EXHIBIT
2.11




BANK
CREDIT NOTE No. 1473463801





CLIENT:
              TIM CELULAR
      SA
            CNPJ/MF
              04.206.050/0001-80Address:
              R Giovanni
      Gronchi 07143
            E-mailCity/State
              SÃO
      PAULO/SP
            CEP
              05724-006Branch:
              0300
            Current
      Account No.
              102308-8


ONLENDING
      OF RESOURCES IN FOREIGN CURRENCYValue of
      principal in foreign currency
              US$*****29,462,023.45
      (Twenty-nine million, four hundred and sixty-two thousand, twenty-three US
      dollars and forty-five cents)Date of
      issue
              07/22/2008
            Term
              0291
      days
            Due
      Date
              12/30/2008FINANCIAL
      CHARGES
              Interest
      fixed at the rate of *****1.50000000% per annum, equivalent to
      *****0.12500000% per month, calculated linearly, “pro rata temporis”,
      based on a year of 360 (three hundred and sixty) running
    days.OTHER
      CHARGES AND EXPENSESRELEASE OF
      FUNDS
              Date:
      03/14/2008
              Form:
              (X) Credit
      into Current Account held by CLIENT at UNIBANCO
              (  )
      TED (Wire Transfer)/DOC (Credit Order Form) ( in favor of
      CLIENT
              
              Exchange rate
      for conversion of the Value of the Principal in Foreign
      Currency:
              (X) R$ 1.6971
      per US$
              (  )
      according to conversion criteria stipulated in Clause 3.1.1 of this
      instrument.
              
              Release
      value: R$ 50,000,000.00PAYMENT
      FLOW
              Principal:
      upon final maturity
              Financial
      charges: upon final maturityFORM
      OF LIQUIDATION
              Debit into
      current account held by CLIENTGUARANTEES
              NIHILINTERVENING
      PARTY GUARANTOR(S)


NIHIL
            NIHIL
            NIHIL
            NIHILPURPOSE
              Financing of
      working capital to CLIENT








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





*C04723CN0001473463801200803130030801*









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





I
– PURPOSE





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





II
– FINANCIAL CHARGES





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





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





III
– FORMALIZATION AND RELEASE OF THE TRANSACTION





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





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





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





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





*C04723CN0001473490101200803140030802*





2





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





IV
– PAYMENT





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





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


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





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





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





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





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





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





*C04723CN0001473490101200803140030803*




3





V
– GUARANTEES





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





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





VI
– ENVIRONMENTAL LIABILITY





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





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





VII
– EARLY MATURITY





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





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





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





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





*C04723CN0001473490101200803140030804*




4





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





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





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





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





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





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





VII
– INTEREST ON ARREARS





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





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





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





IX
– EARLY LIQUIDATION





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





*C04723CN0001473490101200803140030805*




5





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





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





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





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





X
– TAXES, EXPENSES AND OTHER CHARGES





10.1 CLIENT shall
bear with all the charges imputed to him accruing on this Note and on the
collection and performance of the guarantees restricted to it, such as: i)
foreign exchange variation; ii) interest and commission on onlending stipulated
herein; iii) income tax, when accruing, due for the payment of interest and
other expenses to the external creditor of UNIBANCO; iv) evaluation and
revaluation of goods or rights offered in guarantee; v) insurance premiums and
policy costs; vi) redemption or sale of the goods or rights given in guarantee;
vii) taxes of any nature and parafiscal contributions that accrue or come to
accrue on the principal and accessory transactions contemplated in this Note or
on other guarantees, as well as all or any expense, even if not mentioned here,
resulting from this Note, which UNIBANCO is obliged to pay for.





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





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





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
















*C04723CN0001473490101200803140030806*











6




XI
– TERM





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





FINAL
PROVISIONS





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





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





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





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





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





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





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





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





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





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





*C04723CN0001473490101200803140030807*




7




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





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





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





São Paulo, July 22,
2008





[signature]


____________________________________


TIM CELULAR
SA


CLIENT





IN
AGREEMENT








______________________________________





*C04723CN0001473490101200803140030808*




8




SPREADSHEET
ATTACHED TO THE NOTE/LOAN AGREEMENT BY ONLENDING OF RESOURCES IN FOREIGN
CURRENCY No. 1473463801





NAME OF COMPANY:
TIM CELULAR S.A.


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





INDEXING  CURRENCY:
COMMERCIAL DOLLAR





AMORTIZATION
              (A)
            INTEREST
              (B)
            COMMISSION
              (C)
            TOTAL
      VALUE PAYABLE (A+B+ C)
            MATURITY
            TOTAL
      PAYABLE ON BASE DATE******29,462,023.45
            *****37,227.03
            *****0.00
            *****29,819,250.48
            12/30/2008
            *****50,606,249.99*****29,462,023.45
            *****37,227.03
            *****0.00
            ******29,819,250.48
            
            *****50,606,249.99





EARLY
DEDUCTIONS




A
      – Commission
              
              R$  -
      0 – US$  - 0 –B-
      Registry Office
              
              R$C-
      Interest
              
              R$  -
      0 – US$    - 0 –TOTAL
              
              R$NET
      AMOUNT
              
              R$
      *****50,000,000.01





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








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





*C04723CN00014734734638012008030050101*








9