Table of Contents
**REGISTRATION RIGHTSAGREEMENT**

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

WITNESSETH 

                     WHEREAS, the Issuer is today entering into an Indenture (the “Indenture”) dated as of February17, 2004 with The Bank of New York, as Indenture Trustee (the “Trustee”), New York paying agent, Authenticationand Transfer Agent and Registrar and the Bank of Tokyo-Mitsubishi, London Branch acting as Principal Paying Agentin Japan, pursuant to which it is today issuing U.S.$ 200,000,000 aggregate principal amount of its Notes;

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

    NOW, THEREFORE, theparties hereto agree as follows: 

    SECTION 1.                 Definitions.

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

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

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

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

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

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

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

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

    “Exchange OfferRegistration” shall mean a registration under the Securities Act effectedpursuant to Section 2(a) hereof. 

    “Exchange OfferRegistration Statement” shall mean an exchange offer registration statement onForm F-1, F-2, F-3 or F-4, as applicable, and all amendments and supplements tosuch registration statement, in each case including the Prospectus containedtherein, all exhibits thereto and all material incorporated by reference therein. 

    “Exchange Securities” shallmean securities issued by the Issuer containing terms identical in all materialrespects to the Notes (except that the Exchange Securities will not bear legendsrestricting their transfer or be subject to increases of the annual interestrate payable thereunder for failure to comply with this Agreement) and to beoffered to Holders in exchange for Notes pursuant to the Exchange Offer. 

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

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

    “Initial Purchaser” shallmean Citigroup Global Markets Inc. 

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

    “Person” means anindividual, partnership, corporation, limited liability company, business trust,joint stock company, trust, unincorporated association, joint venture or any nation orgovernment, any state, province or other political subdivision thereof, anycentral bank (or similar monetary or regulatory authority) thereof, and anyentity exercising executive, legislative, judicial, regulatory or administrativefunctions of or pertaining to government. 

    “Prospectus” shallmean the prospectus included in a Registration Statement, including anypreliminary prospectus, and any such prospectus as amended or supplemented byany prospectus supplement and by all other amendments and supplements to suchprospectus, and in each case including all material incorporated by referencetherein. 

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

    “Registrable Securities” shallmean the Notes; provided, however, that the Notes shall cease to be RegistrableSecurities (i) when a Registration Statement with respect to such Notes shall have beendeclared effective under the Securities Act and such Notes shall have beendisposed of pursuant to such Registration Statement, (ii) when such Notes havebeen sold to the public pursuant to Rule 144(k) (or any similar provision thenin force, but not Rule 144A) under the Securities Act or (iii) when the Notesshall have ceased to be Outstanding or (iv) the Exchange Offer is Consummated;providedfurther, that the securities with respect to which the Issuer hascaused to be filed and declared effective an Exchange Offer RegistrationStatement and have commenced an Exchange Offer, in each case pursuant to and inaccordance with Section 2(a) hereof, and which have not been tendered by the lastExchange Date (as defined in Section 2(a)(ii) hereof) by the Holder thereofshall be deemed not to be Registrable Securities. 

    “Registration Expenses” shallmean any and all expenses incident to performance of or compliance by the Issuerwith this Agreement, including without limitation: (i) all SEC, stock exchangeor National Association of Securities Dealers, Inc. registration and filingfees, (ii) all fees and expenses incurred in connection with compliance withstate securities or blue sky laws (including reasonable fees and disbursementsof counsel for any underwriters or Holders in connection with blue skyqualification of any of the Exchange Securities or Registrable Securities), (iii) allexpenses of any Persons in preparing or assisting in preparing, word processing,printing and distributing any Registration Statement, any Prospectus, anyamendments or supplements thereto, any underwriting agreements, securities salesagreements and other documents relating to the performance of and compliancewith this Agreement, (iv) all rating agency fees, (v) all fees and disbursements relatingto the qualification of the Indenture under applicable securities laws, (vi) thereasonable fees and disbursements of the Trustee and its counsel, (vii) thereasonable fees and disbursements of counsel for the Issuer and (viii) thereasonable fees and disbursements of the independent public accountants of theIssuer, including the expenses of any special audits or “cold comfort” lettersrequired by or incident to such performance and compliance, but excluding feesand expenses of counsel to the underwriters (other than reasonable fees andexpenses set forth in clause (ii) above) or the Holders and underwritingdiscounts and commissions and transfer taxes, if any, relating to the sale ordisposition of Registrable Securities by a Holder. 

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

    “SEC” shall mean theUnited States Securities and Exchange Commission. 

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

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

    SECTION 2.Registration Under the Securities Act. 

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

    (i)      that theExchange Offer is being made pursuant to this Agreement and that all RegistrableSecurities          validly tendered and not properly withdrawn will be accepted forexchange; 

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

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

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

    (v)      that Holderswill be entitled to withdraw their election, not later than the close of business (NewYork          time) on the last Exchange Date, by sending to the institutions and at theaddresses (located in the          Borough of Manhattan, the City of New York) specifiedin the notice a telegram, telex, facsimile          transmission or letter setting forththe name of such Holder, the principal amount of Registrable          Securitiesdelivered for exchange and a statement that such Holder is withdrawing his election tohave          such Notes exchanged. 

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

    (i)      accept forexchange Registrable Securities or portions thereof tendered and not          validlywithdrawn pursuant to the Exchange Offer; and 

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

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

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

    (e)      The Issuershall pay all Registration Expenses in connection with the registration pursuant toSection 2(a). 

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

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

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

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

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

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

    (v)      a reasonabletime prior to the filing of any Registration Statement, any Prospectus, any amendment toa          Registration Statement or amendment or supplement to a Prospectus or anydocument which is to be          incorporated by reference into a Registration Statementor a Prospectus after the initial filing of a          Registration Statement, providecopies of such document to the Initial Purchaser and its counsel and          make suchrepresentatives of the Issuer as shall be reasonably requested by the Initial Purchaseror its          counsel available for discussion of such document, and shall not at anytime file or make any amendment          to the Registration Statement, any Prospectus orany amendment of or supplement to a Registration          Statement or a Prospectus orany document which is to be incorporated by reference into a Registration         Statement or a Prospectus, of which the Initial Purchaser and its counsel shallnot have previously been          advised and furnished a copy or to which the InitialPurchaser or its counsel shall reasonably object; 

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

    (vii) use itsreasonable best efforts to cause the Indenture to be qualified under the Trust IndentureAct of 1939, as amended (the “TIA”), in connection with the registration of theExchange Securities or Registrable Securities, as the case may be, cooperatewith the Trustee and the Holders to effect such changes to the Indenture as maybe required for the Indenture to be so qualified in accordance with the terms ofthe TIA and execute, and use its best efforts to cause the Trustee to execute, alldocuments as may be required to effect such changes and all other forms anddocuments required to be filed with the SEC to enable the Indenture to be soqualified in a timely manner; and 

    (viii)   use itsreasonable best efforts to cause the Exchange Securities to continue to be rated by one         nationally recognized statistical rating organization (as such term is definedin Rule 436(g)(2) under          the Securities Act), if the Registrable Securities havebeen rated. 

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

    (a) The partieshereto acknowledge that the Staff has taken the position that any broker-dealer thatreceives Exchange Securities for its own account in the Exchange Offer in exchange forNotes that were acquired by such broker-dealer as a result of market-making or othertrading activities (a “Participating Broker-Dealer”), may be deemed to be an “underwriter” withinthe meaning of the Securities Act and must deliver a prospectus meeting the requirementsof the Securities Act in connection with any resale of such Exchange Securities. TheIssuer understands that it is the Staff's position that if the Prospectus contained inthe Exchange Offer Registration Statement includes a plan of distribution containing astatement to the above effect and the means by which Participating Broker-Dealers mayresell the Exchange Securities, without naming the Participating Broker-Dealers orspecifying the amount of Exchange Securities owned by them, such Prospectus may bedelivered by Participating Broker-Dealers to satisfy their prospectus delivery obligationunder the Securities Act in connection with resales of Exchange Securities for their ownaccounts, so long as the Prospectus otherwise meets the requirements of the SecuritiesAct. 

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

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

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

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

    SECTION 5.Indemnification and Contribution.

    (a)      The Issueragrees to indemnify and hold harmless the Initial Purchaser and each Holder, theirrespective affiliates, directors and officers and each Person, if any, who controls theInitial Purchaser or any Holder within the meaning of Section 15 of the Securities Act orSection 20 of the Exchange Act, from and against any and all losses, claims, damages andliabilities (including, without limitation, legal fees and other reasonable and dulydocumented expenses incurred in connection with any suit, action or proceeding or anyclaim asserted, as such fees and expenses are incurred), joint or several, that arise outof, or are based upon, any untrue statement or alleged untrue statement of a materialfact contained in any Registration Statement or any Prospectus or any omission or allegedomission to state therein a material fact required to be stated therein or necessary inorder to make the statements therein, in the light of the circumstances under which theywere made, not misleading, except insofar as such losses, claims, damages or liabilitiesarise out of, or are based upon, any untrue statement or omission or alleged untruestatement or omission made in reliance upon and in conformity with any informationrelating to the Initial Purchaser or any Holder furnished to the Issuer in writingthrough the Initial Purchaser or any selling Holder expressly for use therein. 

    (b)      Each Holderagrees, severally and not jointly, to indemnify and hold harmless the Issuer, the InitialPurchaser and the other selling Holders, their respective affiliates, the directors ofthe Issuer, each officer of the Issuer who signed the Registration Statement and eachPerson, if any, who controls the Issuer, the Initial Purchaser and any other sellingHolder within the meaning of Section 15 of the Securities Act or Section 20 of theExchange Act to the same extent as the indemnity set forth in paragraph (a) above, butonly with respect to any losses, claims, damages or liabilities that arise out of, or arebased upon, any untrue statement or omission or alleged untrue statement or omission madein reliance upon and in conformity with any information relating to such Holder furnishedto the Issuer in writing by such Holder expressly for use in any Registration Statementand any Prospectus. 

    (c) If any suit,action, proceeding (including any governmental or regulatory investigation), claim ordemand shall be brought or asserted against any Person in respect of whichindemnification may be sought pursuant to either paragraph (a) or (b) above, such Person(the “Indemnified Person”) shall promptly notify the Person against whom suchindemnification may be sought (the “Indemnifying Person”) in writing; provided that thefailure to notify the Indemnifying Person shall not relieve it from any liability that itmay have under this Section 5 except to the extent that it has been materially prejudiced(through the forfeiture of substantive rights or defenses) by such failure; and provided,further, that the failure to notify the Indemnifying Person shall not relieve it from anyliability that it may have to an Indemnified Person otherwise than under this Section 5.If any such proceeding shall be brought or asserted against an Indemnified Person and itshall have notified the Indemnifying Person thereof, the Indemnifying Person shall retaincounsel reasonably satisfactory to the Indemnified Person to represent the IndemnifiedPerson and any others entitled to indemnification pursuant to this Section 5 that theIndemnifying Person may designate in such proceeding and shall pay the fees andreasonable and duly documented expenses of such counsel related to such proceeding, asincurred. In any such proceeding, any Indemnified Person shall have the right to retainits own counsel, but the fees and expenses of such counsel shall be at the expense ofsuch Indemnified Person unless (i) the Indemnifying Person and the Indemnified Personshall have mutually agreed to the contrary; (ii) the Indemnifying Person has failedwithin a reasonable time to retain counsel reasonably satisfactory to the IndemnifiedPerson; (iii) the Indemnified Person shall have reasonably concluded that there may belegal defenses available to it that are different from or in addition to those availableto the Indemnifying Person; or (iv) the named parties in any such proceeding (includingany impleaded parties) include both the Indemnifying Person and the Indemnified Personand representation of both parties by the same counsel would be inappropriate due toactual or potential differing interests between them. It is understood and agreed thatthe Indemnifying Person shall not, in connection with any proceeding or relatedproceeding in the same jurisdiction, be liable for the fees and reasonable and dulydocumented expenses of more than one separate firm (in addition to any local counsel) forall Indemnified Persons, and that all such fees and expenses shall be reimbursed as theyare incurred. Any such separate firm (x) for the Initial Purchaser, its affiliates,directors and officers and any control Persons of such Initial Purchaser shall bedesignated in writing by the Initial Purchaser, (y) for any Holder, its affiliates,directors and officers and any control Persons of such Holder shall be designated inwriting by the Majority Holders and (z) in all other cases shall be designated in writingby the Issuer. The Indemnifying Person shall not be liable for any settlement of anyproceeding effected without its written consent, but if settled with such consent or ifthere be a final judgment for the plaintiff, the Indemnifying Person agrees to indemnifyeach Indemnified Person from and against any loss or liability by reason of suchsettlement or judgment. Notwithstanding the foregoing sentence, if at any time anIndemnified Person shall have requested that an Indemnifying Person reimburse theIndemnified Person for fees and expenses of counsel as contemplated by this paragraph,the Indemnifying Person shall be liable for any settlement of any proceeding effectedwithout its written consent if (i) such settlement is entered into more than 45 daysafter receipt by the Indemnifying Person of such request and (ii) the Indemnifying Personshall not have reimbursed the Indemnified Person in accordance with such request prior tothe date of such settlement. No Indemnifying Person shall, without the written consentof the Indemnified Person, effect any settlement of any pending or threatened proceedingin respect of which any Indemnified Person is or could have been a party andindemnification could have been sought hereunder by such Indemnified Person, unless suchsettlement (A) includes an unconditional release of such Indemnified Person, in form andsubstance reasonably satisfactory to such Indemnified Person, from all liability onclaims that are the subject matter of such proceeding and (B) does not include anystatement as to or any admission of fault, culpability or a failure to act by or onbehalf of any Indemnified Person. 

    (d)      If theindemnification provided for in paragraphs (a) and (b) above is unavailable to anIndemnified Person or insufficient in respect of any losses, claims, damages orliabilities referred to therein, then each Indemnifying Person under such paragraph, inlieu of indemnifying such Indemnified Person thereunder, shall contribute to the amountpaid or payable by such Indemnified Person as a result of such losses, claims, damages orliabilities (i) in such proportion as is appropriate to reflect the relative benefitsreceived by the Issuer from the offering of the Securities and the Exchange Securities,on the one hand, and by the Holders from receiving Securities or Exchange Securitiesregistered under the Securities Act, on the other hand, or (ii) if the allocationprovided by clause (i) is not permitted by applicable law, in such proportion as isappropriate to reflect not only the relative benefits referred to in clause (i) but alsothe relative fault of the Issuer on the one hand and the Holders on the other inconnection with the statements or omissions that resulted in such losses, claims, damagesor liabilities, as well as any other relevant equitable considerations.  The relativefault of the Issuer on the one hand and the Holders on the other shall be determined byreference to, among other things, whether the untrue or alleged untrue statement of amaterial fact or the omission or alleged omission to state a material fact relates toinformation supplied by the Issuer or by the Holders and the parties' relative intent,knowledge, access to information and opportunity to correct or prevent such statement oromission. 

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

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

    (g)      The indemnityand contribution provisions contained in this Section 5 shall remain operative and infull force and effect regardless of (i) any termination of this Agreement, (ii) anyinvestigation made by or on behalf of the Initial Purchaser or any Holder, theirrespective affiliates or any Person controlling the Initial Purchaser or any Holder, orby or on behalf of the Issuer, its respective affiliates or the officers or directors ofor any Person controlling the Issuer, (iii) acceptance of any of the Exchange Securitiesand (iv) any sale of Registrable Securities pursuant to any shelf or other RegistrationStatement. 

    SECTION 6.Miscellaneous.

    (a) NoInconsistent Agreements.  The Issuer has not entered into, and on or after the date ofthis Agreement will not enter into, any agreement which is inconsistent with the rightsgranted to the Holders of Registrable Securities in this Agreement or otherwise conflictswith the provisions hereof. The rights granted to the Holders hereunder do not in anyway conflict with and are not inconsistent with the rights granted to the holders of theIssuer's other issued and outstanding securities under any such agreements. 

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

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

    (d) Successorsand Assigns. This Agreement shall inure to the benefit of and be binding upon thesuccessors, assigns and transferees of each of the parties, including, without limitationand without the need for an express assignment, subsequent Holders; provided that nothingherein shall be deemed to permit any assignment, transfer or other disposition ofRegistrable Securities in violation of the terms of the Purchase Agreement. If anytransferee of any Holder shall acquire Registrable Securities, in any manner, whether byoperation of law or otherwise, such Registrable Securities shall be held subject to allof the terms of this Agreement, and by taking and holding such Registrable Securitiessuch Person shall be conclusively deemed to have agreed to be bound by and to perform allof the terms and provisions of this Agreement and such Person shall be entitled toreceive the benefits hereof. The Initial Purchaser (in its capacity as InitialPurchaser) shall have no liability or obligation to the Issuer with respect to anyfailure by a Holder to comply with, or any breach by any Holder of, any of theobligations of such Holder under this Agreement. 

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

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

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

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

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

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

    (k) Jurisdiction. 

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

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

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

    IN WITNESS WHEREOF,the parties have executed this Agreement as of the date first written above. 
  BRASIL TELECOM S.A.   By:____________________________________       Name:       Title:  By:____________________________________       Name:       Title: