EXHIBIT
2.1
 
 
 LOAN
AGREEMENT FOR ONLENDING OF EXTERNAL LOAN – RESOLUTION No. 2770, of 08.30.2000,
of the NATIONAL MONETARY COUNCIL
 
 1. BASE DATE:
      03/14/2008
              CONTRACT No.
      100616972. BANK:
      BANCO VOTORANTIM S.A., headquartered at Av. Roque Petroni Júnior, 999 –
      16th
      floor, São Paulo/SP, corporate taxpayer register CNPJ/MF No.
      59.588.111/0001-03, represented according to its
Bylaws.3. BORROWER:
      TIM CELULAR S.A., headquartered at Av. Giovanni Gronchi, 7143 – São
      Paulo/SP, CNPJ/MF No. 04.206.050/0001-80, represented according to its
      Bylaws.4.
      CHARACTERISTICS OF THE LOAN:
                
                4.1.
      Values:
                
                4.1.1. Value
      of Onlending in foreign currency: Yen 6,056,935,192.61 (six billion,
      fifty-six million, nine hundred and thirty-five thousand, one hundred and
      ninety-two Japanese yens and sixty-one cents).
                
                4.1.2.
      Conversion foreign exchange rate: R$ 0.016510
                4.1.3 Value
      in domestic currency: R$ 100,000,000.03 (one hundred million reais and
      three cents).
                
                4.2.
      Charges:
                4.2.1.
      Interest, Onlending Commission and Income Tax (per annum): 1.0000 % p.a.,
      linear, corresponding to 0.0833% p.m., linear.
                
                4.3. Tariffs:
      0.00                                           4.4.
      Other Expenses: 0.005.
      TERM:
                
                5.1. Maturity
      date of charges and income tax: 02/25/2009.
                5.2. Maturity
      date of principal: 02/25/2009.
 MATURITY
              CHAGES –
      YEN
              PRINCIPAL –
      YEN
              VALUE OF
      INSTALLMENT – YEN02/25/2009
              58,550,373.53
              6,056,935,192.61
              6,115,485,566.14
 6. Promissory
      Note – value: Yen 6,115,485,566.14 (six billion, one hundred and fifteen
      million, four hundred and eighty-five thousand, five hundred and sixty-six
      Japanese yens and fourteen cents), due cash.
                
                Guarantor(s):
                
                Name:
                Address:
                CNPJ:
 
 
  
 
 
 
 The parties
identified above execute this Contract, based on Resolution No. 2770, of
08.30.00, of the National Monetary Council and other provisions pertaining to
the kind, by the following clauses and conditions:
 
 1. Based on
Resolution No. 2770, of 08.30.00 and other complementary rules, the BANK
captured funds in foreign currency, with the objective of passing them on to
their clients in Brazil, whose conditions and form of payment were previously
approved by the Central Bank of Brazil, through the Department of Inspection and
Registration of Foreign Capitals (FIRCE).
 
 2. By the same
instrument, and always according to Resolution 2770 and other complementary
rules, the BANK lends to the BORROWER, by onlending, the sum in domestic
currency, expressed in item 4.1.3 of the preambular framework, as a loan with
foreign exchange indexation, resulting from the conversion of the value into
Japanese Yen, cited in item 4.1.1. of the above table, by the foreign exchange
conversion rate cited in item 4.1.2. above.
 
 3. The BORROWER
undertakes to pay at the headquarters of the BANK, regardless of any notice or
judicial or extrajudicial notification, the loan mentioned in item 4.1.1. of the
preambular table, accreted of the charges established in item 4.2.1 of the same
table, on the due date(s) set forth in item 5 of the same table, by check issued
by it, Electronic Transfer – TED or Credit Clearance Document – DOC, in domestic
currency equivalent to the value of the provision of Japanese Yen, converted by
sale rate, published by the Central Bank of Brazil, through SISBACEN-PTAX 800 –
option 5 – Quotations for Accounting – currency 470 – market rate, in force for
the date of payment with respect to the average of the immediately previous
business day.
 
 3.1. If the Central
Bank of Brazil fails to inform the rates mentioned in Clause 3 above, the one
disclosed by the Central Bank of Brazil will be used in its substitution, and,
in the absence thereof, the average of the sale rates, calculated and informed
by the BANK in connection with the business day immediately prior to the date(s)
established for maturity will be used, which rates are practiced by the banks:
BANCO ITAÚ S.A., BANCO CITIBANK S.A. and BANCO DO BRASIL S.A.
 
 3.2. The charges
will be calculated on the balance due of the principal in Japanese Yen by the
number of days of the period, on the basis of 1 (one) year of three hundred and
sixty-five days.
 
 3.3. The resources
of this onlending will be used by the BORROWER for its social
purposes.
 
 4. If the date of
any payment accrues on a day in which the BANK does not operate, or cannot close
the Foreign Exchange, as a result of a bank holiday in Brazil or abroad, the
BORROWER shall effect it on the first subsequent business day or on the first
business day prior to that of maturity, so as to enable the remittance of
currency abroad, on the dates in the deadlines. All and any liens resulting from
the modifications contemplated in this clause shall be borne by the BORROWER and
the benefits that may arise will be credited to it.
   2
 
  4.1. If the
Brazilian authorities determine an extraordinary bank holiday, which prevents
the BANK from acquiring the currency necessary to settle its commitments with
the external creditor, the BORROWER will effect the payments due herein to the
BANK on the second business day immediately subsequent to the end of the
respective holiday, the values due by BORROWER to the BANK being converted by
the Sale rate, published by the Central Bank of Brazil, through SISBACEN-PTAX
800 – option 5 – Accounting Quotations – currency 470 – market rates, in force
for the date of effective payment relative to the average of the immediately
previous business day.
 
 5. The value of the
principal and the respective charges are subject to foreign exchange parity,
which means that the BORROWER undertakes to bear the foreign exchange risks
resulting from this transaction until the effective and total liquidation of the
obligations resulting from this contract, undertaking to settle its debit in
compliance with the provisions of Clause 3 above.
 
 6. The LENDER
undertakes to reimburse all and any rate, liens, financial charges, registration
emoluments, taxes, among them the tax on Credit Transactions (IOC) and Income
Tax (IR) on remittances abroad, whenever these are due, or those which come to
be created, whether on the contracted loan, or on the remittance abroad of the
sums destined to liquidation of the loan. The obligation established herein
shall only apply when and if the charges are effectively due. It is further
clarified that, any incentive, benefit or restitution applicable, shall revert
to the benefit of BORROWER.
 
 6.1. If, by virtue
of laws, normative acts, or internal administrative measures, the remittances of
the payments to the foreign creditor, are hindered or aggravated with additional
cost not existing at the time of the execution of this contract, as a result of
the imposition of tax burdens, to this remittances, BORROWER shall reimburse to
the BANK, within 48 (forty-eight) hours, which will begin with the receipt of
the respective notification(s).
 
 7. Without the
express consent of the BANK, the BORROWER may not liquidate early, as a whole or
in part, the debt resulting from this contract.
 
 8. To ensure the
ready payment and liquidation of its debit, comprising the principal,
accessories and charges, BORROWER makes hereby the delivery to the BANK of
Promissory Note(s), issued by it, in the quantities and values set forth in item
6 of the table above.
 
 8.1. If, at any
time, for any reason, it is verified that the effective debt of the BORROWER,
whether as principal and/or interest, is, at the time, superior to the one
consigned in the respective Promissory Note, the BANK, in addition to collecting
the same Promissory Note, shall collect the difference verified.
 
 8.2. Regardless of
the enforcement of the guarantees created, the BANK may, if default on the
conventional or legal obligations is configured at the charge of BORROWER,
promote the protest and execution of the Promissory Note(s) issued by the
BORROWER.
 
 9. LENDER may not
assign, transfer or pledge the rights and obligations resulting from this
instrument, totally or partially, without the previous consent of the
BANK.
   3
 
  10. Regardless of
judicial or extrajudicial interpellation, it shall be legally operated, for
purposes of Article 397 of the Civil Code, the early maturity of the entire debt
of BORROWER, in addition to the other events contemplated herein, in the
following cases: a) if any of the events contemplated in articles 333 and 1425
of the Civil Code occurs; b) if it is verified the falsehood of any declaration,
information or document, which has been, respectively, executed, rendered or
delivered by BORROWER; c) if BORROWER has any title protested, in an amount
superior to R$20,000,000.00 (twenty million reais), the protest remaining
unjustified for more than 30 (thirty) days or bring any judicial or
extrajudicial recovery proceedings or have its bankruptcy fundamentally required
or declared; d) if any change, transfer or assignment, direct or indirect,
occurs, of the corporate/share control, or yet, the incorporation, merger or
split of CLIENT, provided that such event does not occur between or with
subsidiaries, associated and/or parent companies of CLIENT; e) if the BORROWER
interrupts its activities; f) when applicable, if the BORROWER suffers the
intervention of the Central Bank of Brazil and g) if BORROWER fails to comply
with any of the clauses or conditions recorded herein.
 
 11. In the absence
of payment, at the opportune moment, of any sum due as a result of this
contract, or in the event of default in general, on any obligations assumed by
BORROWER, the immediate termination of the credit granted herein shall occur,
and the total outstanding debt will become hereby due and
enforceable,  accreted of a permanence commission, calculated at 1%
(one percent) per month, in addition to a fine of 2% (two percent) on the debt
in arrears. In such circumstances, the BANK will be authorized to proceed to the
immediate execution of all the guarantees created, regardless of the order in
which they were granted, it will not matter, however, the execution of only part
of said guarantees in waiver of the others restricted to this contract, such
guarantees may be executed at any time, until the final and full liquidation of
the debt.
 
 13. (sic) If the value of any
charge, expense or tax, which accrues or comes to accrue on the obligations
contracted herein, is defined only at the time of the release or placement of
the resources at the disposal of BORROWER, or, in the case of increase of any
charges or taxes, BORROWER will be previously informed, by mail, telegram or
FAX, to be sent to the address indicated in table 3.
 
 14. It is expressly
covenanted that abstaining from the exercise, by the BANK, of any rights or
faculties to which it is entitled by this contract, or eventual tolerance with
arrears or default in compliance with the obligations of BORROWER, shall not
affect those rights or faculties, which may be exercised at any time by the
BANK, at its sole discretion, nor alteration in any way, of the conditions
stipulated herein. Eventual and transitory tolerance by the BANK shall not bind
it with respect to future maturities or defaults.
 
 15. If, to promote
the defense of its rights resulting from this contract, or to have satisfaction
of what is due to it, the BANK needs to appeal to administrative or judicial
means, it will be entitled to receive from BORROWER, in addition to the legal
and collection costs, the lawyers’ fees arbitrated in Court, provided that the
borrower is the recipient of the adversary party’s fees.
   4
 
  16. The Parties
hereby recognize that the BORROWER, its affiliates, administrators, employees
and eventual subcontractors will be subject to the observance and compliance
with the Code of Ethics of BORROWER (“Code of Ethics of TIM”), which provides
that all the business of BORROWER, including this Contract, are guided by
sustainable development and growth, and by respect and protection of human
rights, of the right to work, of the principles of environmental protection and
the fight against corruption, in light of the principles of the Global Covenant
of the United Nations Organizations. The Code of Ethics of TIM provides the need
for respect: (i) honesty, loyalty and transparency to its shareholders, clients,
partners, suppliers, contractors, market, governmental agencies, community and
other stakeholders; (ii) the interests of the company and the contracting
parties, above the individual interests of its employees, representatives and
service providers; (iii) the safety and health rules in work locations; (iv) the
environment and public health, adopting, also, a preventive approach to related
problems. The BORROWER also repudiates and sentences (a) any act that it
attempts against human rights, especially those protected by the Constitution;
(b) child, illegal or slave labor; (c) acts that imply or result in torture,
physical or mental; (d) acts that attempt against health and safety in the work
locations, including aiming to prevent accidents and damage to health; (e) acts
that impair the right of free association of its employees; (f) discriminatory
acts in labor relations, including in the definition of remuneration, access to
training, promotions, terminations and retirements, whether in function of race,
nationality, religion, sexual orientation, age, physical or mental handicap,
trade union affiliation, nor shall support any other form of discrimination or
harassment; (g) acts of corruption on the website of TIM Participações S.A.
(www.timpatri.com.br)
Area: Corporate Governance, Ethics Code) and filed at its headquarters and in
all of its establishments, at the disposal for public consultation. To this
effect, the BANK declares that its performance and its business, to the extent
applicable, observe and diffuse in its business chain the principles and values
mentioned above, ethically and socially responsible.
 
 17. The Venue of
the Judiciary District of the City of São Paulo, State of São Paulo, is hereby
elected, to the exclusion of any other, however privileged, to settle any
questions arising out of the performance of this contract.
 
 IN WITNESS WHEREOF,
the parties sign this contract in 03 (three) counterparts of equal tenor, with
the undersigned witnesses.
 
 São Paulo,
      March 14, 2008[signature]
              [signature]Nelson Jorge
      de Freitas
              Mario Antonio
      ThomaziAttorney-in-fact
              DirectorBANCO
      VOTORANTIM[signature]TIM CELULAR
      S.A.Witnesses:1.
      [signature]
              2.
      [signature]Sérgio
      Augusto Waschinsky
              Maria
      Carolina MirabellaCPF
      199.284.228-00
              CPF
      310.381.208-61ID
      24.680.040-9
              ID
      18.437.414-5
   5
 
  NON-TRADEABLE
COUNTERPART
 
 PROMISSORY
NOTE
 
 Value Yen
6,115,485,566.14
 Due:
Cash
 
 On the due date
contemplated above, we shall pay for this Promissory Note to BANCO VOTORANTIM
S.A., headquartered at Av. Roque Petroni Júnior, 999 – 16th floor,
City of São Paulo – SP, registered at CNPJ/MF No. 59.588.111/0001-03, or to its
order, the equivalent in domestic foreign currency to Yen 6,116,485,566.14 (six
billion, one hundred and fifteen million, four hundred and eighty-five thousand,
five hundred and sixty-six Japanese Yen and fourteen cents), calculated
according to the rate published by the Central Bank of Brazil, through
SISBACEN-PTAX 800 – option 5 – Quotations for Accounting – currency 470 – market
rates, which rate shall be in force on the last business day, immediately prior
to the date of effective payment. This Promissory Note was issued to guarantee
full compliance with the obligations resulting from the Loan Agreement for
Onlending of External Loan – Resolution No. 2770, of 08.30.2000, of the National
Monetary Council, signed on 03/14/2008, between TIM CELULAR S.A. and BANCO
VOTORANTIM S.A.
 
 São Paulo, March
14, 2008
 
 
 [signature]
 Issuer: TIM CELULAR
S.A.
 Address: Av.
Giovanni Gronchi, 7143 – São Paulo/SP
 CNPJ/MF No.:
04.206.0500001-80
 
 THIS PROMISSORY
NOTE IS RESTRICTED TO THE LOAN AGREEMENT FOR ONLENDING OF EXTERNAL LOAN –
RESOLUTION No. 2770, of 08.30.2000, OF THE NATIONAL MONETARY COUNCIL No.
10061697, SIGNED ON THIS DATE BETWEEN THE BANK AND THE BORROWER
     6