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.
