Common use of Operational Agreements Clause in Contracts

Operational Agreements. Concurrently with the merger of BRASIL TELECOM CELULAR into ▇▇▇ and the other operations referred to in section 1.2 above, it is envisaged that BRASIL TELECOM and TIM, or the Subsidiaries, as the case may be, will, in order to increase for BRASIL TELECOM the advantages of the merger, enter into a Long Distance services agreement, pursuant to which BRASIL TELECOM will provide such services to TIM, or the Subsidiaries, as the case may be, and into other operational agreements. In addition, the existing agreements between BRASIL TELECOM and BRASIL TELECOM CELULAR will be reviewed and amended, or integrated into the new agreements, as necessary for their terms and conditions to reflect arms’ length bases. The specific terms and conditions of each of such new agreements and of any amendments to existing agreements will be negotiated and agreed to by BRASIL TELECOM and TIM, or the Subsidiaries, as the case may be, on an arm’s length conditions respecting the existing sectorial and antitrust regulations, and will be based on the following principles: a) BRASIL TELECOM will rely on the mobile network of ▇▇▇ and the Subsidiaries to continue offering its distinctive offer based on convergent services in compliance with current regulation; b) BRASIL TELECOM will exploit the highest know-how of the GSM technology provided by TIM in order to offer innovative value added services and mobile office solutions to its customers; c) BRASIL TELECOM will create synergies between the two distribution networks: (i) BRASIL TELECOM will increase the capillarity of its commercial presence by exploiting the distribution network of TIM and the Subsidiaries in Region II (more than 3.400 Points of Sale, of which more than 700 Corporate and 15 owned Points of Sale), where a range of services would be provided, from a “friendly contact point” ( information on BRASIL TELECOM services) to the sale of convergent services, and (ii) BRASIL TELECOM will earn from the promotion of services of TIM and the Subsidiaries through its distribution network; d) BRASIL TELECOM will be the preferred provider of TIM and the Subsidiaries for long distance services and on a preferential and on a “most favored customer” basis, to the extent permissible under applicable regulation; e) BRASIL TELECOM will be a preferred provider of TIM and the Subsidiaries for leased lines, cables and backbone transmission facilities that will be granted on a “most favored customer” basis and subject to any requirements of non-discrimination; f) BRASIL TELECOM will be a preferred provider of TIM and the Subsidiaries, on a “most favored customer” basis, for Site and Infra-Structure Sharing to support its Network rollout plan; g) BRASIL TELECOM and TIM will jointly evaluate the opportunities of creating synergies from the optimization of operating processes like logistics (e.g. optimal management of network and IT spare parts using the warehouses of both operators).

Operational Agreements. Concurrently with the merger of BRASIL TELECOM CELULAR into ▇▇▇ and the other operations referred to in section 1.2 above, it is envisaged that BRASIL TELECOM and TIM, or the Subsidiaries, as the case may be, will, in order to increase for BRASIL TELECOM the advantages of the merger, enter into a Long Distance services agreement, pursuant to which BRASIL TELECOM will provide such services to TIM, or the Subsidiaries, as the case may be, and into other operational agreements. In addition, the existing agreements between BRASIL TELECOM and BRASIL TELECOM CELULAR will be reviewed and amended, or integrated into the new agreements, as necessary for their terms and conditions to reflect arms’ ' length bases. The specific terms and conditions of each of such new agreements and of any amendments to existing agreements will be negotiated and agreed to by BRASIL TELECOM and TIM, or the Subsidiaries, as the case may be, on an arm’s 's length conditions respecting the existing sectorial se ctorial and antitrust regulations, and will be based on the following principles: a) BRASIL TELECOM will rely on the mobile network of ▇▇▇ and the Subsidiaries to continue offering its distinctive offer based on convergent services in compliance with current regulation; b) BRASIL TELECOM will exploit the highest know-how of the GSM technology provided by TIM in order to offer innovative value added services and mobile office solutions to its customers; c) BRASIL TELECOM will create synergies between the two distribution networks: (i) BRASIL TELECOM will increase the capillarity of its commercial presence by exploiting the distribution network of TIM and the Subsidiaries in Region II (more than 3.400 Points of Sale, of which more than 700 Corporate and 15 owned Points of Sale), where a range of services would be provided, from a “"friendly contact point” " ( information on BRASIL TELECOM services) to the sale of convergent services, and (ii) BRASIL TELECOM will earn from the promotion of services of TIM and the Subsidiaries through its distribution network; d) BRASIL TELECOM will be the preferred provider of TIM and the Subsidiaries for long distance services and on a preferential and on a “"most favored customer” " basis, to the extent permissible under applicable regulation; e) BRASIL TELECOM will be a preferred provider of TIM and the Subsidiaries for leased lines, cables and backbone transmission facilities that will be granted on a “"most favored customer” " basis and subject to any requirements of non-discrimination; f) BRASIL TELECOM will be a preferred provider of TIM and the Subsidiaries, on a “"most favored customer” " basis, for Site and Infra-Structure Sharing to support its Network rollout plan; g) BRASIL TELECOM and TIM will jointly evaluate the opportunities of creating synergies from the optimization of operating processes like logistics (e.g. optimal management of network and IT spare parts using the warehouses of both operators).. 26

Operational Agreements. Concurrently with the merger of BRASIL TELECOM CELULAR into ▇▇▇ and the other operations referred to in section 1.2 above, it is envisaged that BRASIL TELECOM and TIM▇▇▇, or the Subsidiaries, as the case may be, will, in order to increase for BRASIL TELECOM the advantages of the merger, enter into a Long Distance services agreement, pursuant to which BRASIL TELECOM will provide such services to TIM▇▇▇, or the Subsidiaries, as the case may be, and into other operational agreements. In addition, the existing agreements between BRASIL TELECOM and BRASIL TELECOM CELULAR will be reviewed and amended, or integrated into the new agreements, as necessary for their terms and conditions to reflect arms’ length bases. The specific terms and conditions of each of such new agreements and of any amendments to existing agreements will be negotiated and agreed to by BRASIL TELECOM and TIM▇▇▇, or the Subsidiaries, as the case may be, on an arm’s length conditions respecting the existing sectorial and antitrust regulations, and will be based on the following principles: a) BRASIL TELECOM will rely on the mobile network of ▇▇▇ and the Subsidiaries to continue offering its distinctive offer based on convergent services in compliance with current regulation; b) BRASIL TELECOM will exploit the highest know-how of the GSM technology provided by TIM ▇▇▇ in order to offer innovative value added services and mobile office solutions to its customers; c) BRASIL TELECOM will create synergies between the two distribution networks: (i) BRASIL TELECOM will increase the capillarity of its commercial presence by exploiting the distribution network of TIM ▇▇▇ and the Subsidiaries in Region II (more than 3.400 Points of Sale, of which more than 700 Corporate and 15 owned Points of Sale), where a range of services would be provided, from a “friendly contact point” ( information on BRASIL TELECOM services) to the sale of convergent services, and (ii) BRASIL TELECOM will earn from the promotion of services of TIM and the Subsidiaries through its distribution network; d) BRASIL TELECOM will be the preferred provider of TIM ▇▇▇ and the Subsidiaries for long distance services and on a preferential and on a “most favored customer” basis, to the extent permissible under applicable regulation; e) BRASIL TELECOM will be a preferred provider of TIM ▇▇▇ and the Subsidiaries for leased lines, cables and backbone transmission facilities that will be granted on a “most favored customer” basis and subject to any requirements of non-discrimination; f) BRASIL TELECOM will be a preferred provider of TIM ▇▇▇ and the Subsidiaries, on a “most favored customer” basis, for Site and Infra-Structure Sharing to support its Network rollout plan; g) BRASIL TELECOM and TIM ▇▇▇ will jointly evaluate the opportunities of creating synergies from the optimization of operating processes like logistics (e.g. optimal management of network and IT spare parts using the warehouses of both operators).