Oi Releases Material Fact - Towers' Right of Use

               Oi Releases Material Fact - Towers' Right of Use

PR Newswire

RIO DE JANEIRO, July 15, 2013

RIO DE JANEIRO, July 15, 2013 /PRNewswire/ --Oi S.A. ("Oi" or the "Company"),
in compliance with article 157, paragraph 4, of Law No. 6,404/76, and in
accordance with CVM Instruction No. 358/02, hereby notifies its shareholders
and the market in general that, on July 12, 2013, together with its subsidiary
Telemar Norte Leste S.A. ("Telemar" and, in conjunction with Oi, the
"Assignors"), it entered into a contract with SBA Torres Brasil Ltda. (the
"Assignee"), through which it agreed to assign the right of commercial
exploitation and use of 2,113 telecommunications towers and the respective
areas where they are located (the "Areas") in return for the total amount of
R$686,725,000.00, on the closing date (the "Closing"), subject to certain
contractual adjustments, without the transfer, directly or indirectly, of
ownership of the such telecommunications towers and Areas (the "Transaction").

The Transaction will bring as direct benefits to the Company the optimization
of resources and transference of operations and maintenance costs of the
assets to the Assignee, while ensuring the continuity of services provided in
connection with the Fixed-Line Telephony Service (STFC) concession, to the
extent that the transaction also includes the leasing of space in such
telecommunications towers and Areas by the Assignee for the benefit of the
Assignors and their subsidiaries, directly or indirectly, through long-term

The Closing of the Transaction is subject to the fulfillment of conditions
precedent provided for by contract relating to the approval of the transaction
by the Brazilian telecommunications regulator (Agencia Nacional de
Telecomunicacoes - Anatel), within the terms and conditions of applicable

Oi will maintain its shareholders and the market informed of the completion of
the Transaction, as well as any other events that may impact its terms and

Rio de Janeiro, July 15, 2013.
Bayard de Paoli Gontijo
Investor Relations Officer

Oi S.A.
Corporate Taxpayers' Registry (CNPJ/MF) No.76.535.764/0001-43
Board of Trade (NIRE) No. 33.3.0029520-8
Publicly-held Company


Website: http://www.oi.com.br/ir
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