NET SERVIÇOS DE COMUNICAÇÃO S.A. AND JPMORGAN CHASE BANK, N.A., As Depositary AND HOLDERS OF AMERICAN DEPOSITARY RECEIPTS Second Amended and Restated Deposit Agreement Dated as of [DATE] , 2006Deposit Agreement • July 28th, 2006 • Net Servicos De Comunicacao S A • Cable & other pay television services • New York
SECOND AMENDED AND RESTATED DEPOSIT AGREEMENT dated as of [DATE] , 2006 (the "Deposit Agreement") among NET SERVIÇOS DE COMUNICAÇÃO S.A. and its successors (the "Company"), JPMORGAN CHASE BANK, N.A., as depositary hereunder (the "Depositary"), and all holders from time to time of American Depositary Receipts issued hereunder ("ADRs") evidencing American Depositary Shares ("ADSs") representing deposited Shares (defined below). The Company hereby appoints the Depositary as depositary for the Deposited Securities and hereby authorizes and directs the Depositary to act in accordance with the terms set forth in this Deposit Agreement. All capitalized terms used herein have the meanings ascribed to them in Section 1 or elsewhere in this Deposit Agreement.
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 2009Supplemental Indenture • 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”):
SHARE ACQUISITION AGREEMENT AND OTHER COVENANTSNet Servicos De Comunicacao S A • March 9th, 2007 • Cable & other pay television services
NOW, THEREFORE, in consideration of the foregoing and of the mutual covenants and agreements hereinafter set forth, the Parties hereto, intending to be legally bound hereby to the extent the conditions precedent set forth herein are satisfied, agree as follows:
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:
ContractNet Servicos De Comunicacao S A • May 21st, 2010 • Cable & other pay television services
THE USE OF THE FOLLOWING NOTATION IN THIS EXHIBIT INDICATES THAT A CONFIDENTIAL PORTION HAS BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND THE OMITTED MATERIAL HAS BEEN FILED SEPARATELY WITH THE COMMISSION: [***].
INDEMNIFICATION AGREEMENTIndemnification Agreement • March 9th, 2007 • Net Servicos De Comunicacao S A • Cable & other pay television services
Fist Addendum to the Agreement for the Provision of Telecommunication Services under the Industrial Exploration Regime and Other CovenantsNet Servicos De Comunicacao S A • May 21st, 2010 • Cable & other pay television services
Empresa Brasileira de Telecomunicações S.A. - EMBRATEL, headquartered at Avenida Presidente Vargas, nº 1.012, Centro, in the city and state of Rio de Janeiro, Corporate Taxpayer’s ID (CNPJ/MF) 33.530.486/0001-29, hereby represented in the form of its Bylaws, hereinafter referred to as EMBRATEL; and
COMMISSION CONTRACTNet Servicos De Comunicacao S A • June 30th, 2004 • Cable & other pay television services
NET BRASIL S.A., a company headquartered in the City and State of Paulo, at Avenida Brasil, N°. 1,612, registered with the CNPJ under N°. 01.007.021/0001-00, herein represented in the form of its By-Laws (hereafter referred to simply as “NET BRASIL”);
FOURTH ADDENDUM TO THE SERVICE AGREEMENT AND OTHER COVENANTSNet Servicos De Comunicacao S A • May 21st, 2010 • Cable & other pay television services
EMPRESA BRASILEIRA DE TELECOMUNICAÇÕES S.A. - EMBRATEL, headquartered at Av. Presidente Vargas nº 1012, Centro, City of Rio de Janeiro, State of Rio de Janeiro, registered in the roll of corporate taxpayers (CNPJ/MF) under number 33.530.486/0001-29, herein represented by its Bylaws, hereinafter referred to as “EMBRATEL”; and
Telecommunications Service Agreement under the Industrial Exploration Regime and Other CovenantsNet Servicos De Comunicacao S A • May 21st, 2010 • Cable & other pay television services
Empresa Brasileira de Telecomunicações S.A. - EMBRATEL, headquartered at Avenida Presidente Vargas, nº 1.012, Centro, in the city and state of Rio de Janeiro, Corporate Taxpayer’s ID (CNPJ/MF) 33.530.486/0001-29, hereby represented in the form of its Bylaws, hereinafter referred to as EMBRATEL; and
INSTRUMENT OF ANCILLARY OBLIGATION COMMITMENTNet Servicos De Comunicacao S A • March 9th, 2007 • Cable & other pay television services
ATTACHMENT 3.1 To the Statement of Commitment to Ancillary ObligationsShareholders’ Agreement • March 9th, 2007 • Net Servicos De Comunicacao S A • Cable & other pay television services
FIRST AMENDMENT TO THE OPTICAL FIBER LEASE AGREEMENTOptical Fiber Lease Agreement • September 15th, 2010 • Net Servicos De Comunicacao S A • Cable & other pay television services
LESSORS: NET SERVIÇOS DE COMUNICAÇÃO S/A, headquartered in the city and state of São Paulo, at Rua Verbo Divino, 1356, corporate taxpayer’s ID (CNPJ) 00.108.786/0001-65; and its branch NET JUNDIAÍ, located in the city of Jundiaí, state of São Paulo, at Rua Professor João Batista Curado, 151, parte, corporate taxpayer’s ID (CNPJ) 00.108.786/0031-80;
LOAN AND GUARANTY AGREEMENT Dated as of June 19, 2008Loan and Guaranty Agreement • September 15th, 2010 • Net Servicos De Comunicacao S A • Cable & other pay television services • New York
. The Lender reserves the right to totally or partially restrict the amount of the Advances or the term within which to draw the same or both by means of simple written notice to the Borrower 39
Services Agreement and Other CovenantsNet Servicos De Comunicacao S A • June 30th, 2008 • Cable & other pay television services
Empresa Brasileira de Telecomunicações S.A. - EMBRATEL, headquartered at Avenida Presidente Vargas, 1.012, in the city and state of Rio de Janeiro, Corporate Taxpayer’s ID (CNPJ/MF) 33.530.486/0001 -29, hereby represented in the form of its Bylaws, hereinafter referred to as EMBRATEL; and
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”).
Agreement Number TEL / 07 / GFS Rio de Janeiro, June 26, 2003. To Net Serviços de Comunicações S/A C/O: Mrs. Lindsay Souza Oliveira Referring to: LETTER OF COMMITMENT TO PROVIDE INTERNET SERVICES TO NET SERVICES Dear Sirs,Net Servicos De Comunicacao S A • May 21st, 2010 • Cable & other pay television services
We hereby ratify the technical and commercial conditions, subject of our negotiation, to provide Internet access services (IP Port), as described in the items below:
ATTACHMENT 3.1 To the Statement of Commitment to Ancillary ObligationsShareholders’ Agreement • March 9th, 2007 • Net Servicos De Comunicacao S A • Cable & other pay television services
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”):
ContractService Agreement • April 30th, 2012 • Net Servicos De Comunicacao S A • Cable & other pay television services
THE USE OF THE FOLLOWING NOTATION IN THIS EXHIBIT INDICATES THAT A CONFIDENTIAL PORTION HAS BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND THE OMITTED MATERIAL HAS BEEN FILED SEPARATELY WITH THE COMMISSION: [***].
OPTICAL FIBER LEASE AGREEMENTOptical Fiber Lease Agreement • September 15th, 2010 • Net Servicos De Comunicacao S A • Cable & other pay television services
NET Serviços De Comunicação S/A, headquartered in the city and state of São Paulo, at Rua Verbo Divino, 1356, corporate taxpayer’s ID (CNPJ) 00.108.786/0001-65;
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”):
CAPACITY ACQUISITION AGREEMENT– No. 01/09Acquisition Agreement • May 21st, 2010 • Net Servicos De Comunicacao S A • Cable & other pay television services
Empresa Brasileira de Telecomunicações S.A. - EMBRATEL, headquartered at Avenida Presidente Vargas, n. 1.012, City of Rio de Janeiro, State of Rio de Janeiro, registered in the roll of corporate taxpayers (CNPJ/MF) under number 33.530.486/0001-29, herein represented by its Bylaws, hereinafter referred to as EMBRATEL; and
SHARE ACQUISITION AGREEMENT AND OTHER COVENANTSShare Acquisition Agreement • March 9th, 2007 • Net Servicos De Comunicacao S A • Cable & other pay television services
Taxpayers' Registry (CNPJ/MF) under no. 02.558.124/0001 -12, represented herein in accordance with its By-laws, hereinafter referred to as "Embrapar",
