, with confirmation of receipt, sent to the
addresses of the parties indicated in the Preamble, or to any other address
subsequently communicated, in writing, by the senders and the other
party.
 
 11.2. The CLIENT and the INTERVENING PARTY GUARANTOR(S)
undertake to maintain the CREDITOR informed about any
alteration of address, e-mail, electronic address, telephone and other data
relative to its location. If there is no updated information, all the
correspondence maintained by the CREDITOR at the existing address in its records
will be, for all legal effects, considered received.
 
 11.3. The CLIENT hereby authorizes the
CREDITOR to send any
information pertaining hereto by e-mail to be sent to the address informed in
the Preamble.
 
 11.4 The CLIENT and the INTERVENING PARTY GUARANTOR(S)
recognize hereby as means of evidence of the debit and credit resulting hereof,
the statements, the issue notices or the collection notices issued by the CREDITOR, if not challenged in
the maximum period of 10 (ten) days, counted from the date of the respective
issue.
 
 11.5   Tolerance
by one of the parties as regards 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 releases the parties to effect
them, as well as the other obligations resulting from this Note.
 
 11.6. Failure to
exercise, by the parties, any of the rights assured to them by this Note and the
Law, shall not constitute the cause of alteration or novation and will not
impair the exercise of these rights at subsequent times or in identical
subsequent occurrence.
   5
 
 11.7. The CREDITOR is expressly
authorized to include and consult the information of CLIENT and of theINTERVENING GUARANTOR(S)with
the Central System of Credit Rating Information of the Central Bank of
Brazil.
 
 11.8. The parties
provide 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 of the CREDITOR.
 
 11.9. This Note is
issued irrevocably and irreversibly, binding the parties and their eventual
successors at any title.
 
 11.10. To settle
any conflict in connection with the interpretation and/or execution of this
Note, the venue of the Judiciary District of the City of São Paulo is hereby
elected, to the exclusion of any other, however privileged it may be, the CREDITOR may further choose
the venue of any of its branches or of the headquarters or domicile ofCLIENT or of the INTERVENING
GUARANTOR(S).
 
 IN WITNESS WHEREOF,
the parties sign this Note in 02 (two) 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,
      March 14, 2008AGREED:[signature]
                
                [signature]TIM CELULAR
      S.A.
                
                Banco
      Santander S.A.Gianandrea
      Castelli Rivolta,Administration
      Officer,Finances
      & Control.INTERVENING
      GUARANTOR(S)
                
                The persons
      identified below attend hereby Consenting Intervening Party(ies)
      pursuant to the terms of Article 1.647 of the Civil Code.without
      effect
                
                without
      effectwithout
      effect
                
                without
      effectwithout
      effect
                
                without
      effectwithout
      effect
                
                without
      effect
  
 6
 
 Private
instrument of Adhesion to the Protection System Against Financial Risks –
SPR
  Instrument of
      Negotiation    No. 97223
                Date of
      Transaction:
                03/14/2008Identification
                  BANCO
      SANTANDER S.A.
                  R AMADOR
      BUENO 474
                  04752901 SÃO
      PAULO SP
                  090.400.888/0001-42Client

                  TIM CELULAR
      S.A.
                  AV. GIOVANNI
      GRONCHI, 7143 VILA ANDRADE
                  05724-05SÃO PAULO –
      SP
                    004.206.050/0001-80Contract
      Specification
 Contract
      No.
              Type
              Start
      Date
              Maturity
              Term
              Principal
              Currency1216246
              CDI x
      JPYBRL
              03.14.2008
              03.13.2009
              364
              50,000,000.00
              BRLRules of
      ContractIndexer
              
              Value
      of Indexer
              % Indexer
              % Rate
      (p.a.)Assets-
      Institution:
              CDI
              
              0.00000000
              115.00
              0.0000Assets-
      Client:
              JPYBRL
              
              0.01679300
              100.00
              1.0000Observations
                Form of
      Financial Liquidation:
                Custody
      Location: CETIP
                Registration
      No.:
 This Negotiation
Note is an inseparable and complementary part of the Private Instrument of
Adhesion to the Protection System against Financial Risks – SPR, executed by the
parties, according to Law No. 10.892/04 and complementary rules, the
transactions executed from 10.01.04 will be net of the Investment Account,
except for the performances adjusted in liquidation.
 The
JPYBRL indexer refers to BRLJPY Bacen
 
   [signatures]BANCO SANTANDER
      S.A.
              
              TIM CELULAR
      S.A.Gianandrea
      Castelli Rivolta &
                Mario Cesar
      Pereira de Araujo
                Administration
      Officer, Finance & Control and President, respectively
  
 7
 
 
 
 BANK
CREDIT NOTE No. 231009958
 
 CLIENT
                TIM
      CELULAR S.A.
              CNPJ/MF:
                04.206.050/0001-80Address:
                Av. Giovanni
      Gronchi, 7143 – Vila Andrade
              E-mail:City/State
                São
      Paulo/SP
              CEP:
                05724-005Branch:
                2263
              Current
      Account No.
                130.003.017ONLENDINGValue of the
      Principal in foreign currency:
                JPY
      5,954,862,144.34Date of
      Issue
                03.14.2008
              Term:
                364
      days
              Due
      Date:
                03.13.2009FINANCIAL
      CHARGES:
                Fixed
      interest at the rate of 1.00000% per annum, equivalent to 0.8333% per
      month, calculated linearly “pro rata temporis”, based on a year of 360
      (three hundred and sixty) running days.TARIFFS
      AND RATES
                TAC –
      Facility Rate, in the amount of without effect to be
      paid as follows, without
      effect.RELEASE
      OF FUNDS:
                Date:
      03.14.2008
                Form:
                (  )
      Credit into current account held by the CLIENT in the BANK
                (X) TED/DOC
      (Electronic Transfer of Funds) in favor of CLIENT.
                
                Exchange rate
      for conversion of the Value of the Principal in Foreign
      Currency:
                (X) R$ 0.016793per JPY
      1,00
                according
      to conversion criteria stipulated at clause 3.1.1. herein
                
                Release
      amount: R$
      100,000,000.00PAYMENT
      FLOW:
                Principal:
      JPY 5,954,862,144.34,
      equivalent to R$ 100,000,000.00 on 03.13.2009
                
                Financial
      charges: on 03.13.2009,
      according to the table of financial chargesFORM
      OF LIQUIDATION
                Debit into
      the current account held by CLIENT
                X DOC/TED in
      favor of Banco Santander
      S.A. 033 Branch 001 – current account 996155831
                Others:GUARANTEES:
                Without
      effectINTERVENING
      PARTY GUARANTOR(S)Corporate
      name/Name
                without
      effect
                without
      effect
                without
      effect
                without
      effect
              Address
              City/State
              CNPJ/MF or
      CPF/MF
 
 
 8
 
 
 
 By this Bank Credit
Note (“Note”),the
CLIENTappointed and
identified in the preamble above (“Preamble”) (“CLIENT”),irrevocably and
irreversibly, shall pay to Banco Santander S.A.,headquartered at Rua Amador Bueno, 474 – Santo Amaro, in the city of São
Paulo, State of São Paulo, CNPJ/MF No. 90.400.888/0001-42 (“CREDITOR”), or to its order,
on the dates, form and place of payment contemplated in this Note, the debt in
cash, established, agreed and enforceable, including the value of the principal
of the loan and interest, restatements and other charges and expenses stipulated
herein, upon the following clauses and conditions:
 
 I
– PURPOSE
 1.1. The CREDITOR hereby,
pursuant to the terms of this Note, grants to CLIENT a loan in the value and
in the conditions defined in the Preamble, by onlending of external funds,
raised based on Resolution No. 2770 of the National Monetary Council, for its
equivalent in domestic currency (“Transaction”).
 
 II
– FINANCIAL CHARGES
 2.1. There shall
accrue on the value of the Transaction, in its expression in foreign currency,
from the date of release of the funds to the date(s) of the respective maturity
of this Note, the financial charges, according to the conditions defined in the
Preamble, 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 income tax corresponding to the remittance of interest abroad, in
connection only with the portion of the transaction onlent to the CLIENT, the onlending
commission of the CREDITOR and expenses with
remittance 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 being contracted of the funds on a date subsequent to the issue
of this Note, as stipulated in the Preamble, and if the value in domestic
currency is not defined, it is hereby agreed that the respective value will be
calculated by the conversion of the values in foreign currency based on the sale
rate of the Yen, with respect to the business day immediately prior to the date
of release of the funds to the CLIENT,published by the
Central Bank of Brazil, through SISBACEN, transaction “PTAX800”, option 5 –
currency 470 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 release to theCLIENTfor its equivalent in
domestic currency (reais) shall occur (i) by the exchange rate disclosed by the
Reuters branch, at 11:00 h, New York time, in the specific screen referred to as
“EFX=”, in relation to the business day immediately subsequent to the due date
of the obligation; or, if this rate is not disclosed by Reuters, (ii) by the
average of the sale rates adopted by the market on the business day immediately
prior to the date of release of the funds to the CLIENT, average rate which is
obtained by the CREDITOR, 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 the funds being contracted on a date subsequent to the issue
of this Note, and if to the effective date of release of the funds, any legal or
normative modification occurs, directly or indirectly, modifying any of the
conditions defined herein, such modification will be incorporated to this Note,
regardless of any notification or formal act, the CREDITOR being released from
any liability resulting from such fact.
 
 IV
- PAYMENT
 
 4.1. The CLIENT
shall pay to the CREDITOR, or to its order, by this counterpart of Note, issued
in the terms of Law 10.931/2004 (as altered), all the values due contemplated in
this note, but not limited to the principal due, financial charges, expenses,
tariffs and rates, which shall be paid in the flow, in the form and period
defined in the Preamble and/or in this Note, as applicable.
   9
 
 4.1.1. The eventual
payment performed by the CLIENT by check, credit documents, payment orders,
including, but not limited to the Credit Order Documents – DOC, or any other
mechanisms or payment instruments available in the market, including documents
cleared by the Check Clearance Center and Other Papers – which shall be under
its own issue, will only be considered as effectively liquidated and/or received
by the CREDITOR when reverted into immediately available funds, and, by virtue
of this, charges will occur for the use of the funds by 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 the principal, financial charges, taxes or any other
amounts due under this Note, coinciding with national, municipal or bank
holidays, the CLIENT
shall effect the payment on the first following 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 being a debit in the current
account, the CLIENT
hereby authorizes, irreversibly and irrevocably, theCREDITOR to debit into the
current account defined in the Preamble, all the values whose payment or
reimbursement is sue to the CREDITOR in the scope or by
effect of this Note.
 
 4.2.1 For the
purposes described in this clause heading, the CLIENT undertakes to keep in the
said current account, enough funds and immediately available for the performance
of all debits arising from this Note.
 
 
 4.2.2. On the
value, or portion of value, to debit for which there were no funds available in
said current account, from the date of the maturity of the obligations of the
CLIENT, the financial
charges contemplated in this Note shall accrue.
 
 4.3. Having in view
that the resources restricted to this Note will be granted through onlending by
the CREDITOR of funds
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 CLIENTfor the equivalent in
national currency of a monetary provision expressed in that currency. In these
conditions, the CLIENT
will be subject to the foreign exchange risk resulting from this Transaction,
whatever the manner this risk is presented.
 
 4.4. The amounts in
national currency, corresponding to the reimbursement values of principal and
financial charges will be obtained, on each occasion, by the conversion of the
values in foreign currency based on the sale rate of the Yen relating to the
date immediately prior to the date of reimbursement or of the payment, disclosed
by the Central Bank of Brazil, through SISBACEN, transaction “PTAX800”, option 5
– currency 470 or based on another rate, which officially substitutes it. If the
parameter of conversion established herein fails to be disclosed by the Central
Bank of Brazil, the conversion of the value due by the CLIENT for its equivalent
in national currency (reais) shall occur (i) by the foreign exchange rate
disclosed by the agency Reuters, at 11:00 h, New York time, in the specific
screen referred to as “EFX=”, in connection with 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
business day immediately prior to the liquidation date, average rate, which will
be obtained by the CREDITOR, with, at least 03 (three) first class international
institutions authorized to operate in foreign exchange and which are acting, on
that date, in the free rates market, in volumes compatible with the amount
contemplated in the payment mentioned in this Note.
 
 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 the CREDITOR, or
which will constitute an integral and inseparable part of this
Note.
 
 5.2. At the time of
payment by the CLIENT, the guarantees effectively provided, regardless of
notification, interpellation, citation or any other judicial or extrajudicial
formality shall be enforceable, immediately.
 
 VI
– ENVIRONMENTAL LIABILITY
 
 6.1. The CLIENT
declares, irrevocably and irreversibly, that it knows and complies with all the
environmental rules contemplated in the Brazilian legislation and that its use
of the values resulting from this Clause shall not lead to violation of any of
these rules.
   10
 
 6.1.1. The Parties
hereby recognize that the CLIENT is subject to compliance with the principles of
the “Tim’s Code of Ethics”, which provide that all the business of the CLIENT, including this Note,
will be marked by respect: (i) the environment, including regarding the disposal
of batteries, emission of pollutants, recycling of wastes; (ii) safety and
health rules in the business locations, (iii) honesty and transparency to its
partners, suppliers, contractors, the market and governmental bodies, (iv) the
interests of the company and of the Parties, above 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 exercise of their activities. The TIM’s Code of Ethics 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. The CREDITOR will be entitled to
consider this Note as due early and require from the CLIENT, regardless of
notification, full payment in a single installment of the entire balance due
resulting from this, including with the enforceability of the guarantees in the
events contemplated by law, in the following events:
 
 (a) if the CLIENT incurs in arrears in
relation to any obligations which must be complied by it as a result of this
Note;
 
 (b) if the CLIENT violates or does not
comply, as a whole or in part, with any clause or condition of this Note and 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 an instrument of
its responsibility or co-obligation in a value superior to R$ 20,000,000.00
(twenty million), duly protested or undergoes execution or seizure of the goods
without the explanation in this respect requested by the CREDITOR having been presented
by the CLIENT in the
period designated or the explanation having been presented, if the same is not
considered satisfactory by the CREDITOR.
 
 (d) if the CLIENT has its direct or
indirect controlling interest transferred to a third party or is incorporated or
if the merger, or transfer, occurs, whether by split or any other way of the
operating assets to another entity without the CREDITOR, at its sole
discretion, having formally manifested in the period of 5 (five) days counted
from the date of the respective corporate act its decision of not maintaining
this Note in force.
 (e) if the CLIENT defaults on its
obligations and/or does not liquidate, in the respective maturity, debit of its
responsibility resulting from the other contracts or discounts entered into with
the CREDITORand/or any
companies, directly or indirectly associated, controlling or controlled by the
CREDITOR, including
abroad, and/or the termination of the respective documents occurs, by fault of
the CLIENT.
 
 (f) change or
alteration of the corporate purpose of the CLIENT, or of any INTERVENING GUARANTOR(S), so
as to alter their current main activities of the CLIENT, or of the respective
INTERVENING PARTY
GUARANTOR(S), or to add to these activities new business, which have
prevalence or may represent diversions in relation to the activities currently
developed.
 
 (g) Change or
alteration of the CLIENT’S corporate purpose, or of any INTERVENING
GUARANTOR(S), so that it changes the current main activities of the CLIENT, or
of the respective INTERVENING GUARANTOR(S), or that adds to these activities new
business which prevails or may represent deviations in relation to the currently
developed activities.
 
 
 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 obligation derived from this Note, in which case,
automatically, it will be obliged to pay the amount due, converted, on the date
of the respective maturity, for its equivalent in domestic currency (reais), as
defined in Clause 4.4., plus cumulatively the following: (i) arrears interest on
the total of the values 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 delay, according to the
variation of the average weighted rate and adjusted of finance transactions for
one day, hedged on public federal instruments and processed in the Special
Liquidation and Custody System (Selic) or in chambers for clearing and
liquidation of assets, in the form of committed transactions, disclosed by the
Central Bank of Brazil; and (iii) contractual fine of 2% (two percent) of the
value due, plus interest on arrears and permanence commission. From the arrears
of CLIENT, the operation
is released from external funding.
   11
 
 8.1.1.The accruals described
in items (i) and (ii) of the heading of this Clauses shall be calculated and
accrued from the maturity of the obligation until its effective and full payment
to the CREDITOR.
 
 8.2. If the CREDITOR has to go to Court
due to an eventual default by the CLIENT on this Note, the CLIENT will be obliged, also,
to pay the court fees of the proceedings and lawyers’ fees set
judicially.
 
 IX
– EARLY LIQUIDATION
 
 9.1. If the CLIENT has an interest in
liquidating early, totally or partially, its obligations resulting from this
Note, he may do so, provided that they agree with the conditions of such
liquidation, satisfactorily to theCREDITORand to theCLIENT.
 
 9.1.1 It is
previously agreed that under no case the reimbursement of any amount paid as
early liquidation by the CLIENT shall be due as commission, rate or tariff, even
if partial or proportionally, and the amounts which payment are pending shall be
paid in advance so that the early liquidation occurs as provided
herein.
 .
 
 X
– TAXES, EXPENSES AND OTHER CHARGES
 
 10.1 The following
will be at the account of and imputable to CLIENT: (I) All the taxes present and
future, which, according to the law, are under its responsibility; (ii) all the
expenses related to and/or resulting from this Note, including, but not limited
to expenses with public registry offices and any other extrajudicial expenses,
which the CREDITOR has
to incur for the collection and/or safety of this Note; (iii) all the tariffs
and rates contemplated in the Preamble; and (iv) any other liens and charges
that are borne by the CREDITOR related and/or
resulting from this Note.
 
 10.1.1. All the
payments due by the CLIENT contemplated in this Clause shall be paid by CLIENT
within 10 (ten) business days counted from issue by the CREDITOR, of the
respective debit notice, which will occur by one of the vehicles of
communication contemplated in this Note.
 
 10.2. In the event
of noncompliance with any monetary obligations due by this Note, theCLIENT is obliged to pay IOF
accruing on such obligations due and not paid, which will be calculated, based
on the rate in force applicable to loan transactions, from the date of the
maturity of the obligation until the date of the effective payment.
 
 XI
– 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 the remittance of fax, telex,
telegram or through registered mail, with confirmation of receipt, sent to the
addresses of the parties indicated in the Preamble, or to any other address
subsequently communicated, in writing, by the senders and the other
party.
 
 11.2. The CLIENT and the INTERVENING PARTY GUARANTOR(S)
undertake to maintain the CREDITOR informed about any
alteration of address, e-mail, electronic address, telephone and other data
relative to its location. If there is no updated information, all the
correspondence maintained by the CREDITOR at the existing address in its records
will be, for all legal effects, considered received.
 
 11.3. The CLIENT hereby authorizes the
CREDITOR to send any
information pertaining hereto by e-mail to be sent to the address informed in
the Preamble.
 
 11.4 The CLIENT and the INTERVENING PARTY GUARANTOR(S)
recognize hereby as means of evidence of the debit and credit resulting hereof,
the statements, the issue notices or the collection notices issued by the CREDITOR, if not challenged in
the maximum period of 10 (ten) days, counted from the date of the respective
issue.
 
 11.5   Tolerance
by one of the parties as regards 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 releases the parties to effect
them, as well as the other obligations resulting from this Note.
 
 11.6. Failure to
exercise, by the parties, any of the rights assured to them by this Note and the
Law, shall not constitute the cause of alteration or novation and will not
impair the exercise of these rights at subsequent times or in identical
subsequent occurrence.
   12
 
 11.7. The CREDITOR is expressly
authorized to include and consult the information of CLIENT and of theINTERVENING GUARANTOR(S)with
the Central System of Credit Rating Information of the Central Bank of
Brazil.
 
 11.8. The parties
provide 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 of the CREDITOR.
 
 11.9. This Note is
issued irrevocably and irreversibly, binding the parties and their eventual
successors at any title.
 
 11.10. To settle
any conflict in connection with the interpretation and/or execution of this
Note, the venue of the Judiciary District of the City of São Paulo is hereby
elected, to the exclusion of any other, however privileged it may be, the CREDITOR may further choose
the venue of any of its branches or of the headquarters or domicile ofCLIENT or of the INTERVENING
GUARANTOR(S).
 
 IN WITNESS WHEREOF,
the parties sign this Note in 02 (two) 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,
      March 14, 2008AGREED:[signature]
                
                [signature]TIM CELULAR
      S.A.
                
                Banco
      Santander S.A.Gianandrea
      Castelli Rivolta,Administration
      Officer,Finances
      & Control.INTERVENING
      GUARANTOR(S)
                
                The persons
      identified below attend hereby Consenting Intervening Party(ies)
      pursuant to the terms of Article 1.647 of the Civil
      Code.without
      effect
                
                without
      effectwithout
      effect
                
                without
      effectwithout
      effect
                
                without
      effectwithout
      effect
                
                without
      effect
 
 13
 
  
 Private
instrument of Adhesion to the Protection System Against Financial Risks –
SPR
 
  Instrument of
      Negotiation    No. 97220
              Date of
      Transaction:
              03/14/2008Identification
                    BANCO
      SANTANDER S.A.
                    R AMADOR
      BUENO 474
                    04752901                      SÃO
      PAULO SP
              
              090.400.888/0001-42Client
                TIM CELULAR
      S.A.
                AV. GIOVANNI
      GRONCHI, 7143
                05724-06SÃO PAULO –
      SP
              VILA ANDRADE
              004.206.050/0001-80
 Contract
Specification
 
 Contract
      No.
              Type
              Start
      Date
              Maturity
              Term
              Principal
              Currency1216244
              CDI x
      JPYBRL
              03.14.2008
              03.13.2009
              364
              100,000,000.00
              BRLRules of
      ContractIndexer
              
              Value
      of Indexer
              % Indexer
              % Rate
      (p.a.)Assets-
      Institution:
              CDI
              
              0.000000
              110.50
              0.0000Assets-
      Client:
              JPYBRL
              
              0.016793
              100.00
              1.0000Observations
                Form of
      Financial Liquidation:
                Custody
      Location:  CETIP
                Registration
      No.:  08C07461
 This Negotiation
Note is an inseparable and complementary part of the Private Instrument of
Adhesion to the Protection System against Financial Risks – SPR, executed by the
parties, according to Law No. 10.892/04 and complementary rules, the
transactions executed from 10.01.04 will be net of the Investment Account,
except for the performances adjusted in liquidation.
 The
JPYBRL indexer refers to BRLJPY Bacen
 
 
 
 
 [signatures]BANCO SANTANDER
      S.A.
                
                TIM CELULAR
      S.A.Gianandrea
      Castelli Rivolta &
                    Mario Cesar
      Pereira de Araujo
                    Administration
      Officer, Finance & Control and President,
      respectively
 
 14
 
   BANK
CREDIT NOTE No. 231009098
 
 CLIENT
                TIM
      CELULAR S.A.
              CNPJ/MF:
                04.206.050/0001-80Address:
                Av. Giovanni
      Gronchi, 7143 – Vila Andrade
              E-mail:City/State
                São
      Paulo/SP
              CEP:
                05724-005Branch:
                2263
              Current
      Account No.
                130.003.017ONLENDINGValue of the
      Principal in foreign currency:
                JPY
      9,231,905,465.29Date of
      Issue
                03.05.2008
              Term:
                362
      days
              Due
      Date:
                03.02.2009FINANCIAL
      CHARGES:
                Fixed
      interest at the rate of 1.00000% per annum, equivalent to 0.8333% per
      month, calculated linearly “pro rata temporis”, based on a year of 360
      (three hundred and sixty) running days.TARIFFS
      AND RATES
                TAC –
      Facility Rate, in the amount of without effect to be
      paid as follows, without
      effect.RELEASE
      OF FUNDS:
                Date:
      03.14.2008
                Form:
                (  )
      Credit into current account held by the CLIENT in the BANK
                (X) TED/DOC
      (Electronic Transfer of Funds) in favor of CLIENT.
                
                Exchange rate
      for conversion of the Value of the Principal in Foreign
      Currency:
                (X) R$ 0.016248per JPY
      1,00
                according
      to conversion criteria stipulated at clause 3.1.1. herein
                
                Release
      amount: R$
      150,000,000.00PAYMENT
      FLOW:
                Principal:
      JPY 9,231,905,465.29,
      equivalent to R$ 150,000,000.00 on 03.02.2009
                
                Financial
      charges: on 03.02.2009,
      according to the table of financial chargesFORM
      OF LIQUIDATION
                Debit into
      the current account held by CLIENT
                X DOC/TED in
      favor of Banco Santander
      S.A. 033 Branch 001 – current account 996155831
                Others:GUARANTEES:
                Without
      effectINTERVENING
      PARTY GUARANTOR(S)Corporate
      name/Name
                without
      effect
                without
      effect
                without
      effect
                without
      effect
              Address
              City/State
              CNPJ/MF or
      CPF/MF
 
 
 
 15
 
 
 By this Bank Credit
Note (“Note”),the
CLIENTappointed and
identified in the preamble above (“Preamble”) (“CLIENT”),irrevocably and
irreversibly, shall pay to Banco Santander S.A.,headquartered at Rua Amador Bueno, 474 – Santo Amaro, in the city of São
Paulo, State of São Paulo, CNPJ/MF No. 90.400.888/0001-42 (“CREDITOR”), or to its order,
on the dates, form and place of payment contemplated in this Note, the debt in
cash, established, agreed and enforceable, including the value of the principal
of the loan and interest, restatements and other charges and expenses stipulated
herein, upon the following clauses and conditions:
 
 I
– PURPOSE
 1.1. The CREDITOR hereby,
pursuant to the terms of this Note, grants to CLIENT a loan in the value and
in the conditions defined in the Preamble, by onlending of external funds,
raised based on Resolution No. 2770 of the National Monetary Council, for its
equivalent in domestic currency (“Transaction”).
 
 II
– FINANCIAL CHARGES
 2.1. There shall
accrue on the value of the Transaction, in its expression in foreign currency,
from the date of release of the funds to the date(s) of the respective maturity
dates of this Note, the financial charges, according to the conditions defined
in the Preamble, 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 income tax corresponding to the remittance of interest abroad, in
connection only with the portion of the transaction onlent to the CLIENT, the onlending
commission of the CREDITOR and expenses with
remittance 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 being contracted of the funds on a date subsequent to the issue
of this Note, as stipulated in the Preamble, and if the value in national
currency is not defined, it is hereby agreed that the respective value will be
calculated by the conversion of the values in foreign currency based on the sale
rate of the Yen, with respect to the business day immediately prior to the date
of release of the funds to the CLIENT,published by the
Central Bank of Brazil, through SISBACEN, transaction “PTAX800”, option 5 –
currency 470 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 theCLIENTfor its equivalent in
national currency (reais) shall occur (i) by the exchange rate disclosed by
Reuters agency, at 11:00 h, New York time, in the specific screen referred to as
“EFX=”, in relation to the business day immediately subsequent to the due date
of the obligation; or, if this rate is not disclosed by Reuters, (ii) by the
average of the sale rates adopted by the market on the business day immediately
prior to the date of release of the funds to the CLIENT, average rate which is
obtained by the CREDITOR, 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 the funds being contracted on a date subsequent to the issue
of this Note, and if to the effective date of release of the funds, any legal or
normative modification occurs, directly or indirectly, modifying any of the
conditions defined herein, such modification will be incorporated to this Note,
regardless of any notification or formal act, the CREDITOR being released from
any liability resulting from such fact.
 
 IV
- PAYMENT
 
 4.1. The CLIENT
shall pay to the CREDITOR, or to its order, by this counterpart of Note, issued
in the terms of Law 10.931/2004 (as altered), all the values due contemplated in
this note, but not limited to the principal due, financial charges, expenses,
tariffs and rates, which shall be paid in the flow, in the form and period
defined in the Preamble and/or in this Note, as applicable.
   16
 
 4.1.1. The eventual
payment performed by the CLIENT by check, credit documents, payment orders,
including, but not limited to the Credit Order Documents – DOC, or any other
mechanisms or payment instruments available in the market, including documents
cleared by the Check Clearance Center and Other Papers – which shall be under
its own issue, will only be considered as effectively liquidated and/or received
by the CREDITOR when reverted into immediately available funds, and, by virtue
of this, charges will occur for the use of the funds by 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 the principal, financial charges, taxes or any other
amounts due under this Note, coinciding with national, municipal or bank
holidays, the CLIENT
shall effect the payment on the first following 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 being a debit in the current
account, the CLIENT
hereby authorizes, irreversibly and irrevocably, theCREDITOR to debit into the
current account defined in the Preamble, all the values whose payment or
reimbursement is sue to the CREDITOR in the scope or by
effect of this Note.
 4.2.1 For the
purposes described in this clause heading, the CLIENT undertakes to keep in the
said current account, enough funds and immediately available for the performance
of all debits arising from this Note.
 
 
 4.2.2. On the
value, or portion of value, to debit for which there were no funds available in
said current account, from the date of the maturity of the obligations of the
CLIENT, the financial
charges contemplated in this Note shall accrue.
 
 4.3. Having in view
that the resources restricted to this Note will be granted through onlending by
the CREDITOR of funds
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 CLIENTfor the equivalent in
national currency of a monetary provision expressed in that currency. In these
conditions, the CLIENT
will be subject to the foreign exchange risk resulting from this Transaction,
whatever the manner this risk is presented.
 
 4.4. The amounts in
national currency, corresponding to the reimbursement values of principal and
financial charges will be obtained, on each occasion, by the conversion of the
values in foreign currency based on the sale rate of the Yen relating to the
date immediately prior to the date of reimbursement or of the payment, disclosed
by the Central Bank of Brazil, through SISBACEN, transaction “PTAX800”, option 5
– currency 470 or based on another rate, which officially substitutes it. If the
parameter of conversion established herein fails to be disclosed by the Central
Bank of Brazil, the conversion of the value due by the CLIENT for its equivalent
in national currency (reais) shall occur (i) by the foreign exchange rate
disclosed by Reuters agency, at 11:00 h, New York time, in the specific screen
referred to as “EFX=”, in connection with 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 business
day immediately prior to the liquidation date, average rate, which will be
obtained by the CREDITOR, with, at least 03 (three) first class international
institutions authorized to operate in foreign exchange and which are acting, on
that date, in the free rates market, in volumes compatible with the amount
contemplated in the payment mentioned in this Note.
 
 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 the CREDITOR, or
which will constitute an integral and inseparable part of this
Note.
 
 5.2. At the time of
payment by the CLIENT, the guarantees effectively provided, regardless of
notification, appeal, service of process or any other judicial or extrajudicial
formality shall be enforceable, immediately.
 
 VI
– ENVIRONMENTAL LIABILITY
 
 6.1. The CLIENT
declares, irrevocably and irreversibly, that it knows and complies with all the
environmental rules contemplated in the Brazilian legislation and that its use
of the values resulting from this Clause shall not lead to violation of any of
these rules.
   17
 
 6.1.1. The Parties
hereby recognize that the CLIENT is subject to compliance with the principles of
the “Tim‘s Code of Ethics”, which provide that all the business of the CLIENT, including this Note,
will be marked by respect: (i) the environment, including regarding the disposal
of batteries, emission of pollutants, recycling of waste; (ii) safety and health
rules in the business locations, (iii) honesty and transparency to its partners,
suppliers, contractors, the market and governmental bodies, (iv) the interests
of the company and of the Parties, above 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 exercise of
their activities. The TIM’s Code of Ethics 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. The CREDITOR will be entitled to
consider this Note as due early and require from the CLIENT, regardless of
notification, full payment in a single installment of the entire balance due
resulting from this, including with the enforceability of the guarantees in the
events contemplated by law, in the following events:
 
 (a) if the CLIENT incurs in arrears in
relation to any obligations which must be complied by it as a result of this
Note;
 
 (b) if the CLIENT violates or does not
comply, as a whole or in part, with any clause or condition of this Note and 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 an instrument of
its responsibility or co-obligation in a value superior to R$ 20,000,000.00
(twenty million), duly protested or suffers execution or seizure of the goods
without the explanation in this respect requested by the CREDITOR having been presented
by the CLIENT in the
period designated or the explanation having been presented, if the same is not
considered satisfactory by the CREDITOR.
 
 (d) if the CLIENT has its direct or
indirect controlling interest transferred to a third party or is incorporated or
if the merger, or transfer, occurs, whether by split or any other way of the
operating assets to another entity without the CREDITOR, at its sole
discretion, having formally manifested in the period of 5 (five) days counted
from the date of the respective corporate act its decision of not maintaining
this Note in force.
 (e) if the CLIENT defaults on its
obligations and/or does not liquidate, in the respective maturity, debit of its
responsibility resulting from the other contracts or discounts entered into with
the CREDITORand/or any
companies, directly or indirectly associated, controlling or controlled by the
CREDITOR, including
abroad, and/or the termination of the respective documents occurs, by fault of
the CLIENT.
 
 (f) change or
alteration of the corporate purpose of the CLIENT, or of any INTERVENING GUARANTOR(S), so
as to alter their current main activities of the CLIENT, or of the respective
INTERVENING PARTY
GUARANTOR(S), or to add to these activities new business, which have
prevalence or may represent diversions in relation to the activities currently
developed.
 
 (g) Change or
alteration of the CLIENT’S corporate purpose, or of any INTERVENING
GUARANTOR(S), so that it changes the current main activities of the CLIENT, or
of the respective INTERVENING GUARANTOR(S), or that adds to these activities new
business which prevails or may represent deviations in relation to the currently
developed activities.
 
 
 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 obligation derived from this Note, in which case,
automatically, it will be obliged to pay the amount due, converted, on the date
of the respective maturity, for its equivalent in national currency (reais), as
defined in Clause 4.4., plus cumulatively the following: (i) arrears interest on
the total of the values 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 delay, according to the
variation of the average weighted rate and adjusted of finance transactions for
one day, hedged on public federal instruments and processed in the Special
Liquidation and Custody System (Selic) or in chambers for clearing and
liquidation of assets, in the form of committed transactions, disclosed by the
Central Bank of Brazil; and (iii) contractual fine of 2% (two percent) of the
value due, plus interest on arrears and permanence commission. From the arrears
of CLIENT, the operation
is released from external funding.
   18
 
 8.1.1.The accruals described
in items (i) and (ii) of the heading of this Clauses shall be calculated and
accrued from the maturity of the obligation until its effective and full payment
to the CREDITOR.
 
 8.2. If the CREDITOR has to go to Court
due to an eventual default by the CLIENT on this Note, the CLIENT will be obliged, also,
to pay the court fees of the proceedings and lawyers’ fees set
judicially.
 
 IX
– EARLY LIQUIDATION
 
 9.1. If the CLIENT has an interest in
liquidating early, totally or partially, its obligations resulting from this
Note, he may do so, provided that they agree with the conditions of such
liquidation, satisfactorily to theCREDITORand to theCLIENT.
 
 9.1.1 It is
previously agreed that under no case the reimbursement of any amount paid as
early liquidation by the CLIENT shall be due as commission, rate or tariff, even
if partial or proportionally, and the amounts which payment are pending shall be
paid in advance so that the early liquidation occurs as provided
herein.
 .
 
 X
– TAXES, EXPENSES AND OTHER CHARGES
 
 10.1 The following
will be at the account of and imputable to CLIENT: (I) All the taxes present and
future, which, according to the law, are under its responsibility; (ii) all the
expenses related to and/or resulting from this Note, including, but not limited
to expenses with public registry offices and any other extrajudicial expenses,
which the CREDITOR has
to incur for the collection and/or safety of this Note; (iii) all the tariffs
and rates contemplated in the Preamble; and (iv) any other liens and charges
that are borne by the CREDITOR related and/or
resulting from this Note.
 
 10.1.1. All the
payments due by the CLIENT contemplated in this Clause shall be paid by CLIENT
within 10 (ten) business days counted from issue by the CREDITOR, of the
respective debit notice, which will occur by one of the vehicles of
communication contemplated in this Note.
 
 10.2. In the event
of noncompliance with any monetary obligations due by this Note, theCLIENT is obliged to pay IOF
accruing on such obligations due and not paid, which will be calculated, based
on the rate in force applicable to loan transactions, from the date of the
maturity of the obligation until the date of the effective payment.
 
 XI
– 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 the remittance of fax, telex,
telegram or through registered mail, with confirmation of receipt, sent to the
addresses of the parties indicated in the Preamble, or to any other address
subsequently communicated, in writing, by the senders and the other
party.
 
 11.2. The CLIENT and the INTERVENING PARTY GUARANTOR(S)
undertake to maintain the CREDITOR informed about any
alteration of address, e-mail, electronic address, telephone and other data
relative to its location. If there is no updated information, all the
correspondence maintained by the CREDITOR at the existing address in its records
will be, for all legal effects, considered received.
 
 11.3. The CLIENT hereby authorizes the
CREDITOR to send any
information pertaining hereto by e-mail to be sent to the address informed in
the Preamble.
 
 11.4 The CLIENT and the INTERVENING PARTY GUARANTOR(S)
recognize hereby as means of evidence of the debit and credit resulting hereof,
the statements, the issue notices or the collection notices issued by the CREDITOR, if not challenged in
the maximum period of 10 (ten) days, counted from the date of the respective
issue.
 
 11.5   Tolerance
by one of the parties as regards 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 releases the parties to effect
them, as well as the other obligations resulting from this Note.
 
 11.6. Failure to
exercise, by the parties, any of the rights assured to them by this Note and the
Law, shall not constitute the cause of alteration or novation and will not
impair the exercise of these rights at subsequent times or in identical
subsequent occurrence.
   19
 
 11.7. The CREDITOR is expressly
authorized to include and consult the information of CLIENT and of theINTERVENING GUARANTOR(S)with
the Central System of Credit Rating Information of the Central Bank of
Brazil.
 
 11.8. The parties
provide 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 of the CREDITOR.
 
 11.9. This Note is
issued irrevocably and irreversibly, binding the parties and their eventual
successors at any title.
 
 11.10. To settle
any conflict in connection with the interpretation and/or execution of this
Note, the venue of the Judiciary District of the City of São Paulo is hereby
elected, to the exclusion of any other, however privileged it may be, the CREDITOR may further choose
the venue of any of its branches or of the headquarters or domicile ofCLIENT or of the INTERVENING
GUARANTOR(S).
 
 IN WITNESS WHEREOF,
the parties sign this Note in 02 (two) 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,
      March 14, 2008AGREED:[signature]
                
                [signature]TIM CELULAR
      S.A.
                
                Banco
      Santander S.A.Gianandrea
      Castelli Rivolta,Administration
      Officer,Finances
      & Control.INTERVENING
      GUARANTOR(S)
                
                The persons
      identified below attend hereby Consenting Intervening Party(ies)
      pursuant to the terms of Article 1.647 of the Civil
      Code.without
      effect
                
                without
      effectwithout
      effect
                
                without
      effectwithout
      effect
                
                without
      effectwithout
      effect
                
                without
      effect
   20
 
 Private
instrument of Adhesion to the Protection System Against Financial Risks –
SPR
  Instrument of
      Negotiation    No. 97080
                Date of
      Transaction:
                03/05/2008Identification
                      BANCO
      SANTANDER S.A.
                      R AMADOR
      BUENO 474
                      04752901           SÃO
      PAULO SP
                      090.400.888/0001-42Client
                    TIM CELULAR
      S.A.
                    AV. GIOVANNI
      GRONCHI, 7143
                    05724-07SÃO PAULO –
      SP
                    004.206.050/0001-80
                VILA ANDRADE
 Contract
Specification
 
 Contract
      No.
              Type
              Start
      Date
              Maturity
              Term
              Principal
              Currency1215850
              CDI x
      JPYBRL
              03.05.2008
              03.02.2009
              362
              150,000,000.00
              BRLRules of
      ContractIndexer
              
              Value
      of Indexer
              % Indexer
              % Rate
      (p.a.)Assets-
      Institution:
              CDI
              
              0.00000000
              110.00
              0.0000Assets-
      Client:
              JPYBRL
              
              0.01624800
              100.00
              1.0000Observations
                Form of
      Financial Liquidation:
                Custody
      Location: CETIP
                Registration
      No.:  08C02023
 This Negotiation
Note is an inseparable and complementary part of the Private Instrument of
Adhesion to the Protection System against Financial Risks – SPR, executed by the
parties, according to Law No. 10.892/04 and complementary rules, the
transactions executed from 10.01.04 will be net of the Investment Account,
except for the performances adjusted in liquidation.
 The
JPYBRL indexer refers to BRLJPY Bacen
 
 
 
 
 [signatures]BANCO SANTANDER
      S.A.
                
                TIM CELULAR
      S.A.Gianandrea
      Castelli Rivolta &
                    Mario Cesar
      Pereira de Araujo
                    Administration
      Officer, Finance & Control and President,
      respectively
  21