EXHIBIT
2.12


Advance
      DERIVATIVE AGREEMENT –
      SWAP
                      No.
      08L13596
 
 
 I
– PARTIES
  UNIBANCO – UNIÃO DE BANCOS
      BRASILEIROS S.A.,headquartered in the City of São Paulo, State of
      São Paulo, at Avenida Eusébio Matoso, 89I, corporate taxpayer register
      CNPJ/MF No. 33.700.394/000I-40, represented according to its Bylaws,
      hereinafter simply referred to as UNIBANCO
 
 NAME:
      TIM CELULAR SA
                  CNPJ/CPF:
      04.206.050/0001-80ADDRESS:
      RUA GIOVANNI GRONCHI, 7143CITY:
      SÃO PAULO
                  STATE:
      SPINVESTMENT
      ACCOUNT RESTRICTED TO CURRENT ACCOUNT No. BRANCHHereinafter
      simply referred to as CONTRACTING PARTY,
      hereby represented according to its Bylaws/Articles of
      Incorporation.
 
 
 II –
CONDITIONS OF THE
TRANSACTION
 
 1.
      Base Value of Transaction:
                  R$
      8,841,553.23 (eight million, eight hundred and forty-one thousand, five
      hundred and fifty-three reais and twenty-three cents)2.
      Parameter of UNIBANCO:
                  100.00%
      OF CDI (Interbank Deposit Certificate) – Cetip (Clearing Chamber) + 4.3000
      p.a. exponential3.
      Parameter of CONTRACTING PARTY:
                  Dollar
      USA + 3,50000 a.a. linear4.
      Exchange Rate (when applicable)
                    a)
      initial R$/Currency:
                    
                    b)
      for liquidation:
                  R$
      2.3956
                    
                    SISBACEN
      (Central Bank Information System) – Ptax 800, option 5, sale quotation of
      the business day immediately prior to the start date of the
      transaction.5.
      Period of Transaction:
                  181
      running days6.
      Due Date:
                  06/29/20097.
      Calculation Agent:
UNIBANCO
  The
Parties indicated and identified above resolve to enter into this DERIVATIVE
AGREEMENT – SWAP, hereinafter simply referred to as Contract, which will be
governed by the following clauses and conditions:
  PURPOSE
  1. By
force of this Contract, UNIBANCO and CONTRACTING PARTY reciprocally undertake to
pay the sums determined based on the respective Parameters and verified
according to the criteria established in this Contract, with the effect of the
change of risk of oscillations of these Parameters.
  i)
UNIBANCO, in compliance with the terms of Clause 2, below, undertakes to pay to
CONTRACTING PARTY, on the Due Date (stipulated in item 6 of Chart II) the result
verified according to Clause 1.1, calculated based on the Parameter of the
CONTRACTING PARTY; and
  ii) the
CONTRACTING PARTY, in compliance with the terms of Clause 2 below undertakes to
pay to UNIBANCO, on the Due Date, the result verified in clause 1.1., calculated
based on the Parameter or UNIBANCO.
  1.1. The
value of the obligations of CONTRACTING PARTY and of UNIBANCO, resulting from
this Contract, will be calculated, separately, by the Calculation Agent, using
the Book of Formulas – SPR – SWAP Contracts of CETIP – Clearance and Custody
Chamber, in force on this date, available on the site of CETIP (www.cetip.com.br).
In the absence of a formula applicable to the Parameter used in this Contract,
the value of the obligation will be calculated according to the average value
verified with three first class institutions.
  
 
  1.2 The
Parties agree that the rates, indices or prices disclosed by the Central Bank of
Brazil, by CETIP, by the Commodities and Futures Exchange – BM&F or by
another source of public disclosure, will be used by the Calculation Agent for
purposes of determination of the financial results of this Contract, except in
the event contemplated in Clause 1.3 below.
  1.3. If
the rate, index or price to be used in the verification of the final net value
due by one Party to the other, in the terms of this Contract, is not available
in the official bodies or body responsible for their issue or determination, the
Parties hereby irrevocably agree that the Calculation Agent shall adopt the
rate, indices or price, which officially substitutes the previous rate, index or
price and, in the event of non-disclosure, will perform the calculations
necessary for determination of the final value due by one Party to the other,
always acting in good faith and within the most ethical limits of the
market.
  1.4. The
Parties hereby recognize as established and agreed, including for collection
purposes by execution, the obligations verified by the Calculation Agent,
according to this Contract.
  LIQUIDATION
BY DIFFERENCE
  2.The Parties stipulate that,
once they become due, their obligations, resulting from this Contract shall be
liquidated solely by their difference, as contemplated in Article 816 of the
Civil Code, so that: i) if the obligations of CONTRACTING PARTY are in value
superior to the obligations of UNIBANCO, the former shall pay to UNIBANCO the
surplus difference; or (iii) if the obligations of CONTRACTING PARTY are in a
value equal to the obligations of UNIBANCO, no payment shall be
made.
  EARLY
INVOLUNTARY LIQUIDATION
  3. Any
of the Parties may require early liquidation of this Contract, in the event of
the noncompliance, by the other Party, with any obligation contemplated in this
Contract. In this case, the early liquidation shall occur in 5 (five) business
days counted from the date of receipt, by the Party that did not comply with the
obligation, of the notification issued to this effect by the Party, who decrees
the early liquidation.
  3.1.
Without prejudice to the provisions in the heading of this Clause, UNIBANCO may
require early liquidation of this Contract if: (i) the CONTRACTING PARTY incurs
in arrears with respect to any payment due by it to UNIBANCO by force of any
derivative transaction contracted by them; ii) in the event of legitimate
protest of a financial instrument against CONTRACTING PARTY in a value,
individual or aggregate, equal or superior to R$ 15,000,000.00 (fifteen million
reais); iii) CONTRACTING PARTY files for bankruptcy, or has its bankruptcy or
civil insolvency required or decreed; if) there is merger, split, incorporation,
incorporation of shares, of or by the CONTRACTING PARTY, except among companies
of the same economic group as CONTRACTING PARTY, or any other corporate
restructuring procedure, or, dissolution of CONTRACTING PARTY, without previous
and express consent by UNIBANCO, provided that, at the discretion of UNIBANCO,
such corporate restructuring jeopardizes compliance with the obligations
resulting herefrom. In this case, the early liquidation shall occur on the date
indicated by UNIBANCO.
  3.2.
Without prejudice to the provisions in the heading of this Clause, CONTRACTING
PARTY may demand the early liquidation of the Contract, if there is liquidation
or extrajudicial intervention by UNIBANCO.
  
 2
  3.3. The
obligations of the Parties, resulting from this Contract shall, further, be
liquidated early: i) by supervention of the legal or regulatory rules, any of
the Parameters is extinguished; ii) the current operating conditions of the
Financial Institutions are altered, so that the transaction contemplated in this
Contract is prohibited or has its conditions modified so as to make the
transaction unfeasible; or iii) any taxes or contributions, which have a
significant impact on this transaction, are created, altered or increase. In
this case, the early liquidation shall occur on the day on which are published
said legal or regulatory measures.
  3.3.1.
If, due to any alteration in the legislation or norms, there is an increase in
the taxes and contributions accruing on this transaction, or any new tax or
contribution accrues thereon, the Parties shall contact each other, by recorded
telephone call, to discuss who shall bear with the respective additional costs.
If the Parties do not reach an agreement within 3 (three) business days from the
beginning of said discussions, any of Parties may liquidate early this
transaction, in compliance with the form of calculation set forth in Clause 3.5
below.
  3.4. In
the event of early liquidation of this Contract, UNIBANCO may compensate its
eventual credits resulting from this Contract, with the adjustment of any
derivatives transaction (including options), which has been executed with
CONTRACTING PARTY and is due or enforceable. In this case, the value of each
transaction will be determined according to the respective contract or, in the
absence of criteria of verification of this value, according to market
practices.
  3.5. In
the event of early liquidation of this Contract, the obligations of UNIBANCO and
of CONTRACTING PARTY, resulting from this Contract, shall be calculated
separately, by the Calculation Agent, according to the cost of reinstatement of
this derivative transaction for the remaining period, on the date of
liquidation, based on market standards and practices, in compliance with the
following criteria:
  i) the
Calculation Agent shall verify the values due, projecting the future value of
each obligation, based on the Parameter applicable, and bringing this future
value to present value based on a Reversal Rate.
  ii) the
Reversal Rate, expressed on annual basis, shall be equivalent to the rate in
force in the domestic market, at the time of early liquidation, for derivative
transactions equivalent to the Transaction, for its remaining
period.
  3.6. In
any of the events contemplated in Clause 3, the liquidation of the obligations
of the Parties, resulting from this Contract, shall occur always and exclusively
by the difference, according to Clause 2 above.
  EARLY
VOLUNTARY LIQUIDATION
  4. The
Parties, by common agreement and at any time, even prior to the Due Date, may
decide for the partial or total liquidation of this Contract; for such, both the
obligations of UNIBANCO and of CONTRACTING PARTY shall be calculated in the same
manner as mentioned in Clause 3.5 above, except with regard to the Reversal Rate
and the base value, which, if necessary, shall be established by the Parties, by
common agreement, on the date of early liquidation.
  4.1. In
any of the events contemplated in this Clause, the liquidation of the
obligations of the Parties, resulting from this Contract, shall occur always and
exclusively by the difference, according to Clause 2, above.
  
 3
  FORM
OF PAYMENT
  5. The
values eventually due by UNIBANCO to CONTRACTING PARTY by force of this
Contract, shall be paid by: i) credit in the investment account restricted to
the current account of CONTRACTING PARTY, described in the preamble; or ii) TED
(Electronic Transfer of Funds) to the Investment Account maintained by
CONTRACTING PARTY with another financial institution according to the payment
instructions informed by CONTRACTING PARTY.
  5.1. The
values eventually due by UNIBANCO to CONTRACTING PARTY by force of this Contract
shall be paid by: i) debit into current account or investment account restricted
to the current account of CONTRACTING PARTY, described in the preamble; or ii)
in the case of insufficiency of funds in said accounts, by TED, forwarded by
CONTRACTING PARTY, according to the payment instructions informed by
UNIBANCO.
  5.2. The
quittance of the obligations of CONTRACTING PARTY, as contemplated in this
Clause, will be subject, depending on the case: i) to effective entry or
clearance of the financial resources transmitted by TED; or ii) to the effective
availability of limit for withdrawals in the accounts where the respective
debits are processed.
  5.3. The
financial liquidation of this Contract will occur on the Due Date or, in the
event of early liquidation, as indicated in Clause 3, or agreed by the parties,
in the event of Clause 4.
  INTEREST
AND ARREARS CHARGES
  6. If
any of the Parties incurs in arrears with regard to the payment of any
obligation assumed in this Contract, on the amount in arrears, from the due date
to the date of effective payment, there shall accrue: I) the average rate
practiced by the financial market (CDI – EXTRAGROUP disclosed by CETIP), at the
time of default; ii) arrears interest at the rate of 1% (one percent) per month.
On the outstanding balance, accreted of the arrears charges stipulated above, a
non-indemnity fine of 2% (two percent) shall accrue.
  6.1. It
shall further be due by the Party in arrears the reimbursement of all the
expenses incurred with the collection of any credit of the other Party,
resulting from this Contract, as well as lawyers’ fees set by the
Courts.
  DEBIT
IN CURRENT OR INVESTMENT ACCOUNT
  7.
UNIBANCO is, hereby, irrevocably and irreversibly authorized to debit, from the
current or investment account restricted to the current account held by
CONTRACTING PARTY, indicated in the Preamble, the total or partial amount of any
obligations due by it by force of this Contract, at any title.
  7.1. The
quittance of any of the obligations of CONTRACTING PARTY, resulting from this
Contract, is subject to the existence of balance in the current or investment
account in which the debit is processed in a value sufficient for its full or
partial liquidation.
  IMPUTATION
OF PAYMENTS
  8. Any
guarantees paid by force of this Contract shall be imputed, first, in the
payment of interest and arrears charges, fines and expenses with collection, if
any, and, subsequently, the balance outstanding, in the liquidation of the value
of principal of the obligations due.
  
 4
  GENERAL
PROVISIONS
  9. On
the date of liquidation of the obligations resulting from this Contract, the
Calculation Agent shall send to CONTRACTING PARTY the “Statement of Settlement
of Transaction”, which will be issued according to the models set forth in
Attachment I hereof, as applicable, and which will describe the liquidation of
this transaction as well as determine the payments, which shall be effected by
force thereof.
  9.1
Failure to receive the Statement of Settlement of Transaction, contemplated in
the heading of this Clause 9 or its untimely receipt shall not release the
parties from their obligation to pay the sums due, in the periods and conditions
agreed in this Contract. The parties shall request, to the Due Date or to the
date of early settlement, by telephone, to the Calculation Agent, the value to
be paid or received, in the event of failure to receive or untimely receipt of
the Statement of Settlement of Transaction.
  9.2. The
CONTRACTING PARTY may request clarifications on the sums paid or received under
this Contract within 3 (three) days of receipt of the Statement of Settlement of
Transaction.
  10. The
CONTRACTING PARTY declares that it is aware that all its telephone contacts with
UNIBANCO, pertaining to this Contract, may be recorded and that said recording,
if it occurs, shall constitute sufficient evidence of notification, for purposes
of Clause 9.1. above, as well as of any existing agreement by the parties in
relation to this Contract, including with relation to determination of the
Reversal Rate.
  11. None
of the Parties may dispose of, assign, transfer or encumber, in any way, its
rights or obligations resulting from this Contract, without previous consent, in
writing, by the other Party.
  12. The
transaction resulting from this Contract will be recorded and settled according
to the Regulation of the Financial Risks Protection System – SPR, administered
with CETIP.
  13. The
Calculation Agent will be responsible for: (a) calculation of the indices and
floating or fixed rates; (b) by the calculation of the monetary value of a
currency in relation to another currency; (c) by selection of the bodies or
agents responsible for disclosure of the rate, index or price, when those
indicated in this Contract are not disclosed; and (d) by the performance of any
other function, which has been specified in this Contract as being the
responsibility of the Calculation Agent. Whenever the Calculation Agent is
requested to act or to exercise judgment in any other way, it will do so in good
faith.
  14.
Without prejudice to the provisions of Clause 10 above, all the alterations to
this Contract shall be made by contractual addendum as written.
  15. The
Parties hereby recognize that TIM, its directors, administrators, employees and
eventual subcontractors, are subject to observance and compliance with the
“Ethics Code” of TIM, which proscribes that all the business of TIM, including
this Contract, be based on respect: (i) for the environment, including regarding
disposal of batteries, issuance of pollutants, recycling of waste (ii) the
safety and health rules in the workplace, (iii) honesty and transparency to its
partners, suppliers, contractors, the market and governmental bodies; (iv) the
interests of the company and the Parties, above the individual interests of its
employees, representatives and service providers, who may not obtain for
themselves or for another, information, opportunities, business, advantages,
gifts or benefits, using TIM’s name and reputation or as a result of the
performance of their activities. TIM’s Ethics Code is filed at the headquarters
of TIM and in all of its establishments, available for public
consultation.
  
 5
  ARBITRATION
  16. Any
disputes or controversies, which may arise among the parties, resulting from or
related to the interpretation or performance of this Contract, shall be finally
submitted to arbitration, pursuant to the terms of Law 9.307, of September 23,
1996, which shall be conducted according to the Arbitration Regulation of the
Brazil-Canada Chamber of Commerce, in force on this date, available, in other
ways, on the website www.ccbc.org.br,
which the Parties declare to be fully aware of in the act of execution of this
Contract (the “Arbitration Regulation”), and according to the provisions of the
Arbitration Convention according to Clause 17, below.
  ARBITRATION
CONVENTION – COMMITMENT CLAUSE
  17. When
brought as a result of the provisions in Clause 16 above, the arbitration among
the parties to this Contract, shall be governed by the following provisions, as
well as by those set forth in the Arbitration Regulation.
  17.1.
The arbitration will have its headquarters in the city of São Paulo – SP, in the
Arbitration Center of the Brazil-Canada Chamber of Commerce
(“Center”).
  17.2.
The arbitration proceedings shall occur in Portuguese, the registration of the
acts being performed by any means available for this, including shorthand,
audiovisual and electronic. Said means shall enable the storage and subsequent
consultation by the Parties of data, maintaining the integrity, authorship and
authenticity of the information stored intact, at any time.
  17.3.
Pursuant to the terms of the Arbitration Regulation, the Parties shall deposit,
on the date of institution of the Arbitration, 20% (twenty percent) of the value
of the fees estimated of the arbiters and all the expenses to be incurred with
the bringing of arbitration proceedings, so that each Party bear with equal
parts of the totality of the costs involved in the arbitration.
  17.3.1.
If any of the Parties fails to make the deposit of the values as mentioned in
Clause 17.3, above, the other Party will be authorized to make the missing
deposit.
  17.3.2
The Party who fails to make the deposit as mentioned in Clause 17.3.1 above
shall, in addition to the payment of the values mentioned in Clause 17.3 above,
pay to the other Party, as a fine, the value equivalent to 20% (twenty percent)
of the amount resulting from the sum of the value of the fees estimated of the
arbiters and of all expenses to be incurred with the bringing of the arbitration
proceedings.
  17.4 The
Arbitration Court (“Arbitration Court” shall consist of three arbiters,
indicated as follows.
  17.5
Each of the Parties will indicate an arbiter and his respective deputies, duly
identifying them on the occasion of execution of the Arbitration
Term.
  17.6. If
any of the Parties fails to appoint an arbiter, by omission or default, even
though it has submitted to arbitration, the arbiter of such Party will be
appointed by the Arbitration Center of the Brazil-Canada Chamber of
Commerce.
  17.7.
Pursuant to the terms of the Arbitration Regulation, it is agreed that the third
arbiter, who will be the Chairman of the Arbitration Court, will be elected by
the arbiters appointed by the Parties, as determined in the items
above.
  17.8.
The Arbitration Court will be authorized, pursuant to the terms of Article 11,
IV of the Arbitration Law, to apply, with respect to the merits of the question
submitted to the Arbitration Court, the following rules, by order: (i) rules
resulting from the uses and customs of the national and international financial
market; (ii) Brazilian law, especially norms directed at the Brazilian financial
institutions; (iii) general principles of the Law; and (iv) those issued from
international treaties and conventions. The arbiters are not authorized to
decide by equity.
  6
  17.8.1.
The normative systems mentioned above shall be applied in the order stipulated
above, whereas a previous system may only be pretermitted by the following
system of the listing, if the rules of that system, in the grounded opinion of
the arbiters, are insufficient to decide on the purpose of the
arbitration.
  17.9.
The Arbitration Court shall expressly prohibit all decisions of an injunctive or
provisional nature, in the arbitration proceedings.
  17.10.
The arbitration sentence will be rendered in the City of São Paulo, in writing,
justifying the foundations of the decision and analyzing the matters of fact and
of law, at the headquarters of the Center, within 120 days counted from the date
of the institution of the arbitration proceeding, corresponding to the date of
receipt by the Center of the notification by the Initiating Party of the
arbitration proceedings, pursuant to the terms of the Regulation.
  17.11.
The arbitration sentence rendered will be final and unappealable, generating all
the effects of a judicial sentence, including formal and material res
judicata.
  17.12.
The Parties agree to comply with the arbitration sentence faithfully and timely,
waiving, hereby, irrevocably and irreversibly, the presentation of any appeal in
any instance or Court.
  17.13.
Pursuant to the terms of Article 31 of the Arbitration Law, any of the Parties
may request in Court the execution of the arbitration sentence, with the
objective of compelling the other Party to the corresponding compliance,
exclusively in the venue of the Judiciary District of the City of São
Paulo.
  17.14.
The arbitration sentence will establish that the defeated party shall reimburse
the other party for all and any expenses incurred, including those in connection
with the fees of the arbiters and lawyers, established by the Arbitration Court,
according to the relevant tables and fees, including in the reimbursement of the
amounts advanced pursuant to the terms of Clause 17.3 above.
  17.15.
The lawyers of the Parties, when constituted pursuant to the terms of the
Arbitration Regulation, shall receive a copy of all the communications,
notifications, correspondence, notices and other information on the acts and
determinations of the Arbitration Court sent to the Parties, sending of
information by email, fax or regular post being at the choice of the
sender.
  17.16.
Pursuant to the terms of the Arbitration Regulation, the arbitration proceeding,
is strictly confidential. It is prohibited to the members of the Center, to the
arbiters and to the Parties themselves, as well as any others eventually
involved, to disclose any information related to it, to which they have had
access as a result of the job or participation in said procedure, except by
express authorization by the Parties.
  17.17.
The Parties elect the forum of the Judiciary District of São Paulo, State of São
Paulo, to settle any claims arising out of this Contract, with waiver of any
other, however privileged, provided that the use of the Judiciary respects the
limits established in the Arbitration Law, or its purpose is the requirement of
urgent legal measures.
 
 7
  17.18.
The Parties shall observe and comply with the rules, terms and procedures for
compliance with the arbitration procedure, as determined by the Arbitration
Regulation.
  ACCEPTANCE OF THE COMMITMENT CLAUSE
OF THE DERIVATIVES CONTRACT – SWAP:
 
 We
declare that we have read, initialed and accepted, expressly and irrevocably,
the terms of the arbitration convention, composed by Clause 17 of the
DERIVATIVES CONTRACT – SWAP.
 
 
 TIM
      CELULAR SACONTRACTING
      PARTY
 
 17.19.
To settle eventual doubts and claims, the client may contact its manager. If the
expected solution is not achieved, UNIBANCO provides the telephone of its
Ombudsman’s Office (0800-7226281).
 
 IN
WITNESS WHEREOF, the Parties sign this Contract in 02 (two) counterparts of
equal tenor and with the same effect, which are subscribed by two
witnesses.
 
 São
Paulo, <<OPDATAINISWXDIA>> of <<OPDATAINISWxMESEXT>> OF
<<OPDATAINISWxANO>>
 
 ______________________________________TIM
CELULAR
 UNIBANCO
– UNIÃO DE BANCOS BRASILEIROS S/A
 
 
 _________________________________________________
 <<client>>
 CONTRACTING
PARTY
 
 WITNESSES:
 
 1.
      ______________________
                2.___________________________Name:
                Name:Taxpayer
      Register – CPF:
                CPF:
   8
 
 MODEL
 ATTACHMENT I – STATEMENT OF SETTLEMENT OF DERIVATIVES
TRANSACTION – SWAP
 
 São
Paulo, ___________________200____
 
 TO
 (CONTRACTING
PARTY)
 Address
 Corporate
Taxpayer Register - CNPJ/MF:
 C/O
Mr.
 
 Branch/Investment
Account linked to Current Account:
 
 Ref.:
DERIVATIVE CONTRACT – SWAP – No. <<OPSWCONTR CLEAR>>, signed on
<<OPDATAINSWxxDDMMAA>>
 
 We
inform that, on this date, as stipulated in the CONTRACT in reference, the swap
transaction specified below is being liquidated, according to the conditions
below:
 
 CHARACTERISTICS
OF THE SWAP TRANSACTION
 1)
      Settled Base Value
                R$2)
      Gross Adjustment
                R$3)
      Income Tax
                R$4)
      Net Adjustment
                R$5)
      Date of Transaction
                R$6)
      Settlement Date
                R$7)
      Parameter of CONTRACTING PARTY  Percentage:
      ___%Indexer:9)
      Parameter of
      UNIBANCO                          Percentage:___%Indexer:10)
      Reversal Rate (if applicable)   ___%
  p.a.
 
 The
debits and credits of values due by force of the CONTRACT shall be made into the
Investment Account restricted to the Current Account of CONTRACTING
PARTY.
 
 This
Statement is an integral part of the relevant CONTRACT, to which it is
subordinated inseparably and complementarily.
 
 
 ___________________________________________________UNIBANCO
      – UNIÃO DE BANCOS BRASILEIROS S/Ain
      the capacity of Calculation Agent
 
 
 WITNESSES:
 1.
      ______________________
              2.___________________________Name:
              Name:Taxpayer
      Register – CPF:
              CPF:
   9