NET SERVIÇOS DE COMUNICAÇÃO S.A., as Issuer The Guarantors named herein, as Guarantors and THE BANK OF NEW YORK, as Trustee INDENTURE Dated as of March 22, 2005 U.S.$75,801,134 7.0% Senior Secured Notes due 2009Indenture • June 30th, 2005 • Net Servicos De Comunicacao S A • Cable & other pay television services • New York
INDENTURE, dated as of March 22, 2005, by and among NET SERVIÇOS DE COMUNICAÇÃO S.A, a sociedade anônima organized under the laws of the Federative Republic of Brazil (the “Company”), as issuer, ALNOR ALUMÍNIO DO NORTE LTDA., a sociedade limitada organized under the laws of the Federative Republic of Brazil, ANTENAS COMUNITÁRIAS BRASILEIRAS LTDA., a sociedade limitada organized under the laws of the Federative Republic of Brazil, CABODINÂMICA TV CABO SÃO PAULO S.A., a sociedade anônima organized under the laws of the Federative Republic of Brazil, CMA PARTICIPAÇÕES S.A., a sociedade anônima organized under the laws of the Federative Republic of Brazil, DABNY, L.L.C., a Delaware limited liability company, JONQUIL VENTURES LIMITED, an international business company organized under the laws of the British Virgin Islands, MULTICANAL TELECOMUNICAÇÕES S.A., a sociedade anônima organized under the laws of the Federative Republic of Brazil, NET BELO HORIZONTE LTDA., a sociedade limitada organi
RECEIVABLES PLEDGE AGREEMENT WITH AN ENFORCEMENT CLAUSEReceivables Pledge Agreement • June 30th, 2005 • Net Servicos De Comunicacao S A • Cable & other pay television services
This Receivables Pledge Agreement with an Enforcement Clause (“Agreement”), signed on March 1, 2005, is entered into by and between the following Parties (“Parties”):
COMMON TERMS AGREEMENTCommon Terms Agreement • June 30th, 2005 • Net Servicos De Comunicacao S A • Cable & other pay television services
This Common Terms Agreement (“the Agreement”) shall be executed, in accordance with the law, by the following parties (“The Parties”):
ASSET PLEDGE AGREEMENT WITH AN AMICABLE SALE CLAUSE AND OTHER COVENANTSAsset Pledge Agreement • June 30th, 2005 • Net Servicos De Comunicacao S A • Cable & other pay television services
This Asset Pledge Agreement with an Amicable Sale Clause, and Other Covenants (“Agreement”) dated as of March 1, 2005 is entered into by and between the following parties:
SHARE PLEDGE AGREEMENT WITH AN AMICABLE SALE CLAUSE AND OTHER COVENANTSShare Pledge Agreement • June 30th, 2005 • Net Servicos De Comunicacao S A • Cable & other pay television services
the City of São Paulo, State of São Paulo, at Praça Alfredo Egydio Souza Aranha No. 100, Torre Itausa, enrolled in CNPJ under No. 60.701.190/0001 -04, herein represented according to its Bylaws, as collateral agent (the “Collateral Agent”).
QUOTA PLEDGE AGREEMENT WITH AN AMICABLE SALE CLAUSE AND OTHER COVENANTSQuota Pledge Agreement • June 30th, 2005 • Net Servicos De Comunicacao S A • Cable & other pay television services
This Quota Pledge Agreement with an Amicable Sale Clause and Other Covenants (“Agreement”), signed on March 1, 2005, is made by and between the following parties (“Parties”):
INTERCREDITOR AGREEMENT among NET SERVIÇOS DE COMUNICAÇÃO S.A. and Subsidiaries thereof, The Secured Creditors named herein and BANCO ITAÚ S.A., as Collateral Agent Dated as of February 24, 2005Intercreditor Agreement • June 30th, 2005 • Net Servicos De Comunicacao S A • Cable & other pay television services
INTERCREDITOR AGREEMENT This Intercreditor Agreement, dated as of February 24, 2004 (this “Agreement”), is entered into by and among the following parties (the “Parties”):
