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                                                                    Exhibit 4.17

                      NET SUL COMUNICACOES LTDA., as Issuer

                   The Guarantors named herein, as Guarantors

                                       and

                        THE BANK OF NEW YORK, as Trustee

                                    INDENTURE

                            Dated as of [           ]

                  U.S.$[ ] 7.0% Senior Secured Notes due 2009

              U.S.$[ ] Senior Secured Floating Rate Notes due 2009

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                                TABLE OF CONTENTS

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PARTIES...........................................................................................   1
RECITALS..........................................................................................   1

                                   ARTICLE ONE

             DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

Section 1.01.   Definitions.......................................................................   3
Section 1.02.   Other Definitions.................................................................  34
Section 1.03.   Rules of Construction.............................................................  35
Section 1.04.   Form of Documents Delivered to Trustee............................................  36
Section 1.05.   Acts of Holders...................................................................  37
Section 1.06.   Notices, etc., to the Trustee, the Company and the Guarantors.....................  38
Section 1.07.   Notice to Holders; Waiver.........................................................  38
Section 1.08.   Effect of Headings and Table of Contents..........................................  39
Section 1.09.   Successors and Assigns............................................................  39
Section 1.10.   Severability Clause...............................................................  39
Section 1.11.   Benefits of Indenture.............................................................  39
Section 1.12.   GOVERNING LAW.....................................................................  40
Section 1.13.   No Recourse Against Others........................................................  40
Section 1.14.   Independence of Covenants.........................................................  40
Section 1.15.   Exhibits and Counterparts.........................................................  40
Section 1.16.   Duplicate Originals...............................................................  40
Section 1.17.   Agent for Service; Submission to Jurisdiction; Waiver of Immunities...............  41
Section 1.18.   Currency of Account; Conversion of Currency; Foreign Exchange Restrictions........  42
Section 1.19.   Representations and Warranties in Common Terms Agreement..........................  44
Section 1.20.   Trust Indenture Act...............................................................  44

                                   ARTICLE TWO

                                 SECURITY FORMS

Section 2.01.   Forms Generally...................................................................  45
Section 2.02.   Form of Face of Securities........................................................  45
Section 2.03.   Form of Reverse of Security.......................................................  50
Section 2.04.   Form of Trustee's Certificate of Authentication...................................  60
Section 2.05.   Form of Legend on Restricted Securities...........................................  60
</TABLE>

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Note: This table of contents shall not, for any purpose, be deemed to be part of
this Indenture.

                                       i
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Section 2.06.   Form of Legend for Global Securities..............................................  61
Section 2.07.   Form of Notation of Guarantee.....................................................  61

                                  ARTICLE THREE

                                 THE SECURITIES

Section 3.01.   Title and Terms...................................................................  62
Section 3.02.   Denominations.....................................................................  65
Section 3.03.   Execution, Authentication, Delivery and Dating....................................  65
Section 3.04.   Registration; Registration of Transfer and Exchange;
                Certain Restrictions on Transfer; Payment and Prepayment of Securities............  66
Section 3.05.   Mutilated, Destroyed, Lost and Stolen Securities..................................  70
Section 3.06.   Payment of Interest; Interest Rights Preserved....................................  70
Section 3.07.   Paying Agents; Discharge of Payment Obligations; Indemnity of Holders.............  72
Section 3.08.   Persons Deemed Owners.............................................................  73
Section 3.09.   Cancellation......................................................................  73
Section 3.10.   Computation of Interest...........................................................  73
Section 3.11.   Legal Holidays....................................................................  73
Section 3.12.   CUSIP Number......................................................................  74
Section 3.13.   Book-Entry Provisions for Global Security.........................................  74
Section 3.14.   Early Prepayments.................................................................  79
Section 3.15.   Dollar Constraint.................................................................  80

                                  ARTICLE FOUR

                        DEFEASANCE OR COVENANT DEFEASANCE

Section 4.01.   Company's Option to Effect Defeasance or Covenant Defeasance......................  85
Section 4.02.   Defeasance and Discharge..........................................................  85
Section 4.03.   Covenant Defeasance...............................................................  86
Section 4.04.   Conditions to Defeasance or Covenant Defeasance...................................  86
Section 4.05.   Deposited Money and U.S. Government Obligations to Be Held in Trust;
                Other Miscellaneous Provisions.                                                     89
Section 4.06.   Reinstatement.....................................................................  90

                                  ARTICLE FIVE

                                    REMEDIES

Section 5.01.   Events of Default.................................................................  90
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Section 5.02.   Acceleration of Maturity; Rescission and Annulment................................  94
Section 5.03.   Collection of Indebtedness and Suits for Enforcement by Trustee...................  95
Section 5.04.   Trustee May File Proofs of Claim..................................................  96
Section 5.05.   Trustee May Enforce Claims Without Possession of Securities.......................  97
Section 5.06.   Application of Money Collected....................................................  98
Section 5.07.   Limitation on Suits...............................................................  98
Section 5.08.   Unconditional Right of Holders to Receive Principal and Interest..................  99
Section 5.09.   Restoration of Rights and Remedies................................................  99
Section 5.10.   Rights and Remedies Cumulative....................................................  99
Section 5.11.   Delay or Omission Not Waiver...................................................... 100
Section 5.12.   Control by Majority..............................................................  100
Section 5.13.   Waiver of Past Defaults..........................................................  100
Section 5.14.   Undertaking for Costs............................................................  101
Section 5.15.   Waiver of Stay, Extension or Usury Laws..........................................  101

                                   ARTICLE SIX

                          THE TRUSTEE AND OTHER AGENTS

Section 6.01.   Certain Duties and Responsibilities..............................................  101
Section 6.02.   Notice of Defaults...............................................................  103
Section 6.03.   Certain Rights of Trustee........................................................  103
Section 6.04.   Trustee Not Responsible for Recitals, Dispositions of Securities or
                Application of Proceeds Thereof..................................................  105
Section 6.05.   Trustee and Agents May Hold Securities; Collections; Etc.........................  105
Section 6.06.   Money Held in Trust..............................................................  106
Section 6.07.   Compensation and Indemnification of Trustee and Its Prior Claim..................  106
Section 6.08.   Conflicting Interests............................................................  107
Section 6.09.   Corporate Trustee Required; Eligibility..........................................  107
Section 6.10.   Resignation and Removal; Appointment of Successor Trustee........................  108
Section 6.11.   Acceptance of Appointment by Successor...........................................  109
Section 6.12.   Merger, Conversion, Amalgamation, Consolidation or Succession to Business........  110
Section 6.13.   Preferential Collection of Claims Against Company................................  110
Section 6.14.   Appointment of Co-Trustee........................................................  111
Section 6.15.   Appointment of Authenticating Agent..............................................  112
Section 6.16.   Intercreditor Agreement; No Obligations With Respect to Collateral or Other
                Security Documents...............................................................  113
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                                  ARTICLE SEVEN

                HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY

Section 7.01.   Preservation of Information; Company to Furnish Trustee Names and
                Addresses of Holders.............................................................  114
Section 7.02.   Communications of Holders........................................................  115
Section 7.03.   Reports by Trustee...............................................................  115
Section 7.04.   Reports by Company...............................................................  115

                                  ARTICLE EIGHT

            AMALGAMATION, CONSOLIDATION, MERGER, SALE OF ASSETS, ETC.

Section 8.01.   Company or Guarantors May Consolidate, etc., Only on Certain Terms...............  116
Section 8.02.   Successor Substituted............................................................  119

                                  ARTICLE NINE

                       SUPPLEMENTAL INDENTURES AND WAIVERS

Section 9.01.   Supplemental Indentures, Agreements and Waivers Without Consent of Holders.......  119
Section 9.02.   Supplemental Indentures, Agreements and Waivers with Consent of Holders..........  120
Section 9.03.   Execution of Supplemental Indentures, Agreements and Waivers.....................  122
Section 9.04.   Effect of Supplemental Indentures................................................  122
Section 9.05.   Reference in Securities to Supplemental Indentures...............................  122
Section 9.06.   Record Date......................................................................  123
Section 9.07.   Revocation and Effect of Consents................................................  123

                                   ARTICLE TEN

                                    COVENANTS

Section 10.01.  Payment of Principal, Premium and Interest.......................................  123
Section 10.02.  Maintenance of Corporate Existence...............................................  123
Section 10.03.  Money for Security Payments to Be Held in Trust..................................  124
Section 10.04.  Maintenance of Properties........................................................  125
Section 10.05.  Compliance with Laws.............................................................  125
Section 10.06.  Maintenance of Governmental Authorizations.......................................  126
Section 10.07.  Payment of Taxes and Other Claims................................................  126
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Section 10.08.  Maintenance of Insurance.........................................................  126
Section 10.09.  Maintenance of Books and Records; Inspection.....................................  127
Section 10.10.  Maintenance of Office or Agency..................................................  127
Section 10.11.  Reports and Notices..............................................................  127
Section 10.12.  Additional Amounts...............................................................  128
Section 10.13.  Limitation on Liens..............................................................  131
Section 10.14.  Consolidated Interest Expense Ratio; Consolidated Leverage Ratio.................  131
Section 10.15.  Limitation on Additional Indebtedness............................................  132
Section 10.16.  Limitation on Restricted Payments................................................  134
Section 10.17.  Limitation on Modifications to Dividend Policies.................................  135
Section 10.18.  Limitation on Transactions with Affiliates.......................................  135
Section 10.19.  Limitations on Capital Expenditures..............................................  136
Section 10.20.  Limitations on Designations of Restricted and Unrestricted Subsidiaries..........  137
Section 10.21.  Stock of Restricted Subsidiaries.................................................  137
Section 10.22.  Business of the Company and Net; Restriction on Transfers of Existing Business...  138
Section 10.23.  Amendment of Constitutive Documents..............................................  138
Section 10.24.  Accounting Changes...............................................................  138
Section 10.25.  Hedging Agreements...............................................................  138
Section 10.26.  Compliance with Material Contracts...............................................  138
Section 10.27.  Asset Sales......................................................................  139

                                 ARTICLE ELEVEN

                            PREPAYMENT OF SECURITIES

Section 11.01.  Optional Prepayment..............................................................  139
Section 11.02.  Mandatory Prepayment.............................................................  139
Section 11.03.  Applicability of Article.........................................................  141
Section 11.04.  Application and Deferral of Prepayments..........................................  141
Section 11.05.  Notice of Prepayment.............................................................  141
Section 11.06.  Optional Deferral of Prepayment by Holders.......................................  142
Section 11.07.  Deposit of Prepayment Amount.....................................................  142

                                 ARTICLE TWELVE

                           SATISFACTION AND DISCHARGE

Section 12.01.  Satisfaction and Discharge of Indenture..........................................  143
Section 12.02.  Application of Trust Money.......................................................  144
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                                ARTICLE THIRTEEN

                             GUARANTEE OF SECURITIES

Section 13.01.  Unconditional Guarantee..........................................................  144
Section 13.02.  Additional Guarantors............................................................  146
Section 13.03.  Release of a Guarantor...........................................................  147
Section 13.04.  Waiver of Subrogation............................................................  147
Section 13.05.  Immediate Payment................................................................  148
Section 13.06.  No Set-Off.......................................................................  148
Section 13.07.  Obligations Absolute.............................................................  148
Section 13.08.  Obligations Continuing...........................................................  148
Section 13.09.  Obligations Not Reduced..........................................................  149
Section 13.10.  Obligations Reinstated...........................................................  149
Section 13.11.  Obligations Not Affected.........................................................  149
Section 13.12.  Waiver...........................................................................  151
Section 13.13.  No Obligation to Take Action Against Company.....................................  151
Section 13.14.  Dealing with Company and Others..................................................  151
Section 13.15.  Default and Enforcement..........................................................  152
Section 13.16.  Amendment, etc...................................................................  152
Section 13.17.  Acknowledgment...................................................................  152
Section 13.18.  Costs and Expenses...............................................................  152
Section 13.19.  No Merger or Waiver; Cumulative Remedies.........................................  152
Section 13.20.  Survival of Obligations..........................................................  152
Section 13.21.  Guarantee in Addition to Other Obligations.......................................  153
Section 13.22.  Severability.....................................................................  153
Section 13.23.  Successors and Assigns...........................................................  153
</TABLE>

SIGNATURES

EXHIBIT A       Form of Certificate To Be Delivered in Connection with Transfers
                Pursuant to Regulations

EXHIBIT B       Form of Supplemental Indenture for Additional Guarantors

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            INDENTURE, dated as of [___________], by and among NET SUL
COMUNICACOES LTDA., a sociedade limitada organized under the laws of the
Federative Republic of Brazil (the "Company"), as issuer, NET SERVICOS DE
COMUNICACAO S.A., a sociedade anonima organized under the laws of the Federative
Republic of Brazil ("Net) ALNOR ALUMINIO DO NORTE LTDA., a sociedade limitada
organized under the laws of the Federative Republic of Brazil, ANTENAS
COMUNITARIAS BRASILEIRAS LTDA., a sociedade limitada organized under the laws of
the Federative Republic of Brazil, CABODINAMICA TV CABO SAO PAULO S.A., a
sociedade anonima organized under the laws of the Federative Republic of Brazil,
CMA PARTICIPACOES S.A., a sociedade anonima 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 TELECOMUNICACOES S.A.,
a sociedade anonima organized under the laws of the Federative Republic of
Brazil, NET BELO HORIZONTE LTDA., a sociedade limitada organized under the laws
of the Federative Republic of Brazil, NET BRASILIA LTDA., a sociedade limitada
organized under the laws of the Federative Republic of Brazil, NET LONDRINA
LTDA., a sociedade limitada organized under the laws of the Federative Republic
of Brazil, NET RIO S.A., a sociedade anonima organized under the laws of the
Federative Republic of Brazil, TV CABO DE CHAPECO LTDA., a sociedade limitada
organized under the laws of the Federative Republic of Brazil, TV VIDEO CABO DE
BELO HORIZONTE S.A., a sociedade anonima organized under the laws of the
Federative Republic of Brazil, NET RECIFE LTDA., a sociedade limitada organized
under the laws of the Federative Republic of Brazil, NET SAO PAULO LTDA., a
sociedade limitada organized under the laws of the Federative Republic of
Brazil, NET CAMPINAS LTDA., a sociedade limitada organized under the laws of the
Federative Republic of Brazil, NET INDAIATUBA LTDA., a sociedade limitada
organized under the laws of the Federative Republic of Brazil, NET FRANCA LTDA.,
a sociedade limitada organized under the laws of the Federative Republic of
Brazil, DR-EMPRESA DE DISTRIBUICAO E RECEPCAO DE TV LTDA., a sociedade limitada
organized under the laws of the Federative Republic of Brazil, NET JOINVILLE
LTDA., a sociedade limitada organized under the laws of the Federative Republic
of Brazil, NET FLORIANOPOLIS LTDA., a sociedade limitada organized under the
laws of the Federative Republic of Brazil, NET MARINGA LTDA., a sociedade
limitada organized under the laws of the Federative Republic of Brazil, NET SAO
JOSE DO RIO PRETO LTDA., a sociedade limitada organized under the laws of the
Federative Republic of Brazil, NET PIRACICABA LTDA., a sociedade limitada
organized under the laws of the Federative Republic of Brazil, NET GOIANIA
LTDA., a sociedade limitada organized under the laws of the Federative Republic
of Brazil, NET CAMPO GRANDE LTDA., a sociedade limitada organized under the laws
of the

<PAGE>
 Federative Republic of Brazil, NET SOROCABA LTDA., a sociedade limitada
organized under the laws of the Federative Republic of Brazil, NET SAO CARLOS
S.A., a sociedade anonima organized under the laws of the Federative Republic of
Brazil, HORIZONTE SUL COMUNICACOES LTDA., a sociedade limitada organized under
the laws of the Federative Republic of Brazil, NET PARANA COMUNICACOES LTDA., a
sociedade limitada organized under the laws of the Federative Republic of
Brazil, NET CURITIBA LTDA., a sociedade limitada organized under the laws of the
Federative Republic of Brazil, NET ARAPONGAS LTDA., a sociedade limitada
organized under the laws of the Federative Republic of Brazil, NET RIBEIRAO
PRETO S.A., a sociedade anonima organized under the laws of the Federative
Republic of Brazil, NET BAURU LTDA., a sociedade limitada organized under the
laws of the Federative Republic of Brazil, NET ANAPOLIS LTDA., a sociedade
limitada organized under the laws of the Federative Republic of Brazil, REYC
COMERCIO E PARTICIPACOES LTDA., a sociedade limitada organized under the laws of
the Federative Republic of Brazil, and all other parties from time to time
providing guarantees hereunder as Guarantors, and THE BANK OF NEW YORK, as
trustee (the "Trustee").

                                    RECITALS

            A.    The Company has duly authorized the creation of an issue of
7.0% Senior Secured Notes due 2009 and Senior Secured Floating Rate Notes due
2009, in each case guaranteed by the Guarantors (collectively, the
"Securities"), of substantially the tenor and amount hereinafter set forth, and
to provide therefor the Company has duly authorized the execution and delivery
of this Indenture.

            B.    All things necessary have been done to make the Securities,
when executed by the Company and authenticated and delivered by the Trustee
hereunder and duly issued by the Company, the valid obligations of the Company
and to make this Indenture a valid agreement of each of the Company, the
Guarantors and the Trustee in accordance with the terms hereof.

            C.    Each of the Guarantors that is a signatory hereto has duly
authorized the execution and delivery of this Indenture under the terms set
forth herein.

            NOW, THEREFORE, THIS INDENTURE WITNESSETH:

            For and in consideration of the premises and the purchase of the
Securities by the Holders thereof, it is mutually covenanted and agreed, for the
equal and proportionate benefit of all Holders of the Securities, as follows:

                                   ARTICLE ONE

             DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

            Section 1.01 Definitions.

            "Additional Amounts" shall have the meaning specified in Section
10.12 hereof.

            "Affected Payment" means any payment or prepayment of principal of,
interest on, Additional Amounts or other amounts in respect of, the Securities
and/or this Indenture (including any prepayment under Section 11.01 or Section
11.02 hereof) for which, pursuant to the Securities and/or the Indenture (in the
absence of a suspension or

                                       2
<PAGE>

modification in accordance with Section 3.15 hereof), the due date would fall
during the continuance of a Dollar Constraint.

            "Affiliate" means, with respect to any Person, any other Person
that, directly or indirectly, controls, is controlled by or is under direct or
indirect common control with, such specified Person. For the purposes of this
definition, "control" when used with respect to any Person means the effective
power to direct the business of and direct the workings of such Person, directly
or indirectly, whether through the ownership of voting securities, by contract
or otherwise. The terms "controlling" and "controlled" have meanings correlative
to the foregoing.

            "Applicable Percentage" means (i) with respect to the fiscal years
ending on or prior to December 31, 2007, 70%; (ii) with respect to the fiscal
year ending December 31, 2008, 75%; (iii) with respect to the fiscal year ending
December 31, 2009, 80%; and (iv) with respect to the fiscal years ending on or
after December 31, 2010, 85%.

            "Asset Sale" means any direct or indirect sale, conveyance, lease,
transfer or other disposition of shares of Capital Stock of a Restricted
Subsidiary (other than directors' qualifying shares, or to the extent required
by applicable law), property or other assets, including any licenses for the
provision of cable television services or a related business held by Net, the
Company or any other Restricted Subsidiary (each referred to for the purposes of
this definition as a "disposition"), by Net, the Company or any other Restricted
Subsidiary (including any disposition by means of a merger, consolidation or
similar transaction).

            Notwithstanding the foregoing, the following items shall not be
deemed to be Asset Sales:

            (a)   a disposition (i) by a Restricted Subsidiary to Net or to the
      Company or (ii) by Net, the Company or a Restricted Subsidiary to a
      Restricted Subsidiary;

            (b)   any disposition in the ordinary course of business, including
      any such disposition of (i) inventory, (ii) obsolete assets or (iii)
      surplus personal property; or any sale of Cash Equivalents, or any
      non-exclusive licensing of intellectual property;

            (c)   transactions involving assets for which the aggregate
      consideration received over any 12-month period has a fair market value of
      less than R$3,000,000 (which amount shall be increased by the IGP-M
      Adjustment on January 1 of each fiscal year following the Issue Date);

            (d)   any swap of operating assets by Net, the Company or any other
      Restricted Subsidiaries for operating assets of equal or greater Fair
      Market Value;

                                       3
<PAGE>

            (e)   the sale, without recourse and on commercially reasonable
      terms, of accounts receivable or notes receivable, arising in the ordinary
      course of business and existing at the time of such sale, or the
      conversion or exchange in the ordinary course of business of such accounts
      receivable for notes receivable to the extent permitted under the
      definition of "Permitted Investment";

            (f)   a Restricted Payment that is permitted by Section 10.16; or

            (g)   a disposition of property or assets that is permitted by
      Article Eight hereof.

            "Authenticating Agent" means any Person authorized by the Trustee
pursuant to Section 6.15.

            "Average Life" means, as of the date of determination, with respect
to any Indebtedness, the quotient obtained by dividing (i) the sum of the
products of the number of years from the date of determination to the dates of
each successive scheduled principal payment of such Indebtedness multiplied by
the amount of such payment by (ii) the sum of all such payments.

            "Bankruptcy Law" means Decree Law No. 7661, of June 21, 1945, or any
other Brazilian law relating to, or Title 11, United States Code or any similar
United States federal or state law relating to, bankruptcy, insolvency,
receivership, winding-up, liquidation, reorganization, concordata, intervencao
or relief of debtors or the law of any other jurisdiction relating to
bankruptcy, insolvency, receivership, winding-up, liquidation, reorganization,
concordata, intervencao or relief of debtors or any amendment to, succession to
or change in any such law.

            "Bankruptcy Order" means any court order made in a proceeding
pursuant to or within the meaning of any Bankruptcy Law, containing an
adjudication of bankruptcy or insolvency, or providing for liquidation,
receivership, winding-up, dissolution, concordata, intervencao or
reorganization, or appointing a Custodian of a debtor or of all or any
substantial part of a debtor's property, or providing for the staying,
arrangement, adjustment or composition of indebtedness or other relief of a
debtor.

            "Board of Directors" means, as the context may require, the Board of
Directors of Net or the Company or any committee thereof duly authorized to act
on behalf of such Board of Directors.

            "Board Resolution" means, as the context may require, a copy of any
resolution certified by the Secretary or an Assistant Secretary or General
Counsel of Net or the Company to have been duly adopted by the Board of
Directors and to be in full force and effect on the date of such certification,
and delivered to the Trustee.

                                       4
<PAGE>

            "Brazilian Corporation Law" means Brazilian Law 6404 of December 15,
1976, as amended, or any successor or substitute law.

            "Bridge Loan" means the indebtedness incurred by the Company
pursuant to the Contrato de Emprestimo, dated February [  ], 2005, between Net
and Banco Itau BBA S.A.

            "Brazilian GAAP" means the accounting principles applicable pursuant
to the Brazilian Corporation Law and the rules of the CVM, consistently applied
as in effect in Brazil from time to time.

            "Business Day" means any day other than a Saturday or Sunday or
other day on which commercial banking institutions are authorized or required by
law to close in New York, New York, USA, London, England or Sao Paulo, Brazil.

            "Capital Expenditures" means, for any Person for any period, the sum
of, without duplication, all expenditures made, directly or indirectly, by that
Person or any of its consolidated Subsidiaries during such period for equipment,
fixed assets, real property or improvements, or for replacements or
substitutions to fixed assets, real property or improvements which, in
accordance with Brazilian GAAP are or should be considered "ativos permanentes."

            "Capital Lease" means, at any time, a lease with respect to which
the lessee is required concurrently to recognize the acquisition of an asset and
the Incurrence of a liability in accordance with Brazilian GAAP, if and to the
extent that Brazilian GAAP so requires.

            "Capital Stock" means:

            (a)   in the case of a corporation, corporate stock;

            (b)   in the case of an association or business entity, any and all
      shares, interests, participations, rights or other equivalents (however
      designated) of corporate stock;

            (c)   in the case of a partnership or limited liability company,
      partnership or membership interests (whether general or limited); and

            (d)   any other interest or participation that confers on a Person
      the right to receive a share of the profits and losses of, or
      distributions of assets of, the issuing Person.

            "Capitalized Lease Obligations" means an obligation that is required
to be classified and accounted for as a capitalized lease for financial
reporting purposes in accordance with Brazilian GAAP, and the amount of
Indebtedness represented by such obligation shall be the capitalized amount of
such obligation determined in accordance with Brazilian GAAP.

            "Cash Equivalents" means:

                                       5
<PAGE>

            (a)   any evidence of Indebtedness with a maturity of 365 days or
      less issued or directly and fully guaranteed or insured by Brazil or the
      United States or any agency or instrumentality of Brazil or the United
      States (provided that the full faith and credit of Brazil or the United
      States, as the case may be, is pledged in support of that Indebtedness or
      the Indebtedness constitutes a general obligation of Brazil or the United
      States);

            (b)   deposits, certificates of deposit or acceptances with a
      maturity of 365 days or less of a member of the U.S. Federal Reserve
      System having combined capital and surplus and undivided profits (or any
      similar capital concept) of not less than U.S.$50,000,000, or its
      equivalent in another currency or currencies, at the time of deposit;

            (c)   commercial paper with a maturity of 365 days or less issued by
      a corporation (other than an Affiliate of the Company) incorporated or
      organized under the laws of Brazil or any jurisdiction of Brazil or the
      United States at any state thereof or the District of Columbia and rated
      at least "A-1" by Standard & Poor's Ratings Services ("Standard & Poor's")
      or "P-1" by Moody's Investor Services Inc. ("Moody's") or their respective
      Brazilian affiliates;

            (d)   investments with a maturity of 365 days or less of any Person
      that is fully and unconditionally guaranteed by a bank referred to in
      clause (b);

            (e)   repurchase agreements and reverse repurchase agreements
      relating to marketable direct obligations issued or unconditionally
      guaranteed by the United States government or issued by any agency of the
      United States government and backed by the full faith and credit of Brazil
      or any jurisdiction of Brazil or the United States government,
      respectively, in each case maturing within one year from the date of
      acquisition;

            (f)   (i) direct obligations of, or obligations that are
      unconditionally guaranteed by, the government of the United States (or any
      agency thereof to the extent that such obligations are backed by the full
      faith and credit of the United States), (ii) direct obligations of, or
      obligations that are unconditionally guaranteed by, the government of any
      other country (or any agency thereof to the extent that such obligations
      are backed by the full faith and credit of such government) that has an
      investment grade rating from either Standard & Poor's or Moody's, and
      (iii) direct obligations of the National Treasury of Brazil or of the
      Central Bank of Brazil that are accounted for as short-term investments by
      the holder;

            (g)   fixed-income mutual funds (managed by a financial institution)
      which are either (i) widely held funds in which Net, the Company and the
      other Restricted Subsidiaries do not hold an Investment in excess of 30%
      of the

                                       6
<PAGE>

      aggregate Investment in any such fund or (ii) permitted to invest only in
      Cash Equivalents; or

            (h)   pre- or post-fixed certificates of deposit issued by any bank
      organized under the laws of Brazil that either (i) maintains a minimum
      adjusted net worth of U.S.$100,000,000, or its equivalent amount in
      another currency or currencies, (ii) maintains an investment grade rating
      with respect to its certificates of deposit as determined by Standard &
      Poor's, Moody's or another nationally recognized rating agency in Brazil
      or (iii) is a branch or subsidiary of a non-Brazilian bank that has an
      investment grade rating related to its short-term obligations, as
      determined by Standard & Poor's or Moody's.

            "CDI" means the interest rate, expressed as an annual percentage,
equal to the result of compounding, on a daily basis and based upon a year of
252 business days, the interest rate for interbank certificates of deposit
(Certificados de Depositos Interfinanceiros - CDI) of one business day published
under the name "DI Rates - extra-group transactions" (Taxa DI - over extra
grupo) by the Securities Custody and Settlement Center (Central de Custodia e
Liquidacao Financeira de Titulos - CETIP) or any reference rate of the National
Financial System (Sistema Financeiro Nacional) that may replace it.

            "CDI Amount," at any date of determination, means the cumulative
interest for the period from January 1, 2004 to such date of determination
accrued daily at CDI for each business day during that period. The CDI Amount
shall be calculated by the Company according to the formula:

               Factor DI = (n(DI))(Product Sign) (k = 1) [(TDI(k))]

      where:

                  n(DI) = total number of days, where "n(DI)" is a whole number;

                  TDI(k)= CDI, expressed on the day, calculated to 8 (eight)
                          decimal points, with rounding;

                  TDI(k)= (CDI/100 + 1) (1/252) where: k = 1, 2, ..., n

The CDI shall be used with the identical number of decimal points as is used by
the agency responsible for its calculation.

            "Change of Control" means any of the following events:

                                       7
<PAGE>

            (a)   any Person, other than one or more Permitted Holders, is or
      becomes (as a result of the issuance of securities, by merger or
      otherwise) the "beneficial owner" (as defined in Rules 13d-3 and 13d-5
      under the Exchange Act), directly or indirectly, of more than 50% of the
      Voting Stock of Net; provided that for purposes of this clause (a):

                  (i)   any such other Person shall be deemed to be the
            "beneficial owner" (as so defined) of all shares of Voting Stock
            that any such Person has the right to acquire within one year, and

                  (ii)  any such other Person shall be deemed to be the
            "beneficial owner" (as so defined) of any voting stock of a
            specified entity held by any other entity (a "Parent Entity") of
            which such specified entity is a Subsidiary, if such other Person is
            the "beneficial owner," directly or indirectly, of more than 50% of
            the voting power of the voting stock of such Parent Entity, and the
            Permitted Holders are the "beneficial owner", directly or
            indirectly, in the aggregate of a lesser percentage of the voting
            power of the Voting Stock of such Parent Entity and do not have the
            right or ability by voting power, contract or otherwise to elect or
            designate for election a majority of the Board of Directors of such
            Parent Entity, and

                  (iii) any such other Person, or any Permitted Holders, as the
            case may be, will be deemed to be the "beneficial owner" or
            "beneficial owners" (as so defined) of the percentage of the Voting
            Stock of a specified entity held by any Parent Entity of which such
            specified entity is a Wholly-Owned Subsidiary, equal to the
            percentage of the total voting power of the Voting Stock of the
            Parent Entity of which such other Person is, or any Permitted
            Holders are, as the case may be, the "beneficial owner" or
            "beneficial owners" (as so defined), directly or indirectly; or

            (b)   the merger or consolidation of Net with or into another Person
      or the sale, assignment, conveyance, transfer, lease or other disposition
      of all or substantially all of the assets of Net to any Person, and, in
      any such event, the securities of Net, as the case may be, that are
      outstanding immediately prior to such transaction and represent more than
      50% of the aggregate voting power of the Voting Stock thereof are changed
      into or exchanged for cash, securities or property, unless, immediately
      following consummation of such transaction, no Change of Control will have
      occurred as described in the preceding clause (a); provided that for
      purposes of this clause (b), references in such preceding clause to Net
      shall be deemed to refer to the surviving Person in such transaction.

            "Collateral" means all assets of Net, the Company and the other
Restricted Subsidiaries upon which a Lien is purported to be created pursuant to
the Security Documents.

                                       8
<PAGE>

            "Collateral Agent" means Banco Itau S.A., in its capacity as
collateral agent under the Security Documents.

            "Commission" means the United States Securities and Exchange
Commission, as from time to time constituted, or if at any time after the
execution of this Indenture such Commission is not existing and performing the
applicable duties now assigned to it, then the body or bodies performing such
duties at such time.

            "Common Terms Agreement" means the Common Terms Agreement to be
entered into among Net, the Company, the other Restricted Subsidiaries and the
holders of the Senior Secured Indebtedness.

            "Company" means the Person named as the "Company" in the first
paragraph of this Indenture, until a successor Person shall have become such
pursuant to the applicable provisions of this Indenture, and thereafter
"Company" shall mean such successor Person.

            "Company Request" or "Company Order" means a written request or
order signed in the name of the Company by its Chairman of the Board, its Vice
Chairman of the Board, its President or a Vice President, and by its Treasurer,
an Assistant Treasurer, its Secretary or an Assistant Secretary, and delivered
to the Trustee.

            "Competitor" means any Person (or any Affiliate of a Person) that is
engaged in Brazil in one or more of the same lines of business of Net or any of
its Subsidiaries (including, without limitation, the provision of
telecommunication services, internet access, or cable, broadcast or satellite
television services (including, without limitation, pay-per-view services));
provided, however, that any commercial bank, finance company, insurance company
or other financial institution or investment fund owning investments in, but not
controlling, a Competitor shall not be deemed a Competitor.

            "Consolidated Financing Costs" means, for any period, an amount
equal to (a) financing expenses of Net, the Company and the other Restricted
Subsidiaries for such period on a consolidated basis in accordance with
Brazilian GAAP minus (b) financing income of Net, the Company and the other
Restricted Subsidiaries for such period as determined on a consolidated basis in
accordance with Brazilian GAAP.

            "Consolidated Interest Expense" means, with respect to any period,
the sum of, without duplication, (a) the interest expense (accrued and paid or
payable in cash for such period) (including, without limitation, any payments
similar to those required under Section 10.12) of Net, the Company and the other
Restricted Subsidiaries for such period, as determined on a consolidated basis
in accordance with Brazilian GAAP and, in any event, including, without
limitation, (i) any amortization of debt discount (excluding any amortization of
debt discount in respect of the Senior Secured Indebtedness), (ii) the

                                       9
<PAGE>

net cash cost under each Currency Agreement and Hedging Obligation (including
any amortization of discounts), (iii) the interest portion of any deferred
payment obligation and (iv) all commissions, discounts and other fees and
charges owed with respect to letters of credit, bills of exchange, promissory
notes and bankers' acceptance financing and (b) the interest component of
Capitalized Lease Obligations paid, accrued and/or scheduled to be accrued by
such Person during such period (accrued and paid or payable in cash for such
period) minus (c) interest income (accrued and received or receivable in cash
during such period) of Net, the Company and the other Restricted Subsidiaries
for such period as determined on a consolidated basis in accordance with
Brazilian GAAP.

            "Consolidated Interest Expense Ratio" means the ratio of (a) EBITDA
for the period of the most recent four consecutive fiscal quarters ending prior
to the date of such determination for which consolidated financial statements of
Net are available less the amount of Capital Expenditures made during such
period to (b) Consolidated Interest Expense for such four fiscal quarters, in
each case determined, for each fiscal quarter (or portion thereof) of the four
fiscal quarters ending prior to the Issue Date, on a pro forma basis to give
effect to the Restructuring as if it had occurred at the beginning of such
four-quarter period; provided, however, that:

            (i)   if Net, the Company or any other Restricted Subsidiary (x) has
      Incurred any Indebtedness since the beginning of such period that remains
      outstanding on such date of determination or if the transaction giving
      rise to the need to calculate the Consolidated Interest Expense Ratio is
      an Incurrence of Indebtedness, EBITDA and Consolidated Interest Expense
      for such period shall be calculated after giving effect on a pro forma
      basis to such Indebtedness as if such Indebtedness had been Incurred on
      the first day of such period (except that in making such computation, the
      amount of Indebtedness under any revolving credit facility outstanding on
      the date of such calculation shall be computed based on (A) the average
      daily balance of such Indebtedness during such four fiscal quarters or
      such shorter period for which such facility was outstanding or (B) if such
      facility was created after the end of such four fiscal quarters, the
      average daily balance of such Indebtedness during the period from the date
      of creation of such facility to the date of such calculation) or (y) has
      repaid, repurchased, defeased or otherwise discharged any Indebtedness
      (each, a "Discharge") since the beginning of the period that is no longer
      outstanding on such date of determination, or if the transaction giving
      rise to the need to calculate the Consolidated Interest Expense Ratio
      involves a discharge of Indebtedness (in each case other than Indebtedness
      Incurred under any revolving credit facility unless such Indebtedness has
      been permanently repaid), EBITDA and Consolidated Interest Expense for
      such period shall be calculated after giving effect on a pro forma basis
      to such Discharge of such Indebtedness, as if such discharge had occurred
      on the first day of such period;

                                       10
<PAGE>

            (ii)  if since the beginning of such period Net, the Company or any
      other Restricted Subsidiary shall have made any Asset Sale of any company
      or any business or any group of assets constituting an operating unit of a
      business (any such transaction, a "Sale"), EBITDA for such period shall be
      reduced by an amount equal to EBITDA (if positive) directly attributable
      to the assets that are the subject of such Asset Sale for such period or
      increased by an amount equal to EBITDA (if negative) directly attributable
      thereto for such period and Consolidated Interest Expense for such period
      shall be reduced by an amount equal to the Consolidated Interest Expense
      directly attributable to any Indebtedness of Net, the Company or any other
      Restricted Subsidiary repaid, repurchased, defeased or otherwise
      discharged with respect to Net, the Company and the other continuing
      Restricted Subsidiaries in connection with such Asset Sale for such period
      (and, if the Capital Stock of any Restricted Subsidiary is sold, the
      Consolidated Interest Expense for such period directly attributable to the
      Indebtedness of such Restricted Subsidiary to the extent Net, the Company
      and the other continuing Restricted Subsidiaries are no longer liable for
      such Indebtedness after such sale);

            (iii) if since the beginning of such period Net, the Company or any
      other Restricted Subsidiary (by merger or otherwise) shall have made an
      Investment in any Person that thereby becomes a Restricted Subsidiary, or
      otherwise acquired any company or any business or any group of assets
      constituting an operating unit of a business, including any such
      Investment or acquisition of assets occurring in connection with a
      transaction causing a calculation to be made hereunder (any such
      transaction, a "Purchase"), EBITDA and Consolidated Interest Expense for
      such period shall be calculated after giving pro forma effect thereto
      (including the Incurrence of any Indebtedness) as if such Investment or
      acquisition occurred on the first day of such period;

            (iv)  if since the beginning of such period any Person (that
      subsequently became a Restricted Subsidiary or was merged with or into
      Net, the Company or any other Restricted Subsidiary since the beginning of
      such period) shall have made any Sale or Purchase that would have required
      an adjustment pursuant to clause (i), (ii) or (iii) above if made by Net,
      the Company or another Restricted Subsidiary during such period, EBITDA
      and Consolidated Interest Expense for such period shall be calculated
      after giving pro forma effect thereto as if such Sale or Purchase occurred
      on the first day of such period; and

            (v)   if since the beginning of such period any Person became a
      Restricted Subsidiary or was merged or consolidated with or into Net, the
      Company or any other Restricted Subsidiary, in each case in a Purchase,
      and since the beginning of such period such Person shall have Discharged
      any Indebtedness or made any Sale or Purchase that would have required an
      adjustment pursuant to

                                       11
<PAGE>

      clause (i), (ii), (iii) or (iv) above if made by Net, the Company or
      another Restricted Subsidiary during such period, Consolidated Interest
      Expense for such period shall be calculated after giving pro forma effect
      thereto as if such Discharge, Sale or Purchase occurred on the first day
      of such period.

For purposes of this definition, whenever pro forma effect is to be given to an
Asset Sale, Investment or acquisition of assets, or any transaction governed by
Article Eight or the amount of EBITDA relating thereto and the amount of
Consolidated Interest Expense associated with any Indebtedness Incurred or
repaid, repurchased, defeased or otherwise discharged in connection therewith,
the pro forma calculations in respect thereof shall be as determined in good
faith by an Officer of Net, based on reasonable assumptions. If any Indebtedness
bears a floating rate of interest and is being given pro forma effect, the
interest expense on such Indebtedness shall be calculated as the average rate in
effect during such period (taking into account any Interest Rate Agreement
applicable to such Indebtedness if such Interest Rate Agreement has a remaining
term as at the date of determination in excess of 12 months). If any
Indebtedness which is being given pro forma effect was Incurred under a
revolving credit facility, the interest expense on such Indebtedness shall be
computed based upon the average daily balance of such Indebtedness during the
applicable period.

            "Consolidated Leverage Ratio," as of any date of determination,
means the ratio of (a) Consolidated Total Indebtedness on such day to (b) EBITDA
for the period of the most recent four consecutive fiscal quarters ending prior
to the date of such determination for which consolidated financial statements of
Net are available; provided, however, that:

            (i)   if since the beginning of such period Net, the Company or any
      other Restricted Subsidiary shall have made any Asset Sale of any company
      or any business or any group of assets constituting an operating unit of a
      business (any such transaction, a "Sale"), EBITDA for such period shall be
      reduced by an amount equal to EBITDA (if positive) directly attributable
      to the assets that are the subject of such Asset Sale for such period or
      increased by an amount equal to EBITDA (if negative) directly attributable
      thereto for such period;

            (ii)  if since the beginning of such period Net, the Company or any
      other Restricted Subsidiary (by merger or otherwise) shall have made an
      Investment in any Person that thereby becomes a Restricted Subsidiary, or
      otherwise acquired any company or any business or any group of assets
      constituting an operating unit of a business, including any such
      Investment or acquisition of assets occurring in connection with a
      transaction causing a calculation to be made hereunder (any such
      transaction, a "Purchase"), EBITDA for such period shall be calculated
      after giving pro forma effect thereto (including the Incurrence of any
      Indebtedness) as if such Investment or acquisition occurred on the first
      day of such period; and

                                       12
<PAGE>

            (iii) if since the beginning of such period any Person that
      subsequently became a Restricted Subsidiary or was merged with or into
      Net, the Company or any other Restricted Subsidiary since the beginning of
      such period shall have made any Sale or Purchase that would have required
      an adjustment pursuant to clause (ii) or (iii) above if made by Net, the
      Company or another Restricted Subsidiary during such period, EBITDA for
      such period shall be calculated after giving pro forma effect thereto as
      if such Sale or Purchase occurred on the first day of such period.

For purposes of this definition, whenever pro forma effect is to be given to an
Asset Sale, Investment or acquisition of assets, or any transaction governed by
Article Eight hereof or the amount of income or earnings relating thereto, the
pro forma calculations in respect thereof shall be as determined in good faith
by an Officer of Net, based upon reasonable assumptions.

            "Consolidated Net Income" means, for any period, the net income
(loss) of Net and Net's Subsidiaries, determined on a consolidated basis in
accordance with Brazilian GAAP.

            "Consolidated Total Indebtedness" means, as of any date of
determination thereof, the aggregate principal amount of Indebtedness of Net,
the Company and the other Restricted Subsidiaries as of such date, determined on
a consolidated basis in accordance with Brazilian GAAP.

            "consolidation" means, with respect to the Company and Net, the
consolidation of the accounts of the Restricted Subsidiaries with those of the
Company and Net, all in accordance with Brazilian GAAP; provided that
"consolidation" will not include consolidation of the accounts of any
Unrestricted Subsidiary with the accounts of the Company and Net. The term
"consolidated" has a correlative meaning to the foregoing.

            "Corporate Trust Office" means the office of the Trustee at which at
any particular time its corporate trust business shall be principally
administered, which office as of the date of this instrument is located at 101
Barclay Street, Floor 21W, New York, New York 10286; Attention: Global Finance
Unit, Americas, or such other address as the Trustee may designate from time to
time by notice to the Holders and the Company.

            "Currency Agreement" means, in respect of a Person, any foreign
exchange contract, currency swap agreement or other similar agreement or
arrangements (including derivative agreements or arrangements) as to which such
Person is a party or a beneficiary.

            "Custodian" means any receiver, interim receiver, receiver and
manager, receiver-manager, trustee, assignee, liquidator, sequestrator, sindico,
comissario or

                                       13
<PAGE>

similar official under any Bankruptcy Law or any other person with like powers
whether appointed judicially or out of court and whether pursuant to an interim
or final appointment.

            "CVM" means the Comissao de Valores Mobiliarios and any successor
entity thereto.

            "Debt Instruments" means the documents that will evidence the senior
secured Indebtedness of the Company and its Restricted Subsidiaries that will be
issued substantially concurrently with the Securities in connection with the
Restructuring, including the Securities, new bi-lateral credit facilities, new
Net notes and new real-denominated debentures.

            "Default" means any event or condition that is, or after notice or
passage of time or both would be, an Event of Default.

            "Depository" means, with respect to the Securities issued in the
form of one or more Global Securities, The Depository Trust Company or another
person designated as Depository by the Company, which must be a clearing agency
registered under the Exchange Act.

            "Disqualified Stock" means any Capital Stock which, by its terms (or
by the terms of any security into which it is convertible or for which it is
exchangeable, in each case at the option of the holder thereof), or upon the
happening of any event, matures or is mandatorily redeemable, pursuant to a
sinking fund obligation or otherwise, or is exchangeable for Indebtedness (other
than at the option of such Person), or is redeemable at the option of the holder
thereof, in whole or in part, in any such case on or prior to the final maturity
date of the Securities.

            "Dollar Constraint Payment Account" shall have the meaning set forth
in Section 3.15(c)(ii).

            "Early Prepayment" means any prepayment in respect of the Securities
pursuant to Article Eleven which is due or payable prior to the Vesting Date.

            "Early Prepayment Account" shall have the meaning set forth in
Section 3.14(a).

            "EBITDA" means, for any period, the Consolidated Net Income for such
period, adjusted to exclude the following items (without duplication) of income
or expense to the extent that such items are included in the calculation of
Consolidated Net Income:

            (a)   Consolidated Financing Costs;

                                       14
<PAGE>

            (b)   total income tax expense;

            (c)   depreciation, amortization (including but not limited to
      amortization of goodwill and intangibles) and other non-cash charges or
      losses (other than any non-cash charge or loss that requires an accrual or
      reserve for cash charges for any future period);

            (d)   any net income of any Person if such Person is not a
      Restricted Subsidiary, except that subject to the limitations contained in
      clause (e) below, Net's equity in the net income of any such Person for
      such period shall be included in such Consolidated Net Income up to the
      aggregate amount of cash actually distributed by such Person during such
      period to Net, the Company or another Restricted Subsidiary as a dividend
      or other distribution (subject, in the case of a dividend or other
      distribution to a Restricted Subsidiary, to the limitations contained in
      clause (e) below);

            (e)   any gain or loss realized upon the sale or other disposition
      of any asset of Net, the Company or the other consolidated Restricted
      Subsidiaries that is not sold or otherwise disposed of in the ordinary
      course of business;

            (f)   any extraordinary gain or loss;

            (g)   the cumulative effect of a change in accounting principles;

            (h)   any nonrecurring charges or any expenses related to the
      Restructuring or to any acquisition by Net, the Company or any other
      Restricted Subsidiary after the Issue Date, including without limitation
      any charge or expenses Incurred for management transaction bonuses in
      connection with the Restructuring; and

            (i)   any non-cash compensation charge arising from any grant of
      stock, stock options or other equity-based awards.

            "Equity Interests" means Capital Stock and all warrants, options or
other rights to acquire Capital Stock (but excluding any debt security that is
convertible into, or exchangeable for, Capital Stock).

            "Event of Default" shall have the meaning specified in Section 5.01
hereof.

            "Excess Cash Flow" means, for any fiscal year, the sum of (a) (i)
the cash and Cash Equivalents of Net, the Company and each other Restricted
Subsidiary as at the last day of such fiscal year less (ii) the cash and Cash
Equivalents of Net, the Company and the other Restricted Subsidiaries as at the
last day of the prior fiscal year (the

                                       15
<PAGE>

"Starting Cash Balance") less (b) the Net Cash Proceeds of the issuance of any
equity interests of the Company during such fiscal year less (c) the Net Cash
Proceeds of the issuance or Incurrence of any Indebtedness by the Company and
its Restricted Subsidiaries during such fiscal year less (d) the Net Available
Cash from any Asset Sale during such fiscal year plus (e) the amount of any
Investment by Net, the Company or any other Restricted Subsidiary in any Person
that thereby becomes a Restricted Subsidiary and any amount paid by Net, the
Company or any other Restricted Subsidiary to acquire any company or any
business or any group of assets constituting an operating unit of a business
(any such transaction, a "Purchase") plus (f) the amount of any prepayments of
principal in respect of Senior Secured Indebtedness during such fiscal year plus
(g) the amount of any cash dividend or other cash payment on account of Net's
Equity Interests; provided, however, that:

            (i)   if since the beginning of any fiscal year Net, the Company or
      any other Restricted Subsidiary shall have made any Asset Sale of any
      company or any business or any group of assets constituting an operating
      unit of a business (any such transaction, a "Sale"), the Starting Cash
      Balance for the purpose of measuring Excess Cash Flow with respect to such
      fiscal year shall be deemed to be reduced by an amount equal to the amount
      of cash or Cash Equivalents transferred in connection with such Sale; and

            (ii)  if since the beginning of any fiscal year Net, the Company or
      any other Restricted Subsidiary shall have made any Purchase, the Starting
      Cash Balance for the purpose of measuring Excess Cash Flow with respect to
      such fiscal year shall be deemed to be increased by an amount equal to the
      amount of cash or Cash Equivalents acquired in connection with such
      Purchase.

            "Excess Cash Flow Prepayment Amount," with respect to any fiscal
year, means an amount equal to the lesser of (a) Net's Excess Cash Flow for such
fiscal year multiplied by the Applicable Percentage with respect to such fiscal
year and (b)(i) the cash and Cash Equivalents of Net, the Company and each other
Restricted Subsidiaries at December 31 of such fiscal year less (ii) the Minimum
Cash Balance with respect to such fiscal year.

            "Excess Proceeds of the Closing Equity Issuance" means the Net Cash
Proceeds of the issuance by Net of Capital Stock in connection with the
Restructuring minus (a) an amount equal to 40% of Pre-Restructuring Credit
Amount minus (b) an amount equal to 40% of the cash interest payment paid by Net
to holders of its Indebtedness in connection with the Restructuring minus (c) an
amount equal to 20% multiplied by (i) the total number of shares issued by Net
in the Closing Equity Issuance at a price per share in excess of R$0.35
multiplied by (ii) the average price per share of such shares less R$0.35.

            "Exchange Act" means the Securities Exchange Act of 1934, as
amended.

                                       16
<PAGE>

            "Exchange Rate" means, for any day, the exchange rate publicly
announced by the Central Bank of Brazil as the exchange rate for the U.S. Dollar
under PTAX 800, Option 5 (selling rate), currency 220 on the SISBACEN Data
System (or its successor) on the most recent preceding business day in Brazil.

            "Fair Market Value" means, with respect to any asset or property,
the price that could be negotiated in an arm's-length free market transaction,
for cash, between a willing seller and a willing buyer, neither of which is
under pressure or compulsion to complete the transaction. Unless otherwise
specified in this Indenture, Fair Market Value shall be determined by the Board
of Directors acting in good faith and shall be evidenced by a Board Resolution
delivered to the Trustee; provided that, in the case of any transaction or
series of related transactions which, during any period of 12 consecutive
months, involve aggregate consideration of R$75,000,000 (which amount shall be
increased by the IGP-M Adjustment on January 1 of each fiscal year following the
Issue Date) (or to the extent non-Brazil Real denominated, the equivalent of
such amount in Brazilian Reais) or more, the Fair Market Value shall also be
determined by an Independent Financial Advisor.

            "Global Security" shall have the meaning set forth in Section 3.01
hereof.

            "Guarantee" shall have the meaning set forth in Section 13.01
hereof.

            "Guaranteed Obligations" means the principal of, interest on, and
Additional Amounts, if any, and all other amounts owing by the Company with
respect to the Securities which may from time to time be issued and outstanding
under this Indenture and all other indebtedness, liabilities and obligations of
the Company at any time and from time to time existing or arising under this
Indenture (including its obligations to the Trustee under Section 6.07 of this
Indenture and prepayments on Securities pursuant to Article Eleven hereof).

            "Guaranteed Parties" means all the Persons who are now or who
hereafter become Holders and the Trustee under this Indenture.

            "Guarantors" means:

            (a)   Net;

            (b)   each Restricted Subsidiary other than the Company; and

            (c)   any other Subsidiary of Net or the Company that executes a
      supplemental indenture to this Indenture so as to provide a Guarantee.

            "Hedging Obligations" of any Person means the obligations of such
Person pursuant to any Interest Rate Agreement or Currency Agreement.

                                       17
<PAGE>

            "Holder" means the Person in whose name a Security is registered in
the Security Register.

            "IGP-M Adjustment" means, as of any date of determination a
fraction, the numerator of which is the IGP-M as of such date and the
denominator of which is equal to the IGP-M as of January 1, 2004. "IGP-M" means
the Indice Geral de Precos - Mercado or its successor, as calculated and
published by the Fundacao Getulio Vargas - FGV.

            "Incur" means issue, assume, enter into any guarantee of, incur or
otherwise become liable for; provided, however, that any Indebtedness or Capital
Stock of a Person existing at the time such Person becomes a Subsidiary (whether
by merger, consolidation, acquisition or otherwise) shall be deemed to be
Incurred by such Subsidiary at the time it becomes a Subsidiary. Any
Indebtedness issued at a discount (including Indebtedness on which interest is
payable through the issuance of additional Indebtedness) shall be deemed
Incurred at the time of original issuance of the Indebtedness at the initial
accreted amount thereof.

            "Indebtedness" means, with respect to any Person, without
duplication:

            (a)   any liability, contingent or otherwise, of such Person (i) for
      borrowed money (whether or not the recourse of the lender is to the whole
      of the assets of such Person or only to a portion thereof), whether as a
      cash advance, bill, overdraft or money market facility loan; (ii)
      evidenced by a note, debenture or similar instrument or letters of credit
      (including a purchase money obligation) or by any book-entry mechanism, or
      (iii) to the extent not otherwise included in this definition, net Hedging
      Obligations of such Person (the amount of any such obligation to be equal
      at any time to the termination value of such agreement or arrangement
      giving rise to such Hedging Obligation that would be payable or receivable
      by such Person at such time);

            (b)   any liability of others of the kind described in the
      immediately preceding clause (a) which the Person has guaranteed or for
      which it is otherwise legally liable;

            (c)   any obligation secured by a Lien to which the property or
      assets of such Person are subject, whether or not the obligations secured
      have been assumed by or will otherwise be such Person's legal liability;

            (d)   the maximum repurchase or redemption price of any Disqualified
      Stock of such Person not held by Net, the Company or another Restricted
      Subsidiary; and

                                       18
<PAGE>

            (e)   solely for purposes of calculating Consolidated Total
      Indebtedness for purposes of Section 10.14 hereof (i) trade payables that
      are overdue 60 days or more and which are not being contested in good
      faith by such Person, (ii) all Capital Lease Obligations and (iii)
      obligations relating to the deferred purchase price for property of such
      Person; provided that such deferred purchase price is due more than 120
      days after the date of taking final delivery thereof.

            For purposes of the covenants described under Section 10.14 and the
definition of "Events of Default," in determining the principal amount of any
Indebtedness, to be Incurred by Net, the Company or another Restricted
Subsidiary or which is outstanding at any date, (x) the principal amount of any
Indebtedness which provides that an amount less than the principal amount of
such Indebtedness shall be due upon any declaration of acceleration thereof will
be the accepted value thereof at the date of determination and (y) the amount of
any such Indebtedness shall be reduced by the amount of any net gain under any
Currency Agreements with respect to such Indebtedness.

            "Indenture" means this instrument as originally executed (including
all exhibits and schedules hereto) and as it may from time to time be
supplemented or amended by one or more indentures supplemental hereto, or other
supplementing or amending instrument, in each case entered into pursuant to the
applicable provisions hereof.

            "Indenture Obligations" means the obligations of the Company and any
other obligor under this Indenture or under the Securities, including each
Guarantor, to pay principal of and interest on the Securities (and any
Additional Amounts thereon) when due and payable, whether at maturity, by
acceleration, call for redemption or repurchase, prepayment or otherwise, and
all other amounts due or to become due under or in connection with this
Indenture, the Securities or the Guarantees and the performance of all other
obligations to the Trustee (including, but not limited to, payment of all
amounts due the Trustee under Section 6.07) and the Holders of the Securities
under this Indenture, the Securities and the Guarantees, according to the terms
thereof.

            "Independent Financial Advisor" means a Brazilian or United States
investment or merchant banking firm or public accounting firm, in each case of
national standing in Brazil or the United States, as applicable (a) which does
not, and whose directors and executive officers and Affiliates do not, have an
investment in the Company or any of its Affiliates and (b) which, in the
judgment of the Board of Directors, is otherwise independent with respect to the
Company and its Affiliates and qualified to perform the task for which it is to
be engaged. A trustee or nominee for the true parties in interest will not be
excluded from the definition of "Independent Financial Advisor" solely as a
result of such trustee or nominee status.

                                       19
<PAGE>
            "Intercreditor Agreement" means the Intercreditor Agreement, dated
[     ], 2005, among Net, the Company, the other Restricted Subsidiaries parties
thereto, the Collateral Agent, the Trustee and the holders of the Senior Secured
Indebtedness or their respective representatives, as amended, supplemented or
otherwise modified from time to time.

            "interest," when used with respect to any Security, means the amount
of all interest accruing on such Security, including all interest accruing
subsequent to the occurrence of any events specified in Section 5.01(i), (j) and
(k) or which would have accrued but for any such event, whether or not such
claims are allowable under applicable law.

            "Interest Payment Date" means, when used with respect to any
Security, the date set for payment of an installment of interest on such
Security, as set forth in such Security.

            "Interest Rate Agreement" means, with respect to any Person, any
interest rate protection agreement, interest rate future agreement, interest
rate option agreement, interest rate swap agreement, interest rate cap
agreement, interest rate collar agreement, interest rate hedge agreement or
other similar agreement or arrangement (including derivative agreements or
arrangements) as to which such Person is party or a beneficiary.

            "Investment" means, with respect to any Person, any advance, loan,
account receivable, or other extension of credit (including, without limitation,
by means of any guarantee) or any capital contribution to (by means of transfers
of property to others, payments for property or services for the account or use
of others, or otherwise), or any purchase of any shares, stocks, bonds,
debentures or any other securities of, any other Person. Notwithstanding the
foregoing, in no event shall any issuance of Capital Stock (other than
Disqualified Stock) of Net in exchange for Capital Stock, property or assets of
another Person constitute an Investment by Net in such other Person.

            "Investor" means each of (a) Globo Comunicacoes e Participacoes S.A.
and (b) Telefonos de Mexico, S.A., and their respective Affiliates.

            "Issue Date" means the date of original issuance of the Securities.

            "LIBOR" means (i) for the period beginning on the Issue Date and
ending on March 14, 2005, [ ]% per annum and (ii) for each subsequent quarterly
period during which any Security is outstanding, beginning on March 15, 2005,
the rate determined by the Trustee (notice of such rate to be sent to the
Company by the Trustee on the date of determination thereof), equal to the
British Bankers' Association LIBOR rate for deposits in U.S. dollars for a
period of three months as reported by any generally recognized financial
information service as of 11:00 a.m. (London time) two Business Days immediately
prior to the first day of such quarterly period; provided, however, that, if no

                                       20
<PAGE>

British Bankers' Association LIBOR rate is available, the LIBOR for the relevant
quarterly period shall instead be at the rate at which J.P. Morgan Securities
Ltd. or one of its affiliate banks offers to place deposits in U.S. dollars with
first-class banks in the London interbank market for a period of three months at
approximately 11:00 a.m. (London time) two Business Days immediately prior to
the first day of such quarterly period, in an amount comparable to the then
outstanding principal amount of the Securities. The quarterly periods referred
to in this definition shall commence on March 15, June 15, September 15 and
December 15 of each year and end on the day preceding the next June 15,
September 15, December 15 or March 15, as applicable.

            "Lien" means any mortgage, charge, pledge, lien (statutory or
other), security interest, hypothecation, assignment for security, claim, or
preference or priority or other encumbrance upon or with respect to any property
of any kind. A Person shall be deemed to own, subject to a Lien, any property
which that Person has acquired or holds subject to the interest of a vendor or
lessor under any conditional sale agreement, capital lease or other title
retention agreement.

            "Management Investors" means the officers, directors, employees and
other members of the management of Net, the Company or any of Net's other
Subsidiaries, or family members or relatives thereof, or trusts for the benefit
of any of the foregoing, or any of their heirs, executors, successors and legal
representatives, who at any date beneficially own or have the right to acquire,
directly or indirectly, Capital Stock of Net.

            "Material Contract" means any contract that provides for the payment
or receipt by Net, the Company or any other Restricted Subsidiary of more than
R$10,000,000 (which amount shall be increased by the IGP-M Adjustment on January
1 of each fiscal year following the Issue Date) or its equivalent in another
currency or currencies, during any calendar year, or that is otherwise material
to the business or operations of Net, the Company and Net's other Subsidiaries,
taken as a whole.

            "Minimum Cash Balance" means R$120,000,000 increased as of January 1
of each year by the IGP-M Adjustment as of such date and adjusted for any
committed expenses as of the end of the prior fiscal year that remain unpaid.

            "Net" means the Person named as "Net" in the first paragraph of this
Indenture, until a successor Person shall have become such pursuant to the
applicable provisions of this Indenture, and thereafter "Net" shall mean such
successor Person.

            "Net Cash Proceeds" means, with respect to any Asset Sale or the
Incurrence or issuance of any Indebtedness or the sale or issuance of any
Capital Stock (including, without limitation, any capital contribution) by any
Person, the aggregate amount of cash, Cash Equivalents and cash received from
securities acquired in connection with an Asset Sale and converted into cash
within 30 days of the date of such

                                       21
<PAGE>

acquisition, received from time to time (whether as initial consideration or
through payment or disposition of deferred consideration) by or on behalf of
that Person in connection with such transactions after deducting (without
duplication) (a) reasonable and customary brokerage commissions, underwriting
fees and discounts, legal fees, finders' fees and other similar fees and
commissions; (b) the amount of taxes paid or payable in connection with or as a
result of such transaction; and (c) with respect to any Asset Sale, (i) all
payments made on any Indebtedness that is secured by any assets subject to such
Asset Sale, in accordance with the terms of any Lien upon such assets, or that
must by its terms, or in order to obtain a necessary consent to such Asset Sale,
or by applicable law, be repaid out of the proceeds from such Asset Sale and
(ii) all distributions and other payments required to be made to minority
interest holders in Subsidiaries or joint ventures as a result of such Asset
Sale, or to any other Person (other than Net, the Company or another Restricted
Subsidiary) owning a beneficial interest in the assets disposed of in such Asset
Sale.

            "Net Dollar Constraint Payment Account" means the Dollar Constraint
Payment Account referred to in Section 3.14(c)(ii) of the Net Indenture.

            "Net Holder" means any holder of an outstanding 7.0% Senior Secured
Note due 2009 issued by Net pursuant to the Net Indenture.

            "Net Indenture" means that Indenture, dated [          ], among Net,
 The Bank of New York, as trustee, and the Subsidiaries of Net named therein.

            "Nonparticipating Debt" means any outstanding Indebtedness of Net,
the Company and Net's other Subsidiaries immediately prior to the Closing Date
which does not participate in the Restructuring and is not converted into Senior
Secured Indebtedness.

            "Officer" means the Chairman of the Board of Directors, any Vice
Chairman, the President, the Chief Financial Officer, any Vice President, the
Controller, the Treasurer or the Secretary of the Company or a Guarantor, as the
circumstances shall require, or any other officer of the Company designated by
the Board of Directors as an Officer.

            "Officer's Certificate" means a certificate signed by one Officer
and delivered to the Trustee.

            "Offshore Global Security" shall have the meaning specified in
Section 3.01 hereof.

            "Opinion of Counsel" means a written opinion from legal counsel who
is reasonably acceptable to the Trustee. The counsel may be an employee of or
counsel to the Company, Net or the Trustee.

                                       22
<PAGE>

            "Outstanding" means, as of the date of determination, all Securities
theretofore authenticated and delivered under this Indenture, except:

            (a)   Securities theretofore cancelled by the Trustee or delivered
      to the Trustee for cancellation;

            (b)   Securities, or portions thereof, for whose payment or full
      prepayment money in the necessary amount has been theretofore deposited
      with the Trustee or any Paying Agent (other than the Company or any
      Guarantor or any Affiliate thereof) in trust for the Holders of such
      Securities; provided, however, that if such Securities are to be fully
      prepaid, notice of such prepayment has been duly and irrevocably given
      pursuant to this Indenture or provision therefor satisfactory to the
      Trustee has been made;

            (c)   Securities with respect to which the Company has effected
      defeasance or covenant defeasance as provided in Article Four, to the
      extent provided in Sections 4.02 and 4.03; and

            (d)   Securities in exchange for or in lieu of which other
      Securities have been authenticated and delivered pursuant to this
      Indenture, other than any such Securities in respect of which there shall
      have been presented to the Trustee proof satisfactory to it that such
      Securities are held by a bona fide purchaser in whose hands the Securities
      are valid obligations of the Company;

provided, however, that in determining whether the Holders of the requisite
principal amount of Outstanding Securities have given any request, demand,
authorization, direction, notice, consent or waiver hereunder, Securities owned
by the Company, any Guarantor or any other obligor upon the Securities or any
Affiliate of the Company, any Guarantor or such other obligor shall be
disregarded and deemed not to be Outstanding, except that, in determining
whether the Trustee shall be protected in relying upon any such request, demand,
authorization, direction, notice, consent or waiver, only Securities which a
Responsible Officer of the Trustee actually knows to be so owned shall be so
disregarded. Securities so owned which have been pledged in good faith may be
regarded as Outstanding if the pledgee establishes to the satisfaction of the
Trustee the pledgee's right so to act with respect to such Securities and that
the pledgee is not the Company, any Guarantor or any other obligor upon the
Securities or any Affiliate of the Company, any Guarantor or such other obligor.

            "Paying Agent" means any person authorized by the Company to pay the
principal of, or interest on and Additional Amounts, if any, with respect to,
any Securities on behalf of the Company. The Company may so authorize a
Principal Paying Agent and one or more co-Paying Agents.

                                       23
<PAGE>

            "Permitted Business" means (a) the delivery or distribution of
television, radio, internet or other telecommunications services in Brazil and
(b) any reasonably related business or activity, including, without limitation,
any business conducted by Net, the Company or any other Restricted Subsidiary on
the Issue Date, the acquisition, holding or exploitation of any license relating
to the delivery of the services described in clause (a) of this definition, the
development or acquisition of rights to programming for delivery or distribution
in accordance with clause (a) of this definition and any other business
involving voice, data or video telecommunications services.

            "Permitted Holder" means each of the following: (a) each Investor
and each of their respective Affiliates; and (b) any Person acting in the
capacity of an underwriter in connection with a public or private offering of
Capital Stock of Net.

            "Permitted Investment" means an Investment by Net, the Company or
any other Restricted Subsidiary in, or consisting of, any of the following:

            (a)   a Restricted Subsidiary, Net or a Person that will, upon the
      making of such Investment, become a Restricted Subsidiary;

            (b)   Cash Equivalents;

            (c)   another Person if, as a result of such Investment, such other
      Person is merged with or consolidated into Net, the Company or another
      Restricted Subsidiary;

            (d)   accounts receivable owing to Net, the Company or another
      Restricted Subsidiary that are created or acquired in the ordinary course
      of business and payable or dischargeable in accordance with customary
      trade terms;

            (e)   securities or other Investments received as consideration in
      sales or other dispositions of property or assets negotiated on an
      arm's-length basis and including Asset Sales made in compliance with
      Section 10.27;

            (f)   securities or other Investments received in settlement of
      debts created in the ordinary course of business and owing to Net, the
      Company or another Restricted Subsidiary, or as a result of foreclosure,
      enforcement of any Lien, or in satisfaction of judgments, including in
      connection with any bankruptcy proceeding or other reorganization of
      another Person;

            (g)   Investments in existence or made pursuant to legally binding
      written commitments in existence on the Issue Date;

            (h)   deposits (i) provided to third parties in the ordinary course
      of business with respect to leases or utilities or (ii) otherwise
      described in the

                                       24
<PAGE>

      definition of "Permitted Liens" or made in connection with Liens permitted
      under Section 10.13;

            (i)   prepaid expenses, including trade credit, arising in the
      ordinary course of business;

            (j)   promissory notes of Management Investors, acquired in
      connection with the issuance of Capital Stock of Net to such Management
      Investor, in an aggregate outstanding principal amount not exceeding
      R$10,000,000 (which amount shall be increased by the IGP-M Adjustment on
      January 1 of each fiscal year following the Issue Date) at any time; and

            (k)   other Investments, the aggregate outstanding amount of which
      on any date shall not exceed the following amounts (in each case as such
      amount shall be increased by the IGP-M Adjustment on January 1 of each
      fiscal year following the Issue Date):

                  (i)   R$10,000,000, during each of the fiscal years ending
            December 31, 2005 and 2006;

                  (ii)  R$20,000,000, during the fiscal year ending December 31,
            2007; and

                  (iii) R$35,000,000, during the fiscal year ending December 31,
            2008 and during each subsequent fiscal year.

            "Permitted Lien" means:

            (a)   any Lien in existence on the Issue Date;

            (b)   any Lien on any property acquired, constructed or improved by
      Net, the Company or any other Restricted Subsidiary after the date hereof,
      which is created, incurred or assumed contemporaneously with, or within 90
      days after, such acquisition (or in the case of any such property
      constructed or improved, after the completion or commencement of
      commercial operations of such property following such construction or
      improvement, whichever is later) to secure or provide for the payment of
      any part of the purchase price of such property or the costs of the
      construction or improvement (including costs such as escalation, interest
      during construction and finance costs);

            (c)   any Lien that equally and ratably secures all Senior Secured
      Indebtedness;

            (d)   any Lien created pursuant to the Security Documents;

                                       25
<PAGE>

            (e)   any Lien on any property existing at the time of its
      acquisition and which is not created as a result of or in connection with
      or in anticipation of that acquisition (unless such Lien was created to
      secure or provide for payment of any part of the purchase price of such
      property);

            (f)   any Lien on any property acquired from a corporation or any
      other Person which is merged with or into Net, the Company or any other
      Restricted Subsidiary, or any Lien existing on property of a corporation
      or any other Person which existed at the time such corporation becomes a
      Subsidiary of Net, in either case, which is not created as a result of or
      in connection with or in anticipation of any such transaction (unless such
      Lien was created to secure or provide for the payment of any part of the
      purchase price of such corporation);

            (g)   any Lien which secures only Indebtedness owing by (i) Net to
      any Restricted Subsidiary or (ii) any Restricted Subsidiary to Net or any
      other Restricted Subsidiary;

            (h)   any extension, renewal or replacement (or successive
      extensions, renewals or replacements), in whole or in part, of any Lien
      referred to in the preceding clauses (a) through (g) inclusive; provided
      that the principal amount of Indebtedness secured thereby does not exceed
      the principal amount of Indebtedness secured at the time of the extension,
      renewal or replacement, and that such extension, renewal or replacement is
      limited to all or a part of the property that secured the Lien extended,
      renewed or replaced (plus improvements on such property);

            (i)   any Liens for taxes not yet delinquent or due which are being
      contested diligently and in good faith by appropriate actions or
      proceedings; provided that adequate reserves with respect thereto are
      maintained on the accounting books of Net, the Company and/or any other
      Restricted Subsidiary;

            (j)   Liens (including Liens granted in connection with the issuance
      of any surety bond) (other than Liens on Collateral) arising out of
      judgments, decrees, orders or awards in respect of which Net or the
      Company is, or will in good faith be, diligently presenting a defense or
      prosecuting an appeal or proceedings for review, as the case may be, which
      defense or appeal or proceedings will not have been finally disposed of,
      or if the period within which such defense, appeal or proceedings may be
      initiated will not have expired, provided, in each case, that a stay of
      enforcement of any such Lien is in effect;

            (k)   statutory Liens arising in the ordinary course of business;

            (l)   easements, rights-of-way, restrictions and other similar
      encumbrances incurred in the ordinary course of business;

                                       26
<PAGE>

            (m)   Liens incurred in the ordinary course of business in
      connection with workers' compensation claims, unemployment insurance and
      social security benefits and Liens securing the performance of bids,
      tenders, leases and contracts in the ordinary course of business,
      statutory obligations, surety bonds, performance bonds and other
      obligations of similar nature Incurred in the ordinary course of business;

            (n)   programmers', service men's, materialmen's, repairmen's,
      landlord's or other like Liens arising in the ordinary course of business
      in respect of obligations that are not overdue for a period of more than
      60 days, or that are bonded or that are being contested diligently and in
      good faith and by appropriate proceedings and for which a stay of
      enforcement of such Lien is in effect;

            (o)   pledges, deposits or Liens to secure the performance of bids,
      tenders, trade, government or other contracts (other than for borrowed
      money), incurred in the ordinary course of business;

            (p)   leases, subleases, licenses or sublicenses to third parties;

            (q)   Liens securing reimbursement or other payment obligations with
      respect to surety bonds, performance bonds and other similar bonds,
      instruments or obligations incurred in compliance with Section 10.14;

            (r)   Liens securing obligations under Currency Agreements and/or
      Interest Rate Agreements incurred in compliance with Section 10.14,
      provided that, in no event may the lesser of the aggregate fair market
      value or the aggregate book value of the collateral subject to Liens
      securing obligations under Currency Agreements and/or Interest Rate
      Agreements at any time exceed R$50,000,000 (which amount shall be
      increased by the IGP-M Adjustment on January 1 of each fiscal year
      following the Issue Date);

            (s)   any easement or immaterial imperfection of title on real
      estate in which Net, the Company or any other Restricted Subsidiary has an
      interest, provided that such easement or imperfection shall not render
      such title unusable for purposes of the business of Net, the Company or
      such other Restricted Subsidiary;

            (t)   Liens granted in connection with Capital Lease Obligations and
      Indebtedness incurred in connection with Purchase Money Obligations, and
      in each case incurred in compliance with Section 3.06, provided that such
      Liens extend only to the underlying property or asset;

            (u)   any Lien on the Early Prepayment Account (or on the funds on
      deposit therein) in favor of the Holders;

                                       27
<PAGE>

            (v)   any Lien on (x) the Dollar Constraint Payment Account (or on
      the funds on deposit therein) in favor of the Holders or (y) the Net
      Dollar Constraint Payment Account (or on the funds on deposit therein) in
      favor of the Net Holders; and

            (w) any Lien over the proceeds of the Closing Equity Issuance, any
      account into which such proceeds are deposited and/or any agreement
      relating thereto, in each case securing the Bridge Loan.

            "Person" means any individual, corporation, partnership, joint
venture, association, joint-stock company, limited liability company, trust,
unincorporated organization, government or any agency or political subdivision
thereof or any other entity.

            "Predecessor Security" means, with respect to any particular
Security, every previous security evidencing all or a portion of the same debt
as that evidenced by such particular Security; and, for the purposes of this
definition, any Security authenticated and delivered under Section 3.06 hereof
in exchange for a mutilated Security or in lieu of a lost, destroyed or stolen
Security shall be deemed to evidence the same debt as the mutilated, lost,
destroyed or stolen Security.

            "Prepayment Date" means, with respect to any prepayment to be made
pursuant to Section 11.01 or 11.02 hereof, the date set for such prepayment.

            "Prepayment Percentage," as of any date of determination, means a
fraction, represented as a percentage, the numerator of which is the principal
amount of the Securities outstanding on such date and the denominator of which
is the aggregate principal amount of Senior Secured Indebtedness outstanding on
such date.

            "Pre-Restructuring Credit Amount" means the sum of
U.S.$248,777,479.00 plus the Dollar-equivalent of R$606,781,497.00, calculated
based on the Exchange Rate in effect on the Issue Date.

            "Prior Prepayment Percentage" with respect to any voluntary
prepayment of Senior Secured Indebtedness, means a fraction, represented as a
percentage, the numerator of which is the amount prepaid in respect of such
Senior Secured Indebtedness and the denominator of which is equal to the amount
of the aggregate outstanding obligations in respect of such Senior Secured
Indebtedness immediately prior to such prepayment.

            "Purchase Money Obligations" means Indebtedness Incurred to finance
or refinance the deferred purchase price of newly acquired property or assets
used in the ordinary course of business of Net, the Company and Net's other
Subsidiaries; provided such purchase money financing is entered into within six
months of the acquisition of such property or assets.

            "Qualified Institutional Buyer" or "QIB" shall have the meaning
specified in Rule 144A under the Securities Act.

                                       28
<PAGE>

            "Refinancing Indebtedness" means Indebtedness that is Incurred to
refund, refinance, replace, renew, repay or extend (including pursuant to any
defeasance or discharge mechanism) any Indebtedness existing on the date of the
Indenture or Incurred in compliance with this Indenture (including, to the
extent permitted in this Indenture, Indebtedness of Net or the Company that
refinances Indebtedness of any Restricted Subsidiary and Indebtedness of any
Restricted Subsidiary that refinances Indebtedness of another Restricted
Subsidiary), including Indebtedness that refinances Refinancing Indebtedness;
provided, however, that

            (a)   the Refinancing Indebtedness has a maturity no earlier than
      the maturity of the Indebtedness being refinanced;

            (b)   the Refinancing Indebtedness has an Average Life at the time
      such Refinancing Indebtedness is Incurred that is equal to or greater than
      the Average Life of the Indebtedness being refinanced;

            (c)   such Refinancing Indebtedness is Incurred in an aggregate
      principal amount (or if issued with original issue discount, an aggregate
      issue price) that is equal to or less than the sum of (i) the aggregate
      principal amount (or if issued with original issue discount, the aggregate
      accreted value) then outstanding of the Indebtedness being refinanced,
      plus (ii) fees, underwriting discounts, premiums and other costs and
      expenses incurred in connection with such Refinancing Indebtedness; and

            (d)   Refinancing Indebtedness shall not include (i) Indebtedness of
      a Restricted Subsidiary that is not a guarantor that refinances
      Indebtedness of Net or (ii) Indebtedness of Net, the Company or another
      Restricted Subsidiary that refinances Indebtedness of an Unrestricted
      Subsidiary.

            "Regular Record Date" means each Regular Record Date specified in
the Securities.

            "Responsible Officer," when used with respect to the Trustee, means
any officer of the Trustee within the Corporate Trust Division - Global Finance
Unit, Domestic, of the Trustee (or any successor unit or department of the
Trustee) located at the Corporate Trust Office of the Trustee who has direct
responsibility for the administration of this Indenture and, for the purposes of
Section 6.01(c)(ii) and Section 6.02 (for the purposes of Section 315(b) of the
Trust Indenture Act), shall also include any officer of the Trustee to whom any
corporate trust matter is referred because of his knowledge of and familiarity
with the particular subject.

            "Regulation S" means Regulation S under the Securities Act.

                                       29
<PAGE>

            "Restricted Subsidiary" means any Subsidiary of Net other than an
Unrestricted Subsidiary.

            "Restructuring" means the exchange of existing Indebtedness of Net,
the Company and certain other Restricted Subsidiaries (including, without
limitation, Net's U.S. 12-5/8% Senior Guaranteed Notes due 2004, the Company's
floating rate notes due 2005, the existing working capital and bank loan
facilities and the real-denominated convertible and non-convertible debentures)
for Senior Secured Indebtedness and cash.

            "Restructuring Subsidiary" means each of Alnor Aluminio do Norte
Ltda., a sociedade limitada organized under the laws of the Federative Republic
of Brazil, Antenas Comunitarias Brasileiras Ltda., a sociedade limitada
organized under the laws of the Federative Republic of Brazil, Cabodinamica TV
Cabo Sao Paulo S.A., a sociedade anonima organized under the laws of the
Federative Republic of Brazil, CMA Participacoes S.A., a sociedade anonima
organized under the laws of the Federative Republic of Brazil, Dabny, L.L.C., a
Delaware limited liability company, Multicanal Telecomunicacoes S.A., a
sociedade anonima organized under the laws of the Federative Republic of Brazil,
Net Londrina Ltda., a sociedade limitada organized under the laws of the
Federative Republic of Brazil, TV Cabo de Chapeco Ltda., a sociedade limitada
organized under the laws of the Federative Republic of Brazil, TV Video Cabo de
Belo Horizonte S.A., a sociedade anonima organized under the laws of the
Federative Republic of Brazil, Net Recife Ltda., a sociedade limitada organized
under the laws of the Federative Republic of Brazil, Net Campinas Ltda., a
sociedade limitada organized under the laws of the Federative Republic of
Brazil, Net Indaiatuba Ltda., a sociedade limitada organized under the laws of
the Federative Republic of Brazil, Net Franca Ltda., a sociedade limitada
organized under the laws of the Federative Republic of Brazil, Net Sul
Comunicacoes Ltda., a sociedade limitada organized under the laws of the
Federative Republic of Brazil, Net Joinville Ltda., a sociedade limitada
organized under the laws of the Federative Republic of Brazil, Net Florianopolis
Ltda., a sociedade limitada organized under the laws of the Federative Republic
of Brazil, Net Maringa Ltda., a sociedade limitada organized under the laws of
the Federative Republic of Brazil, Net Sao Jose do Rio Preto Ltda., a sociedade
limitada organized under the laws of the Federative Republic of Brazil, Net
Piracicaba Ltda., a sociedade limitada organized under the laws of the
Federative Republic of Brazil, Net Goiania Ltda., a sociedade limitada organized
under the laws of the Federative Republic of Brazil, Net Campo Grande Ltda., a
sociedade limitada organized under the laws of the Federative Republic of
Brazil, Net Sorocaba Ltda., a sociedade limitada organized under the laws of the
Federative Republic of Brazil, Net Sao Carlos S.A., a sociedade anonima
organized under the laws of the Federative Republic of Brazil, Horizonte Sul
Comunicacoes Ltda., a sociedade limitada organized under the laws of the
Federative Republic of Brazil, Net Curitiba Ltda., a sociedade limitada
organized under the laws of the Federative Republic of Brazil, Net Arapongas
Ltda., a sociedade limitada organized

                                       30
<PAGE>

under the laws of the Federative Republic of Brazil, Net Ribeirao Preto S.A., a
sociedade anonima organized under the laws of the Federative Republic of Brazil,
Net Bauru Ltda., a sociedade limitada organized under the laws of the Federative
Republic of Brazil, and Net Anapolis Ltda., a sociedade limitada organized under
the laws of the Federative Republic of Brazil.

            "Rule 144A" means Rule 144A under the Securities Act.

            "Securities" shall have the meaning specified in Recital A hereto.
For the purposes hereof, all Securities issued under this Indenture shall be
treated as a single class of securities.

            "Securities Act" means the Securities Act of 1933, as amended.

            "Security Documents" means, collectively, (a) the Asset Pledge
Agreement, entered into among Net, the Company, the other Restricted
Subsidiaries party thereto and the Collateral Agent, (b) the Share Pledge
Agreement, entered into among Net, the Company, the other Restricted
Subsidiaries party thereto and the Collateral Agent, (c) the Receivables Pledge
Agreement, entered into among Net, the Company the other Restricted Subsidiaries
party thereto, the Collateral Agent and the Centralizing Bank named therein and
(d) the Intercreditor Agreement, entered into among Net, the Company, the other
Restricted Subsidiaries party thereto, the Collateral Agent and the holders of
the Senior Secured Indebtedness.

            "Senior Secured Indebtedness" means the senior secured Indebtedness
of Net, the Company and the other Restricted Subsidiaries that will be issued
substantially concurrently with the Securities in connection with the
Restructuring, including the Securities, new bi-lateral credit facilities, new
notes issued pursuant to the Net Indenture and new real-denominated debentures
(it being understood that the Bridge Loan does not constitute Senior Secured
Indebtedness).

            "Special Record Date" means, with respect to the payment of any
Defaulted Interest, a date fixed by the Trustee pursuant to Section 3.06 hereof.

            "Subsidiary" means, with respect to any Person, any other legal
entity under direct or indirect control of such Person. For the purposes of this
definition, "control" when used with respect to any Person means (a) ownership,
directly or indirectly, of outstanding Voting Stock having at least a majority
of the votes cast in the election of the directors of such Person or (b) the
effective power to direct the business of and direct the workings of such
Person, directly or indirectly, whether through the ownership of voting
securities, by contract or otherwise.

            "Transaction Documents" means the Securities, this Indenture and the
Security Documents.

                                       31
<PAGE>

            "Trustee" means the Person named as the "Trustee" in the first
paragraph of this Indenture, until a successor Person shall have become such
pursuant to the applicable provisions of this Indenture, and thereafter
"Trustee" shall mean such successor Person.

            "Trust Indenture Act" means the Trust Indenture Act of 1939 (15
U.S.C. Sections 77aaa-77bbbb) as in effect on the date hereof.

            "Unrestricted Subsidiary" means (a) each of TV Cabo e Comunicacoes
de Jundiai S.A. and Televisao A Cabo Criciuma Ltda., and (b) any other
Subsidiary of Net that is designated by the Board of Directors of Net as an
Unrestricted Subsidiary in compliance with Section 10.20. Any such designation
may be revoked by a Board Resolution of the Company delivered to the Trustee,
subject to the provisions of Section 10.20.

            "U.S. Consumer Price Index" means the measure of prices of a fixed
basket of goods bought by a typical consumer, including food, transportation,
shelter, utilities, clothing, medical care, entertainment and other items
published by the U.S. Bureau of Labor Statistics in the U.S. Department of
Labor, based at 100 in 1982 and released monthly.

            "U.S. Dollar Equivalent" means, with respect to any monetary amount
in a currency other than the U.S. dollar, at any time for the determination
thereof, the amount of U.S. dollars obtained by converting such foreign currency
involved in such computation into U.S. dollars at the spot rate for the purchase
of U.S. dollars with the applicable foreign currency as quoted by Reuters at
approximately 11:00 a.m. (New York time) on the date not more than two Business
Days prior to such determination. For purposes of determining whether any
Indebtedness can be Incurred (including Permitted Indebtedness), any Investment
can be made and any Affiliate Transaction can be, undertaken (each, a "Tested
Transaction"), the "U.S. Dollar Equivalent" of such Tested Transaction shall be
determined on the date Incurred, made or undertaken, respectively, and no
subsequent change in the U.S. Dollar Equivalent shall cause such Tested
Transaction to have been Incurred, made or undertaken in violation of this
Indenture.

            "U.S. Global Security" shall have the meaning set forth in Section
3.01 hereof.

            "U.S. Government Obligations" means securities that are (a) direct
obligations of the United States of America for the timely payment of which its
full faith and credit is pledged or (b) obligations of a person controlled or
supervised by and acting as an agency or instrumentality of the United States of
America the timely payment of which is unconditionally guaranteed as a full
faith and credit obligation by the United States of America, which, in either
case, are not callable or redeemable at the option of the issuer thereof, and
shall also include a depository receipt issued by a bank (as defined

                                       32
<PAGE>

in Section 3(a)(2) of the Securities Act) as custodian with respect to any such
U.S. Government obligation or a specific payment of principal of or interest on
any such U.S. Government Obligation held by such custodian for the account of
the holder of such depository receipt, provided that (except as required by law)
such custodian is not authorized to make any deduction from the amount payable
to the holder of such depository receipt from any amount received by the
custodian in respect of the U.S. Government Obligation or the specific payment
of principal of or interest on the U.S. Government Obligation evidenced by such
depository receipt.

            "U.S. Physical Security" shall have the meaning set forth in Section
3.04 hereof.

            "Vesting Date" means the Payment Date on which the Average Life of
the Company's Floating Rate Notes due 2005 and the Notes, calculated on a pro
forma basis giving effect to (i) the cash payment of principal amounts made to
holders of the Company's Floating Rate Notes due 2005 in consideration for the
exchange of such notes for Notes issued hereunder and (ii) any principal
payments in respect of the Notes made prior to such date, to or to be made on
such date and future scheduled amortization payments in respect of the Notes, is
equal to or greater than eight years.

            "Voting Stock" of an entity means all classes of Capital Stock of
such entity then outstanding and normally entitled to vote in the election of
directors or all interests in such entity with the ability to control the
management or actions of such entity.

            "Wholly-Owned Subsidiary" means a Subsidiary of a Person, all of the
outstanding Capital Stock or other ownership interests of which (other than
directors' qualifying shares or Investments by foreign nationals or other
investors mandated by applicable law) are at the time owned by that Person
(including, directly or indirectly, through other Wholly-Owned Subsidiaries).

            Section 1.02. Other Definitions.

<TABLE>
<CAPTION>
                                                 Defined in
        Term                                      Section
        ----                                     ----------
<S>                                              <C>
"Act"                                               1.05
"Affiliate Transaction"                            10.17
"Agent Members"                                     3.13
"Base Currency"                                     1.19
"Closing Equity Issuance"                          11.02
"covenant defeasance"                               4.03
"Defaulted Interest"                                3.06
"defeasance"                                        4.02
</TABLE>

                                       33
<PAGE>

<TABLE>
<CAPTION>
                                                 Defined in
        Term                                      Section
        ----                                     ----------
<S>                                              <C>
"Defeased Securities"                               4.01
"Dollar Constraint"                                 5.01
"Election Notice"                                   3.15(c)
"Initial Principal Amount"                          3.01
"Interest Record Date"                              2.02
"insolvent person"                                  4.04
"judgment currency"                                 1.19
"Notice of Default"                                 5.01
"Original Payment Date"                             3.01
"Payment Date"                                      3.07
"Permitted Indebtedness"                           10.14
"Permitted Payment"                                10.15
"Physical Security"                                 3.13
"Prepayment Deferral Account"                       3.15
"Principal Paying Agent"                            3.07
"Principal Record Date"                             2.02
"rate of exchange"                                  1.19
"Regular Record Date"                               2.02
"Restricted Payments"                              10.15
"Security Register"                                 3.04
"Security Registrar"                                3.04
"Surviving Entity"                                  8.01
"Surviving Guarantor"                               8.01
"Taxes"                                            10.12
"Taxing Jurisdiction"                              10.12
</TABLE>

            Section 1.03. Rules of Construction.

            For all purposes of this Indenture, except as otherwise expressly
provided or unless the context otherwise requires:

            (a)   the terms defined in this Article have the meanings assigned
      to them in this Article, and include the plural as well as the singular;

            (b)   all other terms used herein which are defined in the Trust
      Indenture Act, either directly or by reference therein, have the meanings
      assigned to them therein;

            (c)   all accounting terms not otherwise defined herein have the
      meanings assigned to them under Brazilian GAAP;

                                       34
<PAGE>

            (d)   the words "herein," "hereof" and "hereunder" and other words
      of similar import refer to this Indenture as a whole and not to any
      particular Article, Section or other subdivision and references to an
      Article, Section or other subdivision are references to such Article,
      Section or subdivision of this Indenture, unless the context otherwise
      requires;

            (e)   all references to "$," "U.S.$," "dollars" or "United States
      dollars" shall refer to the lawful currency of the United States of
      America;

            (f)   all references to "R$" or "reais" shall mean the lawful
      currency of Brazil;

            (g)   the words "include," "included" and "including" as used herein
      shall be deemed in each case to be followed by the phrase "without
      limitation"; and

            (h)   transliterations from the Portuguese language have been
      effected by omission of diacritical marks.

            Section 1.04. Form of Documents Delivered to Trustee.

            Upon any request or application by the Company or any Guarantor to
the Trustee to take any action under this Indenture, the Company or such
Guarantor, as the case may be, shall furnish to the Trustee (a) an Officer's
Certificate stating that, in the opinion of the signers, all conditions
precedent, if any, provided for in this Indenture relating to the proposed
action have been complied with, (b) an Opinion of Counsel stating that, in the
opinion of such counsel, all such conditions have been complied with and (c)
where applicable, a certificate or opinion by an accountant that complies with
Section 314(c) of the Trust Indenture Act.

            Each certificate (other than a certificate pursuant to Section
314(a)(4) of the Trust Indenture Act) and Opinion of Counsel with respect to
compliance with a condition or covenant provided for in this Indenture shall
include:

            (a)   a statement that the person making such certificate or Opinion
      of Counsel has read such covenant or condition and the definitions herein
      relating thereto;

            (b)   a brief statement as to the nature and scope of the
      examination or investigation upon which the statements contained in such
      certificate or Opinion of Counsel are based;

            (c)   a statement that, in the opinion of such person, he has made
      such examination or investigation as is necessary to enable him to express
      an informed

                                       35
<PAGE>

      opinion as to whether or not such covenant or condition has been complied
      with; and

            (d)   a statement as to whether or not, in the opinion of such
      person, such condition or covenant has been complied with.

            In any case where several matters are required to be certified by,
or covered by an opinion of, any specified person, it is not necessary that all
such matters be certified by, or covered by the opinion of, only one such
person, or that they be so certified or covered by only one document, but one
such person may certify or give an opinion with respect to some matters and one
or more other such persons as to other matters, and any such person may certify
or give an opinion as to such matters in one or several documents.

            Any certificate or opinion of an officer of the Company or any
Guarantor may be based, insofar as it relates to legal matters, upon a
certificate or opinion of, or representations by, counsel, unless such officer
knows, or in the exercise of reasonable care should know, that the certificate
or opinion or representations with respect to the matters upon which his
certificate or opinion is based are erroneous. Any such certificate or Opinion
of Counsel may be based and rely, insofar as it relates to factual matters, upon
a certificate or opinion of, or representations by, an officer or officers of
the Company or any Guarantor stating that the information with respect to such
factual matters is in the possession of the Company or any Guarantor, unless
such counsel knows, or in the exercise of reasonable care should know, that the
certificate or opinion or representations with respect to such matters are
erroneous.

            Where any person is required to make, give or execute two or more
applications, requests, consents, certificates, statements, opinions or other
instruments under this Indenture, they may, but need not, be consolidated, with
proper identification of each matter covered therein, and form one instrument.

            Section 1.05. Acts of Holders.

            (a)   Any request, demand, authorization, direction, notice,
consent, waiver or other action provided by this Indenture to be given or taken
by Holders may be embodied in and evidenced by one or more instruments of
substantially similar tenor signed by such Holders in person or by an agent duly
appointed in writing; and, except as herein otherwise expressly provided, such
action shall become effective when such instrument or instruments are delivered
to the Trustee and, where it is hereby expressly required, to the Company. Such
instrument or instruments (and the action embodied therein and evidenced
thereby) are herein sometimes referred to as the "Act" of the Holders signing
such instrument or instruments. Proof of execution (as provided below in
subsection (b) of this Section 1.05) of any such instrument or of a writing
appointing any such agent shall be sufficient for any purpose of this Indenture
and (subject to

                                       36
<PAGE>

Section 6.01 hereof) conclusive in favor of the Trustee and the Company, if made
in the manner provided in this Section.

            (b)   The fact and date of the execution by any person of any such
      instrument or writing may be proved in any reasonable manner which the
      Trustee deems sufficient.

            (c)   The ownership of Securities shall be proved by the Security
      Register.

            Any request, demand, authorization, direction, notice, consent,
waiver or other action by the Holder of any Security shall bind every future
Holder of the same Security or the Holder of every Security issued upon the
transfer thereof or in exchange therefore or in lieu thereof to the same extent
as the original Holder, in respect of anything done, suffered or omitted to be
done by the Trustee, any Paying Agent or the Company or any Guarantor in
reliance thereon, whether or not notation of such action is made upon such
Security.

            Section 1.06. Notices, etc., to the Trustee, the Company and the
Guarantors.

            Any request, demand, authorization, direction, notice, consent,
waiver or Act of Holders or other document provided or permitted by this
Indenture to be made upon, given or furnished to, or filed with:

            (a)   the Trustee by any Holder, the Principal Paying Agent or by
      the Company or any Guarantor shall be sufficient for every purpose
      hereunder if made, given, furnished or filed, in writing (including by
      facsimile), to or with the Trustee at The Bank of New York, 101 Barclay
      Street, 21 West, New York, New York 10286, Attention: Global Finance Unit
      (Facsimile No. (212)815-5802), or at any other address previously
      furnished in writing to the Holders, the Principal Paying Agent, the
      Company and the Guarantors by the Trustee;

            (b)   the Principal Paying Agent by the Trustee, the Company or any
      Guarantor shall be sufficient for every purpose hereunder if made, given,
      furnished or filed, in writing (including by facsimile), to or with the
      Principal Paying Agent at The Bank of Tokyo-Mitsubishi Ltd, 12-15 Finsbury
      Circus, London EC2M 7BT, England, Attention: Nikola Snowsill/Roma Willet,
      Securities Services (Facsimile No. +44 207 577 1609), or at any other
      address previously furnished in writing to Trustee, the Company and the
      Guarantors by the Principal Paying Agent;

            (c)   the Company by the Trustee, the Principal Paying Agent or by
      any Holder shall be sufficient for every purpose (except as otherwise
      expressly provided herein) hereunder if in writing and mailed, first-class
      postage prepaid, to the Company addressed to it at Rua Verbo Divino, 1356,
      Sao Paulo-SP, 04719-002, Brazil, Attention: Chief Legal Officer, or at any
      other address previously furnished in writing to the Trustee, the
      Principal Paying Agent or any Holder by the Company; or

            (d)   a Guarantor by the Trustee, the Principal Paying Agent or by
      any Holder shall be sufficient for every purpose (except as otherwise
      expressly provided herein) hereunder if in writing and mailed, first-class
      postage prepaid, to such Guarantor addressed to it c/o the Company at Rua
      Verbo Divino, 1356, Sao Paulo-SP, 04719-002, Brazil,

                                       37
<PAGE>

      Attention: Chief Legal Officer, or any other address previously furnished
      in writing to the Trustee, the Principal Paying Agent or any Holder by
      such Guarantor.

            Section 1.07. Notice to Holders; Waiver.

            Where this Indenture provides for notice to Holders of any event,
such notice shall be sufficiently given (unless otherwise expressly provided
herein) if in writing and mailed, first-class postage prepaid, to each Holder
affected by such event, at the address of such Holder as it appears in the
Security Register, not later than the latest date, and not earlier than the
earliest date, prescribed for the giving of such notice. In any case where
notice to Holders is given by mail, neither the failure to mail such notice, nor
any defect in any notice so mailed, to any particular Holder shall affect the
sufficiency of such notice with respect to other Holders. Any notice when mailed
to a Holder in the aforesaid manner shall be conclusively deemed to have been
received by such Holder whether or not actually received by such Holder. Where
this Indenture provides for notice in any manner, such notice may be waived in
writing by the Person entitled to receive such notice, either before or after
the event, and such waiver shall be the equivalent of such notice. Waivers of
notice by Holders shall be filed with the Trustee, but such filing shall not be
a condition precedent to the validity of any action taken in reliance upon such
waiver.

            In case by reason of the suspension of regular mail service or by
reason of any other cause, it shall be impracticable to mail notice of any event
as required by any provision of this Indenture, then any method of giving such
notice as shall be satisfactory to the Trustee shall be deemed to be a
sufficient giving of such notice.

            Section 1.08. Effect of Headings and Table of Contents.

            The Article and Section headings herein and the Table of Contents
are for convenience only and shall not affect the construction hereof.

            Section 1.09. Successors and Assigns.

            All covenants and agreements in this Indenture by the Company and
any Guarantor shall bind their respective successors and assigns, whether so
expressed or not.

            Section 1.10. Severability Clause.

            In case any provision in this Indenture or in the Securities issued
pursuant hereto shall be invalid, illegal or unenforceable, the validity,
legality and enforceability of the remaining provisions shall not in any way be
affected or impaired thereby.

                                       38
<PAGE>

            Section 1.11. Benefits of Indenture.

            Nothing in this Indenture or in the Securities issued pursuant
hereto, express or implied, shall give to any person (other than the parties
hereto and their successors hereunder, any Paying Agent and the Holders) any
benefit or any legal or equitable right, remedy or claim under this Indenture.

            Section 1.12. GOVERNING LAW.

            THIS INDENTURE AND THE SECURITIES SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. THE TRUSTEE,
THE COMPANY, ANY GUARANTOR, ANY OTHER OBLIGOR IN RESPECT OF THE SECURITIES AND
THE HOLDERS AGREE TO SUBMIT TO THE NON-EXCLUSIVE JURISDICTION OF ANY UNITED
STATES FEDERAL OR STATE COURT LOCATED IN THE BOROUGH OF MANHATTAN, IN THE CITY
OF NEW YORK IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS
INDENTURE OR THE SECURITIES.

            Section 1.13. No Recourse Against Others.

            A director, officer, employee or stockholder, as such, of the
Company or of a Guarantor shall not have any liability for any obligations of
the Company or a Guarantor under the Securities or this Indenture or for any
claim based on, in respect of or by reason of such obligations or their
creation. Each Holder, by accepting any of the Securities, waives and releases
all such liability. Such waivers and releases are part of the consideration for
issuance of the Securities.

            Section 1.14. Independence of Covenants.

            All covenants and agreements in this Indenture shall be given
independent effect so that if a particular action or condition is not permitted
by any of such covenants, the fact that it would be permitted by an exception
to, or be otherwise within the limitations of, another covenant shall not avoid
the occurrence of a Default if such action is taken or condition exists.

            Section 1.15. Exhibits and Counterparts.

            (a)   All exhibits attached hereto are by this reference made a part
      hereof with the same effect as if herein set forth in full.

            (b)   This Indenture may be executed in any number of counterparts,
      each of which shall be an original; but such counterparts shall together
      constitute but one and the same instrument.

                                       39
<PAGE>

            Section 1.16. Duplicate Originals.

            The parties may sign any number of copies of this Indenture. Each
signed copy shall be an original, but all of them together represent the same
agreement.

            Section 1.17. Agent for Service; Submission to Jurisdiction; Waiver
of Immunities.

            By the execution and delivery of this Indenture or any amendment or
supplement hereto, each of the Company and each Guarantor, (a) acknowledges that
it has, by separate written instrument, designated and appointed [     ], as its
authorized agent, upon which process may be served in any suit, action or
proceeding with respect to, arising out of, or relating to, the Securities and
this Indenture, that may be instituted in any United States Federal or state
court in the State of New York, The City of New York, the Borough of Manhattan,
or brought under Federal or state securities laws or brought by the Trustee
(whether in its individual capacity or in its capacity as Trustee hereunder),
and acknowledges that [     ] has accepted such designation (which appointment
the Company hereby (i) acknowledges was unconditional and (ii) agrees not to
revoke), (b) submits to the non-exclusive jurisdiction of any such court in any
such suit, action or proceeding, and (c) agrees that service of process upon [
] shall be deemed in every respect effective service of process upon the Company
or any such Guarantor, as the case may be, in any such suit, action or
proceeding. The Company and each Guarantor further agree to take any and all
action, including the execution and filing of any and all such documents and
instruments as may be necessary to continue such designation and appointment of
[     ] in full force and effect so long as this Indenture shall be in full
force and effect; provided that the Company and each Guarantor may and shall (to
the extent [     ] ceases to be able to be served on the basis contemplated
herein), by written notice to the Trustee, designate such additional or
alternative agent or agents for service of process under this Section 1.17 that
(i) maintains an office located in the Borough of Manhattan, The City of New
York in the State of New York, (ii) are either (x) counsel for the Company and
the Guarantors or (y) a corporate service company which acts as agent for
service of process for other persons in the ordinary course of its business and
(iii) agrees to act as agent for service of process in accordance with this
Section 1.17. Such notice shall identify the name of such agent for process and
the address of such agent for process in the Borough of Manhattan, The City of
New York, State of New York. Upon the request of any Holder, the Trustee shall
deliver such information to such Holder. Notwithstanding the foregoing, there
shall, at all times, be at least one agent for service of process for the
Company and the Guarantors appointed and acting in accordance with this Section
1.17.

            To the extent that the Company or any Guarantor has or hereafter may
acquire any immunity from jurisdiction of any court or from any legal process
(whether through service of notice, attachment prior to judgment, attachment in
aid of execution, execution or otherwise) with respect to itself or its
property, the Company and each

                                       40
<PAGE>

Guarantor hereby irrevocably waives such immunity in respect of its obligations
under this Indenture and the Securities, to the extent permitted by law.

            Section 1.18. Currency of Account; Conversion of Currency; Foreign
Exchange Restrictions.

            (a)   Subject to the terms of Section 3.15 hereof, U.S. dollars are
the sole currency of account and payment for all sums payable by the Company and
the Guarantors under or in connection with the Securities or this Indenture,
including damages. Any amount received or recovered in a currency other than
U.S. dollars (whether as a result of, or of the enforcement of, a judgment or
order of a court of any jurisdiction, in the winding-up or dissolution of the
Company and the Guarantors or otherwise) by the Trustee or any Holder of the
Securities in respect of any sum expressed to be due to it from the Company and
the Guarantors shall only constitute a discharge to the Company and the
Guarantors to the extent of the dollar amount which the recipient is able to
purchase with the amount so received or recovered in that other currency on the
date of that receipt or recovery (or, if it is not practicable to make that
purchase on that date, on the first date on which it is practicable to do so).
Unless the relevant Holder has elected to receive payment, in whole or in part,
in Brazil in the lawful currency of Brazil following the occurrence of a Dollar
Constraint in accordance with Section 3.15, if that dollar amount is less than
the dollar amount expressed to be due to the recipient under the Securities, the
Company and the Guarantors shall, jointly and severally, indemnify it against
any loss sustained by it as a result as set forth in this Section 1.18. In any
event, the Company and the Guarantors shall, jointly and severally, indemnify
the recipient against the cost of making any such purchase. For the purposes of
this Section 1.18, it will be sufficient for the Trustee or the Holder of a
Security to certify in a satisfactory manner (indicating sources of information
used) that it would have suffered a loss had an actual purchase of dollars been
made with the amount so received in that other currency on the date of receipt
or recovery (or, if a purchase of dollars on such date had not been practicable,
on the first date on which it would have been practicable, it being required
that the need for a change of date be certified in the manner mentioned above).
The indemnities set forth in this Section 1.18 constitute separate and
independent obligations from other obligations of the Company and the
Guarantors, shall give rise to a separate and independent cause of action, shall
apply irrespective of any indulgence granted by any Holder of the Securities and
shall continue in full force and effect despite any other judgment, order, claim
or proof for a liquidated amount in respect of any sum due under the Securities.

            (b)   Subject to the terms of Section 3.15, the Company and each
Guarantor covenants and agrees that the following provisions shall apply to
conversion of currency in the case of the Securities and this Indenture:

                  (i)   (A) If for the purpose of obtaining judgment in, or
            enforcing the judgment of, any court in any country, it becomes
            necessary

                                       41
<PAGE>

            to convert into a currency (the "judgment currency") an amount due
            in any other currency (the "Base Currency"), then the conversion
            shall be made at the rate of exchange prevailing on the Business Day
            before the day on which the judgment is given or the order of
            enforcement is made, as the case may be (unless a court shall
            otherwise determine).

                        (B)   If there is a change in the rate of exchange
                  prevailing between the Business Day before the day on which
                  the judgment is given or an order of enforcement is made, as
                  the case may be (or such other date as a court shall
                  determine), and the date of receipt of the amount due, the
                  Company or the relevant Guarantor, as the case may be, will
                  pay such additional (or, as the case may be, such lesser)
                  amount, if any, as may be necessary so that the amount paid in
                  the judgment currency when converted at the rate of exchange
                  prevailing on the date of receipt will produce the amount in
                  the Base Currency originally due.

                  (ii)  In the event of the winding-up of the Company or any
            Guarantor at any time while any amount or damages owing under the
            Securities and this Indenture, or any judgment or order rendered in
            respect thereof, shall remain outstanding, the Company or the
            relevant Guarantor, as the case may be, shall indemnify and hold the
            Holders and the Trustee harmless against any deficiency arising or
            resulting from any variation in rates of exchange between (1) the
            date as of which the U.S. Dollar Equivalent of the amount due or
            contingently due under the Securities and this Indenture (other than
            under this Subsection (b)(ii)) is calculated for the purposes of
            such winding-up and (2) the final date for the filing of proofs of
            claim in such winding-up. For the purpose of this Subsection
            (b)(ii), the final date for the filing of proofs of claim in the
            winding-up of the Company or the relevant Guarantor, as the case may
            be, shall be the date fixed by the liquidator or otherwise in
            accordance with the relevant provisions of applicable law as being
            the latest practicable date as at which liabilities of the Company
            or the relevant Guarantor, as the case may be, may be ascertained
            for such winding-up prior to payment by the liquidator or otherwise
            in respect thereto.

                  (iii) The obligations contained in Subsections (a), (b)(i)(B),
            and (b)(ii) of this Section 1.18 shall constitute separate and
            independent obligations from the other Indenture Obligations of the
            Company and the Guarantors, shall give rise to separate and
            independent causes of action against the Company and each Guarantor,
            shall apply irrespective of any waiver or extension granted by any
            Holder or the Trustee or either of them from time to time and shall
            continue in full force and effect

                                       42
<PAGE>
            notwithstanding any judgment or order or the filing of any proof of
            claim in the winding-up of the Company or any Guarantor for a
            liquidated sum in respect of amounts due hereunder (other than under
            Subsection (b)(ii) above) or under any such judgment or order. Any
            such deficiency as aforesaid shall be deemed to constitute a loss
            suffered by the Holders or the Trustee, as the case may be, and no
            proof or evidence of any actual loss shall be required by the
            Company or the relevant Guarantor or the liquidator or otherwise or
            any of them. In the case of Subsection (b)(ii) above, the amount of
            such deficiency shall not be deemed to be reduced by any variation
            in rates of exchange occurring between the said final date and the
            date of any liquidating distribution.

                  (iv)  The term "rate(s) of exchange" shall mean the rate of
            exchange quoted by Reuters at 10:00 a.m. (New York time) for spot
            purchases of the Base Currency with the judgment currency other than
            the Base Currency referred to in Subsections (b)(i) and (b)(ii)
            above and includes any premiums and costs of exchange payable.

            (c)   In the event that on any payment date in respect of the
Securities, there exists any restrictions of access to the Brazilian foreign
exchange market that does not constitute a Dollar Constraint, the Company and
each Guarantor agree to pay all amounts payable under the Securities in the
currency of the Securities by means of any legal procedure existing in Brazil
(except commencing legal proceedings against the Central Bank of Brazil), on any
due date for payment under the Securities, for the purchase of the currency of
such Securities. All costs and taxes payable in connection with the procedures
referred to in this Section 1.18 shall be borne by the Company and the
Guarantors.

            Section 1.19. Representations and Warranties in Common Terms
Agreement.

            The Company, Net and the Restricted Subsidiaries hereby repeat for
the benefit of the Holders each of the representations and warranties made by
the Company, Net and the Restricted Subsidiaries in the Common Terms Agreement.

            Section 1.20. Trust Indenture Act.

            Although this Indenture is not, and is not expected to be, qualified
under the Trust Indenture Act, provisions of this Indenture that refer to the
Trust Indenture Act, other than the provisions of Article Ten of this Indenture,
shall be interpreted as through this Indenture were qualified under the Trust
Indenture Act. If any provision of this Indenture limits, qualifies or conflicts
with another provision hereof which is required or deemed to be included in this
Indenture by, or is otherwise governed by, any of the provisions of the Trust
Indenture Act, such other provision shall control; and if any

                                       43
<PAGE>

provision hereof otherwise conflicts with the Trust Indenture Act, the Trust
Indenture Act shall control unless otherwise provided herein.

                                   ARTICLE TWO

                                 SECURITY FORMS

            Section 2.01. Forms Generally.

            The Securities and the Trustee's certificate of authentication with
respect thereto shall be in substantially the form set forth, or referenced, in
this Article, with such appropriate insertions, omissions, substitutions and
other variations as are required or permitted by this Indenture and may have
such letters, numbers or other marks of identification and such legends or
endorsements placed thereon as may be required to comply with any applicable law
or with the rules of the Depository, any clearing agency or any securities
exchange or as may, consistently herewith, be determined by the officers
executing such Securities, as evidenced by their execution thereof.

            The definitive Securities shall be printed, typewritten,
lithographed or engraved or produced by any combination of these methods or may
be produced in any other manner permitted by the rules of any securities
exchange on which the Securities may be listed, all as determined by the
officers executing such Securities, as evidenced by their execution of such
Securities.

            Section 2.02. Form of Face of Securities.

            The form of the face of the Securities shall be substantially as
follows:

            THE SECURITIES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE OR OTHER
SECURITIES LAWS. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN
MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE
DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS THE TRANSACTION IS
EXEMPT FROM, OR NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES
ACT. THE HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF (1) REPRESENTS THAT IT
IS (A) A "QUALIFIED INSTITUTIONAL BUYER" (AS DEFINED IN RULE 144A UNDER THE
SECURITIES ACT) OR (B) IT IS NOT A U.S. PERSON AND IS ACQUIRING THIS SECURITY IN
AN "OFFSHORE TRANSACTION" PURSUANT TO RULE 903 OF REGULATION S, (2) AGREES THAT
IT WILL NOT, PRIOR TO (X) THE DATE WHICH IS THREE YEARS (OR SUCH SHORTER PERIOD
OF TIME AS PERMITTED BY RULE 144(k) UNDER THE ACT OR ANY SUCCESSOR PROVISION
THEREUNDER) AFTER THE

                                       44
<PAGE>

LATER OF THE ORIGINAL ISSUE DATE HEREOF (OR ANY PREDECESSOR OF THIS SECURITY) OR
THE LAST DATE ON WHICH THE COMPANY OR ANY AFFILIATE OF THE COMPANY WAS THE OWNER
OF THIS SECURITY OR ANY PREDECESSOR OF THIS SECURITY AND (Y) SUCH LATER DATE, IF
ANY, AS MAY BE REQUIRED BY APPLICABLE LAWS (THE "RESALE RESTRICTION TERMINATION
DATE"), OFFER, SELL OR OTHERWISE TRANSFER THIS SECURITY EXCEPT (A) TO THE ISSUER
OR ANY SUBSIDIARY THEREOF, (B) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS
BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (C) TO A PERSON IT REASONABLY
BELIEVES IS A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A UNDER THE
SECURITIES ACT THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A
QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING
MADE IN RELIANCE ON RULE 144A, (D) PURSUANT TO OFFERS AND SALES TO NON-U.S.
PERSONS THAT OCCUR OUTSIDE THE UNTIED STATES WITHIN THE MEANING OF REGULATION S
UNDER THE SECURITIES ACT, PURSUANT TO RULE 903 OR RULE 904 OF REGULATION S, OR
(E) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS
OF THE SECURITIES ACT AND (3) AGREES THAT IT WILL GIVE TO EACH PERSON TO WHOM
THIS SECURITY IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS
LEGEND. THIS LEGEND WILL BE REMOVED UPON THE REQUEST OF THE HOLDER AFTER THE
RESALE RESTRICTION TERMINATION DATE. AS USED HEREIN, THE TERMS "OFFSHORE
TRANSACTION," "UNITED STATES" AND "U.S. PERSON" HAVE THE RESPECTIVE MEANINGS
GIVEN TO THEM BY REGULATION S UNDER THE SECURITIES ACT.

                           NET SUL COMUNICACOES LTDA.

                      [7.0% SENIOR SECURED NOTES DUE 2009]

                 [SENIOR SECURED FLOATING RATE NOTES DUE 2009]

            PRINCIPAL IN RESPECT OF THIS SECURITY IS PREPAYABLE AS SET FORTH
HEREIN AND IN THE INDENTURE. ACCORDINGLY, THE UNPAID PRINCIPAL AMOUNT OF THE
INDEBTEDNESS EVIDENCED HEREBY MAY AT ANY TIME BE LESS THAN THE ORIGINAL
PRINCIPAL AMOUNT SET FORTH HEREIN. THE HOLDER HEREOF, BY ITS ACCEPTANCE OF THIS
SECURITY, APPOINTS AND AUTHORIZES THE TRUSTEE TO EXECUTE AND DELIVER THE
INTERCREDITOR AGREEMENT ON BEHALF OF SUCH HOLDER, AND AGREES TO BE BOUND BY THE
PROVISIONS OF THE INTERCREDITOR

                                       45
<PAGE>

AGREEMENT, INCLUDING, WITHOUT LIMITATION, ARTICLE FOUR THEREOF.

CUSIP No. _____________

No. ____________                                              U.S.$____________

            NET SUL COMUNICACAO LTDA., a sociedade limitada organized under the
laws of the Federative Republic of Brazil (herein called the "Company," which
term includes any successor corporation under the Indenture hereinafter referred
to), for value received, hereby promises to pay to _______________ or registered
assigns the principal sum of _______________ in accordance with the principal
repayment schedule described below.

            Payments with respect to 70% of the original principal amount of
this Security shall be payable in cash on the dates and in the amounts specified
in the following table:

<TABLE>
<CAPTION>
                           PERCENTAGE OF INITIAL
   PAYMENT DATE              PRINCIPAL AMOUNT
   ------------            ---------------------
<S>                        <C>
  March 15, 2006                 1.25%
   June 15, 2006                 1.25%
September 15, 2006               1.25%
 December 15, 2006               1.25%
  March 15, 2007                 3.75%
   June 15, 2007                 3.75%
September 15, 2007               3.75%
 December 15, 2007               3.75%
  March 15, 2008                 6.25%
   June 15, 2008                 6.25%
September 15, 2008               6.25%
 December 15, 2008               6.25%
  March 15, 2009                 6.25%
   June 15, 2009                 6.25%
September 15, 2009               6.25%
 December 15, 2009               6.25%
</TABLE>

            The percentage of the principal payments specified in the table
immediately above will be based upon the aggregate principal amount of
Securities outstanding on the Issue Date (the "Initial Principal Amount").

            Principal payments shall be made ratably based upon the principal
amount of the Securities outstanding on the applicable Payment Date.

            Payments with respect to the remaining 30% of the Initial Principal
Amount of this Security shall be payable in cash on the dates and in the amounts

                                       46
<PAGE>

specified in Column A of the table below. However, if, with respect to an
original principal payment date specified in Column A of the table below (an
"Original Payment Date"), either (a) the CDI Amount on the last day of the
preceding fiscal quarter or (b) the average daily Exchange Rate during the
second calendar week prior to the calendar week in which the applicable Original
Payment Date occurs is equal to or greater than the corresponding threshold
amounts specified in Column B of the table, then the applicable payment of
principal specified in Column A shall not be due and payable on the Original
Payment Date and, instead, shall be due and payable on the alternative payment
date specified in Column C of the table below.

<TABLE>
<CAPTION>
                                                    (B) CONDITIONS
                                      ---------------------------------------------
% OF INITIAL
 PRINCIPAL       (A) ORIGINAL                                             EXCHANGE     (C) ALTERNATIVE
  AMOUNT         PAYMENT DATE                 CDI AMOUNT                    RATE         PAYMENT DATE
------------     ------------                 ----------                  --------     ----------------
<S>            <C>                    <C>                              <C>             <C>
  1.25%          March 15, 2006        1.417 at December 31, 2005      R$4.00/U.S.$      March 15, 2010
  1.25%          June 15, 2006          1.479 at March 31, 2006        R$4.00/U.S.$      March 15, 2010
  1.25%        September 15, 2006        1.543 at June 30, 2006        R$4.50/U.S.$      March 15, 2010
  1.25%        December 15, 2006      1.610 at September 30, 2006      RS4.50/U.S.$      March 15, 2010
  2.50%          March 15, 2007        1.680 at December 31, 2006      R$4.50/U.S.$      March 15, 2010
  2.50%          June 15, 2007          1.767 at March 31, 2007        R$4.50/U.S.$      June 15, 2010
  2.50%        September 15, 2007        1.859 at June 30, 2007        R$4.50/U.S.$      June 15, 2010
  2.50%        December 15, 2007      1.955 at September 30, 2007      R$4.50/U.S.$      June 15, 2010
  2.50%          March 15, 2008        2.057 at December 31, 2007      R$4.70/U.S.$    September 15, 2010
  2.50%          June 15, 2008          2.164 at March 31, 2008        R$4.70/U.S.$    September 15, 2010
  2.50%        September 15, 2008        2.277 at June 30, 2008        R$4.70/U.S.$    September 15, 2010
  2.50%        December 15, 2008      2.396 at September 30, 2008      R$4.70/U.S.$    December 15, 2010
  1.25%          March 15, 2009        2.521 at December 31, 2008      R$4.90/U.S.$    December 15, 2010
  1.25%          June 15, 2009          2.674 at March 31, 2009        R$4.90/U.S.$    December 15, 2010
  1.25%        September 15, 2009        2.835 at June 30, 2009        R$4.90/U.S.$    December 15, 2010
  1.25%        December 15, 2009      3.007 at September 30, 2009      R$4.90/U.S.$    December 15, 2010
</TABLE>

            The percentage of the principal payments specified in the table
immediately above shall be based upon the Initial Principal Amount. Principal
payments shall be made ratably based upon the principal amount of the Securities
outstanding on the applicable Payment Date. Such payments shall be made to the
Holders of record of this Security as of the close of business on the
immediately preceding March 1, June 1, September 1 and December 1 (each, a
"Principal Record Date").

            This Security shall bear interest at a rate per annum equal to [7%]
[LIBOR plus 3%] [NOTE: DELETE AS APPLICABLE], payable quarterly in arrears on
each March 15, June 15, September 15 and December 15, commencing on [ ].

            Interest payments shall be made to the Holders of record of this
Security as of the close of business on the immediately preceding March 1, June
1, September 1 and December 1 (each, an "Interest Record Date", and each
Interest Record Date and each Principal Record Date, a "Regular Record Date").
Interest on this Security shall accrue from the Issue Date, or, if interest has
already been paid, from the date it was most

                                       47
<PAGE>

recently paid. Interest on this Security shall be computed on the basis of a
360-day year of twelve 30-day months. Interest on overdue principal payments on
this Security and, to the extent permitted by law, overdue installments of
interest and any other overdue amounts owing in respect of this Security shall
accrue at a rate per annum equal to 1% plus the rate of interest borne by this
Security and be computed on the basis of a 365- or 366-day year, as the case may
be, and the number of days actually elapsed.

            All payments in respect of this Security are subject to deferral
pursuant to the provisions of Sections 3.14 and 3.15 of the Indenture.

            If this Security is a Global Security, all payments in respect of
this Security shall be made to the Depository or its nominee in immediately
available funds in accordance with customary procedures established from time to
time by the Depository; provided that any such payment shall be made without the
necessity for the presentation or surrender of this Security or the making of
any notation thereon. If this Security is a Global Security and a Restricted
Security, reference is made to the restrictions on ownership of beneficial
interests herein contained in the Indenture. If this Security is not a Global
Security, payment of the principal of and interest on this Security shall be
made at the office or agency of the Company maintained for that purpose in The
City of New York, or at such other office or agency of the Company as may be
maintained for such purpose, in such coin or currency of the United States of
America (subject to the terms of Section 3.15 of the Indenture) as at the time
of payment is legal tender for payment of public and private debts; provided,
however, that any such payment may be made without requiring that this Security
be submitted for notation of payment, and provided, further, that payment of
interest may be made at the option of the Company by check mailed to the address
of the Person entitled thereto as such address shall appear on the Security
Register.

            Without limiting the foregoing, any reduction in the principal
amount of this Security effected by any payments made on any Payment Date shall
be binding upon all future registered Holders of this Security and of any
Security issued upon the registration of transfer hereof or in exchange hereof
or in lieu hereof, whether or not noted hereon.

            Reference is hereby made to the further provisions of this Security
set forth on the reverse hereof.

            Unless the certificate of authentication hereon has been duly
executed by the Trustee referred to on the reverse hereof by manual signature,
this Security shall not be entitled to any benefit under the Indenture, or be
valid or obligatory for any purpose.

                                       48
<PAGE>

            IN WITNESS WHEREOF, the Company has caused this instrument to be
duly executed.

            Dated:

                                           NET SUL COMUNICACOES LTDA.

                                           By: _________________________________
                                               Name:
                                               Title:

                                           By: _________________________________
                                               Name:
                                               Title:

            Section 2.03. Form of Reverse of Security.

            The form of the reverse of the Securities shall be substantially as
follows:

            1.    Indenture. This Security is one of a duly authorized issue of
Securities of the Company designated as its [7.0% Senior Secured Notes due 2009]
[Senior Secured Floating Rate Notes due 2009] [NOTE: DELETE AS APPLICABLE]
(herein called the "Securities"), limited (except as otherwise provided in the
Indenture referred to below) in aggregate principal amount to U.S.$76,593,068,
which may be issued under an indenture (herein called the "Indenture") dated as
of [     ], between the Company, the guarantors named therein (the "Guarantors")
and The Bank of New York, as trustee (herein called the "Trustee," which term
includes any successor Trustee under the Indenture), to which Indenture and all
indentures supplemental thereto reference is hereby made for a statement of the
respective rights, limitations of rights, duties, obligations and immunities
thereunder of the Company, the Trustee, the Guarantors and the Holders of the
Securities, and of the terms upon which the Securities are, and are to be,
authenticated and delivered.

            All capitalized terms used in this Security which are defined in the
Indenture and not otherwise defined herein shall have the meanings assigned to
them in the Indenture.

            No reference herein to the Indenture and no provisions of this
Security or of the Indenture shall alter or impair the obligation of the Company
or any Guarantor, which is absolute and unconditional, to pay the principal of
and interest on this Security

                                       49
<PAGE>

(including any Additional Amounts payable in respect thereof) at the times,
place, and rate, and in the coin or currency, herein prescribed.

            2.    Guarantees. This Security is initially entitled to the
benefits of certain Guarantees made for the benefit of the Holders. Reference is
hereby made to the Indenture for a statement of the respective rights,
limitations of rights, duties and obligations thereunder of the Guarantors, the
Trustee and the Holders.

            3.    Optional Prepayment. The Company, or any Person designated by
the Company, may prepay Securities at any time in an aggregate principal amount
of not less than U.S.$1,000,000 or integral multiples of U.S.$500,000 in excess
thereof, plus accrued and unpaid interest thereon to the date fixed for
prepayment.

            4.    Mandatory Prepayment.

            (a)   Excess Cash Flow. On June 15, 2006, and on June 15 of each
following year, the Company shall prepay Securities in a principal amount equal
to the product of (i) the Prepayment Percentage multiplied by (ii) the Excess
Cash Flow Prepayment Amount for the preceding fiscal year, if any. On each such
date on which such a prepayment is to be made, the Company shall provide the
Trustee with a notice of prepayment of Securities setting forth the amount of
such prepayment.

            (b)   Senior Secured Indebtedness. No fewer than five Business Days
prior to the voluntary prepayment of, voluntary redemption of, voluntary
repurchase of, or voluntary purchase of a participation in, any Senior Secured
Indebtedness (other than the Securities), the Company shall provide the Trustee
with a notice of prepayment of Securities in a principal amount equal to the
product of (i) the Prior Prepayment Percentage multiplied by (ii) the principal
amount of such prepayment, redemption, repurchase, or purchase of a
participation.

            (c)   Additional Indebtedness. Within five Business Days after the
Incurrence of additional Indebtedness (other than Permitted Indebtedness, except
for Refinancing Indebtedness the first time that it is Incurred in respect of
Senior Secured Indebtedness), the Company shall provide the Trustee with a
notice of prepayment of Securities in a principal amount equal to the product of
(i) 80% multiplied by (ii) the product of (A) the Prepayment Percentage
multiplied by (B) the Net Cash Proceeds of such Indebtedness Incurred or issued
by Net, the Company or any other Restricted Subsidiary.

            (d)   Equity Issuances. Within five Business Days after the receipt
of the payment therefor, if the average price per share received by Net for the
sale of Equity Interests of Net issued to consummate the Restructuring (the
"Closing Equity Issuance") exceeds R$0.35, the Company shall provide the Trustee
with a notice of prepayment of

                                       50
<PAGE>

Securities in a principal amount equal to the product of (i) the Prepayment
Percentage multiplied by (ii) the Excess Proceeds of the Closing Equity
Issuance.

            Within five Business Days after the occurrence of the issuance of
Equity Interests of Net (other than the Closing Equity Issuance) by Net, the
Company shall provide the Trustee with a notice of prepayment of Securities in a
principal amount equal to the product of (i) 70% multiplied by (ii) the
Prepayment Percentage of the Net Cash Proceeds of the sale of such Equity
Interests of Net by Net (other than the Closing Equity Issuance). If, on the
date immediately preceding an Equity Issuance, the cash and Cash Equivalents of
Net, the Company and the other Restricted Subsidiaries on such date is less than
the Minimum Cash Balance, the Net Cash Proceeds of such Equity Issuance shall be
deemed to be reduced by the difference between the Minimum Cash Balance and the
cash and Cash Equivalents of Net, the Company and the other Restricted
Subsidiaries on such date.

            (i)   Asset Sales. Within 60 days after the date of an Asset Sale
      permitted pursuant to Section 10.27, the Company shall deliver to the
      Trustee a notice of prepayment of securities in a principal amount equal
      to the product of:

                  (A)   the Prepayment Percentage multiplied by

                  (B)   the lesser of:

                        (1)   80% of the Net Cash Proceeds of such Asset Sale;
            and

                        (2)   the greater of:

                                    (I)   50% of such Net Cash Proceeds; and

                                    (II)  such Net Cash Proceeds minus any
                                          portion thereof that shall have been
                                          applied to make Capital Expenditures.

            5.    Notice of Prepayments; Application of Prepayment Amounts. Any
written notice of a prepayment from the Company to the Trustee shall specify the
date of such prepayment to Holders, but in no event shall the date of such
prepayment (other than the date of any prepayment to be made in accordance with
Section 4(a) above) be less than five Business Days or more than 30 Business
Days after such prepayment notice has been delivered to the Trustee. The
prepayment amount specified in any written notice of prepayment shall become due
and payable on the date specified in such notice. Prepayments shall be applied
first to the last scheduled principal repayment of the Securities. From and
after any Prepayment Date, interest shall cease to accrue on the aggregate
principal amount of the Securities prepaid on such Prepayment Date. All

                                       51
<PAGE>

payments in respect of the Securities are subject to deferral pursuant to the
provisions of Sections 3.14 and 3.15 of the Indenture.

            6.    Defaults and Remedies. Events of Default under the Indenture
include, among others: (a) subject to the terms of Sections 3.14 and 3.15
thereof, which may excuse the failure to make a payment, default in the payment
of principal of any Security when due (whether at maturity, on any payment date,
upon prepayment in connection with a mandatory prepayment, or otherwise); (b)
subject to the terms of Sections 3.14 and 3.15, default for 30 days or more in
the payment when due of interest on any Security; (c) any failure by Net, the
Company or any other Restricted Subsidiary to comply for 30 days after notice
with any of its obligations under certain negative covenants; (d) failure by
Net, the Company or any other Restricted Subsidiary to perform or comply with
any other covenants or agreements of Net, the Company or any other Restricted
Subsidiary under the Indenture or Securities and such default continues
unremedied for 45 days after Net or the applicable Restricted Subsidiary has
actual knowledge or the Trustee has given written notice thereof to the Company;
(e) failure by Net, the Company or any other Restricted Subsidiary to pay any
principal, premium or interest on any Debt Instrument (other than under the
Indenture and the Securities issued thereunder, including this Security) when
the same becomes due and payable or if any other event shall occur or condition
exist under any Debt Instrument (other than under the Indenture and the
Securities issued thereunder, including this Security), if the effect of such
event or condition, after the lapse or expiration of any grace period applicable
thereto, is to accelerate, or to permit the acceleration of, the maturity of the
Indebtedness evidenced by such Debt Instrument and such grace period has lapsed
or expired, or any such Indebtedness shall be declared due and payable prior to
its stated maturity; (f) failure by Net, the Company or any other Restricted
Subsidiary to pay any principal of, premium or interest on or any other amount
payable in respect of Indebtedness (other than Indebtedness evidenced by the
Securities issued pursuant to the Indenture, including this Security), or if any
other event shall occur or condition exist under any Indebtedness (other than
Indebtedness evidenced by the Securities issued pursuant to the Indenture,
including this Security), if the effect of such event or condition, after the
lapse or expiration of any grace period or cure period applicable thereto, is to
accelerate, or to permit the acceleration of, the maturity of the Indebtedness
evidenced thereby, and such grace period or cure has lapsed or expired, or any
such Indebtedness shall be declared due and payable prior to its stated
maturity, provided, in each case, that the aggregate principal amount of such
indebtedness exceeds R$30 million (as such amount is increased annually by the
IGP-M Adjustment, beginning January 1, 2004), or its equivalent in another
currency or currencies (calculated, in the case of Indebtedness denominated in
dollars, using the Exchange Rate in effect on the date of occurrence of such
failure or other event); (g) the entry of judgments for the payment of money
against Net, the Company and/or any other Restricted Subsidiaries either
individually or in the aggregate exceeding R$30 million (as such amount is
increased annually by the IGP-M Adjustment, beginning January 1, 2004), or its
equivalent in another currency or

                                       52
<PAGE>

currencies (calculated, in the case of any judgment denominated in dollars,
using the Exchange Rate in effect on the date of the entry of such judgment),
which is not discharged, or bonded or insured by a third Person and with respect
to which a period of 30 consecutive days has passed during which a stay of
enforcement, by reason of a pending appeal or right of appeal, the posting of a
guarantee or bond or otherwise, has not been in effect; (h) any bankruptcy,
concordata, intervencao, insolvency or similar proceeding instituted by or
against Net, the Company or any other Restricted Subsidiaries that is not fully
secured by a deposito elisivo; (i) all or a substantial part of the assets of
Net, the Company and the other Restricted Subsidiaries, taken as a whole, are
condemned, seized, expropriated, nationalized or otherwise appropriated, or
custody of such assets is assumed by any Brazilian governmental authority or
court or other Person acting under the authority of the Brazilian government and
such default is not remedied within 60 days after it occurs; (j) any Guarantee
of the Securities by a Guarantor ceases to be in full force and effect or is
declared null and void or any Guarantor fails to comply with its obligations
under such Guarantee or denies that it has any further liability under such
Guarantee or gives notice to that effect (other than by reason of the
termination of the Indenture or the release of any Guarantor from its Guarantee
of the Securities in accordance with the Indenture); (k) Net, the Company or any
other Restricted Subsidiary defaults in its obligations under the Security
Documents pursuant to their respective terms and such default remains unremedied
after the expiration of any grace period specified therein; (l) either (i) any
Transaction Document, or any part of a Transaction Document, ceases to be in
full force and effect or binding and enforceable against Net, the Company or any
other Restricted Subsidiary or admissible in evidence in the courts of Brazil,
or it becomes unlawful for Net, the Company or any other Restricted Subsidiary
to perform its obligations under any of the Transaction Documents to which it is
a party or (ii) Net, the Company or any other Restricted Subsidiary contests the
enforceability of any of the Transaction Documents or denies that it has
liability under the Transaction Documents to which it is a party; (m) subject to
the terms of Section 3.15, which may permit the Company to make a payment in
reais or to defer payment, any inability of Net, the Company or any other
Restricted Subsidiaries to receive or remit U.S. Dollars necessary to pay
obligations under the Securities or the Indenture which results from (i) any
law, regulation, directive, communication or action imposed, issued or taken by
the government of Brazil, the Central Bank of Brazil or any competent
governmental authority in Brazil imposing foreign exchange restrictions, (ii)
any declaration of a banking moratorium or suspension of payments by banks in
Brazil or (iii) any war, civil strife or other similar events or escalation
thereof in which Brazil is involved, which, in any case, will have the effect of
prohibiting, preventing or delaying the payments in U.S. Dollars to the Holders
(any such event or occurrence, a "Dollar Constraint"); (n) a Change of Control;
and (o) any representation or warranty made by Net or any other Restricted
Subsidiary in the Intercreditor Agreement or the Common Terms Agreement shall
prove to have been incorrect in any material respect when made.

                                       53
<PAGE>

            Notwithstanding the foregoing, no default, event of default, or
judgments under or relating to Nonparticipating Debt shall constitute an Event
of Default.

            If an Event of Default occurs and is continuing, the Trustee shall,
upon the request of Holders holding not less than a majority in principal amount
of the Securities then outstanding, by written notice to the Company, declare
the principal amount of all of the Securities and all accrued and unpaid
interest thereon immediately due and payable; provided that, if an Event of
Default under Sections 5.01(i), (j), (k) or (l) occurs and is continuing, then,
and in each and every such case, the principal amount of all of the Securities
and all accrued and unpaid interest on the Securities shall, without any notice
to the Company or any other act by the Trustee or any Holder, be accelerated and
immediately due and payable. Upon any such declaration of acceleration, the
principal of the Securities accelerated and the interest accrued and unpaid on
the Securities and all other amounts payable with respect to the Securities
shall be immediately due and payable. If the Event of Default or Events of
Default giving rise to such declaration of acceleration is cured following such
declaration, the declaration may be rescinded by Holders holding a majority in
principal amount of the outstanding Securities.

            Holders holding at least a majority of the aggregate principal
amount of the outstanding Securities may direct the time, method and place of
conducting any proceeding for any remedy available to the Trustee or exercising
any trust or power conferred on the Trustee. However, the Trustee may refuse to
follow any direction (a) that conflicts with law or the Indenture, (b) that the
Trustee determines in good faith may involve the Trustee in personal liability,
(c) in respect of which the Trustee reasonably believes it will not be
adequately indemnified against the costs, expenses or liabilities which might be
incurred or (d) that may be unduly prejudicial to the rights of Holders not
taking part in the direction; and the Trustee may take any other action it deems
proper that is not inconsistent with any direction received from Holders.

            7.    Defeasance. The Indenture contains provisions (which
provisions apply to this Security) for defeasance at any time of the entire
indebtedness of the Company and the Guarantors on this Security upon compliance
by the Company with certain conditions set forth therein.

            8.    Amendments and Waivers. At any time, the Company, the
Guarantors and the Trustee may, without the consent of the Holders, amend, waive
or supplement the Indenture or this Security for certain specified purposes,
including, among other things, (a) providing for the succession of another
Person to the Company or the Guarantor in compliance with the terms of the
Indenture and the assumption of any such Person to the covenants of the Company
or such Guarantor, (b) adding to the covenants of the Company and its
subsidiaries or surrendering rights of the Company and the Guarantors, curing
ambiguities, defects or inconsistencies, (c) providing for the assumption of the
Company's obligations to Holders in the case of a merger or consolidation, (d)
adding Guarantors with respect to the Securities, (e) providing for the

                                       54
<PAGE>

appointment of a successor Trustee, and (f) providing security interests to
secure the Securities. Other amendments and modifications of the Indenture or
the Securities may be made by the Company, the Guarantors and the Trustee with
the consent of the Holders of not less than a majority of the aggregate
principal amount of the Outstanding Securities, subject to certain exceptions
requiring the consent of the Holders of the particular Securities to be affected
or the holders of other Senior Secured Indebtedness. Any such consent or waiver
by or on behalf of the Holder of this Security shall be conclusive and binding
upon such Holder and upon all future Holders of this Security and of any
Security issued upon the registration of transfer hereof or in exchange herefor
or in lieu hereof whether or not notation of such consent or waiver is made upon
this Security.

            9.    Denominations, Transfer and Exchange; Restrictions on
Transfer. The Securities are issuable only in registered form without coupons in
denominations of U.S.$1.00 and any integral multiple thereof. As provided in the
Indenture and subject to certain limitations therein set forth, the Securities
are exchangeable for a like aggregate principal amount of Securities of a
different authorized denomination, as requested by the Holder surrendering the
same.

            If this Security is in certificated form, then as provided in the
Indenture and subject to certain limitations therein set forth, the transfer of
this Security is registrable on the Security Register of the Company, upon
surrender of this Security for registration of transfer at the office or agency
of the Company maintained for such purpose in The City of New York or at such
other office or agency of the Company as may be maintained for such purpose,
duly endorsed by, or accompanied by a written instrument of transfer in form
satisfactory to the Company and the Security Registrar duly executed by, the
Holder hereof or his attorney duly authorized in writing, and thereupon one or
more new Securities, of authorized denominations and for the same aggregate
principal amount, will be issued to the designated transferee or transferees.

            If this Security is a Restricted Security in certificated form, any
Holder that is a Qualified Institutional Buyer may exchange this Security for a
book-entry security in accordance with Section 3.04 of the Indenture.

            If this Security is a Global Security, it is exchangeable for
Securities in certificated form if (a) the Depository notifies the Company that
it is unwilling or unable to continue as depository or the Depository ceases to
be a "clearing agency" registered under the Exchange Act and, in each case, a
successor Depository is not appointed by the Company within 90 days of such
notice or such cessation, as the case may be, or (b) there shall have occurred
and be continuing an Event of Default with respect to any Securities represented
by the Global Security and Holders who hold more than a majority in aggregate
principal amount of the Securities at the time outstanding represented by the
Global Security advise the Trustee through the Depository in writing that the
continuation of a book-entry system through the Depository (or a successor
thereto) with respect to the Global Security is no longer required and the
Security Registrar has received a request

                                       55
<PAGE>

from the Depository to issue certificated Securities. In any such instance, an
owner of a beneficial interest in a Global Security shall be entitled to
physical delivery in certificated form of Securities in authorized denominations
equal in principal amount to such beneficial interest and to have such
Securities registered in its name.

            No service charge shall be made for any registration of transfer or
exchange or redemption of Securities, but the Company may require payment of a
sum sufficient to cover any tax or other governmental charge payable in
connection therewith.

            10.   Persons Deemed Owners. Prior to and at the time of due
presentment of this Security for registration of transfer, the Company, the
Trustee and any agent of the Company or the Trustee may treat the person in
whose name this Security is registered as the owner hereof for all purposes,
whether or not this Security shall be overdue, and neither the Company, the
Trustee nor any agent shall be affected by notice to the contrary.

            11.   GOVERNING LAW. THE INDENTURE AND THIS SECURITY SHALL BE
GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW
YORK. THE TRUSTEE, THE COMPANY, ANY GUARANTOR, ANY OTHER OBLIGOR IN RESPECT OF
THE SECURITIES AND THE HOLDERS SUBMIT TO THE NON-EXCLUSIVE JURISDICTION OF ANY
UNITED STATES FEDERAL OR STATE COURT LOCATED IN THE CITY OF NEW YORK IN ANY
ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THE INDENTURE OR THIS
SECURITY.

            12.   Paying Agents and Security Registrar. Initially, The Bank of
New York (the "Trustee") will act as co-Paying Agent and Security Registrar.
Initially, The Bank of Tokyo-Mitsubishi, Ltd., will act as Principal Paying
Agent. The Company may change any Paying Agent, Security Registrar or
co-Registrar. Upon such change, the Company shall give written notice thereof to
the Trustee and the Holders. Neither the Company nor any of its Affiliates may
act as Security Registrar or co-Registrar. The Company may, subject to Section
3.07 and Section 10.03 of the Indenture, act as Paying Agent.

            13.   Additional Amounts. The Company will pay to the Holders of
Securities such Additional Amounts as may become payable under Section 10.12 of
the Indenture.

            14.   Conversion of Currency. Unless otherwise provided for with
respect to a Dollar Constraint under Section 3.15 of the Indenture, (a) U.S.
Dollars are the sole currency of account and payment for all sums payable by the
Company and the Guarantors under or in connection with the Securities, including
damages and (b) any amount received or recovered in a currency other than U.S.
Dollars (whether as a result of, or of the enforcement of, a judgment or order
of a court of any jurisdiction, in the

                                       56
<PAGE>

winding-up or dissolution of the Company and the Guarantors or otherwise) by any
Holder in respect of any sum expressed to be due to it from the Company and the
Guarantors shall only constitute a discharge to the Company and the Guarantors
to the extent of the U.S. Dollar amount which the recipient is able to purchase
with the amount received or recovered in that other currency on the date of that
receipt or recovery (or, if it is not practicable to make that purchase on that
date, on the first date on which it is practicable to do so). Unless the
relevant Holder has elected to receive payment, in whole or in part, in Brazil
in the lawful currency of Brazil following the occurrence of a Dollar Constraint
(in accordance with the provisions described under Section 3.15 of the
Indenture), if such U.S. Dollar amount is less than the U.S. Dollar amount
expressed to be due to the Holder under any Security, the Company and the
Guarantors shall, jointly and severally, indemnify such Holder against any loss
sustained by it as a result. In any event, the Company and the Guarantors shall,
jointly and severally, indemnify the recipient against the cost of making any
such purchase. For the purposes of this paragraph, it will be sufficient for the
Holders to certify in a satisfactory manner (indicating sources of information
used) that it would have suffered a loss had an actual purchase of U.S. Dollars
been made with the amount so received in that other currency on the date of
receipt or recovery (or, if a purchase of U.S. Dollars on such date had not been
practicable, on the first date on which it would have been practicable, it being
required that the need for a change of date be certified in the manner mentioned
above). These indemnities constitute a separate and independent obligation from
other obligations of the Company and the Guarantors, will give rise to a
separate and independent cause of action, will apply irrespective of any
indulgence granted by any Holder and will continue in full force and effect
despite any other judgment, order, claim or proof for a liquidated amount in
respect of any sum due under any Security.

            15.   Submission to Jurisdiction; Agent for Service; Waiver of
Immunities. The Company and each Guarantor have submitted to the non-exclusive
jurisdiction of any New York State court or U.S. federal court sitting in the
Borough of Manhattan in The City of New York, New York, and any appellate court
of a New York state court or U.S. federal court, in any suit, action or
proceeding arising out of or relating to this Security or the Indenture or for
recognition or enforcement of any judgment. The Company and each Guarantor have
appointed [     ], currently located at [     ], as its authorized agent upon
which process may be served in any suit, or proceeding with respect to, arising
out of, or relating to, this Security or the Indenture that may be instituted in
any Federal or state court in the State of New York, The City of New York, the
Borough of Manhattan, or brought under Federal or state securities laws and have
agreed that there shall, at all times, be at least one agent for service of
process for the Company and the Guarantors appointed and acting in accordance
with the provisions of Section 1.17 of the Indenture relating to agent for
service of process. To the extent that the Company or any Guarantor has or
hereafter may acquire any immunity from jurisdiction of any court or from any
legal process (whether through service of notice, attachment prior to judgment,
attachment in aid of execution, execution or otherwise)

                                       57
<PAGE>

with respect to itself or its property, the Company and each Guarantor have
irrevocably waived such immunity in respect of its obligations under the
Indenture and this Security, to the extent permitted by law.

                                 ASSIGNMENT FORM

If you, the holder, want to assign this Security, fill in the form below and
have your signature guaranteed:

I or we assign and transfer this Security to

________________________________________________________________________________
(Insert assignee's social security or tax ID number)____________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
(Print or type assignee's name, address and zip code) and irrevocably appoint
________________________________________________________________________________

agent to transfer this Security on the books of the Company. The agent may
substitute another to act for such agent.

            In connection with any transfer of this Security occurring prior to
the date which is the earlier of (i) the date of the declaration by the
Commission of the effectiveness of a registration statement under the Securities
Act of 1933, as amended (the "Securities Act"), covering resales of this
Security (which effectiveness shall not have been suspended or terminated at the
date of the transfer) and (ii) the later of [     ], or the date three years (or
such shorter period of time as permitted by Rule 144(k) under the Securities Act
or any successor provision thereunder) after the later of the date of issuance
appearing on the face of this Security and the last date on which the Company or
an affiliate of the Company was the owner of this Security (or any Predecessor
Security), the undersigned confirms that it has not utilized any general
solicitation or general advertising in connection with the transfer and that:

                                   [Check One]

[ ]  (a)    this Security is being transferred in compliance with the exemption
from registration under the Securities Act provided by Rule 144A thereunder.

                                       58
<PAGE>

                                       or

[ ]   (b)   this Security is being transferred other than in accordance with (a)
above and documents, including a transferee certificate substantially in the
form attached hereto, are being furnished which comply with the conditions of
transfer set forth in this Security and the Indenture.

            If neither of the foregoing boxes is checked and, in the case of (b)
above, if the appropriate document is not attached or otherwise furnished to the
Trustee, the Trustee or Registrar shall not be obligated to register this
Security in the name of any Person other than the Holder hereof unless and until
the conditions to any such transfer of registration set forth herein and in
Section 3.14 of the Indenture shall have been satisfied.

Your Signature:_________________________________________________________________
     (Sign exactly as your name appears on the other side of this Security)

Your Name:______________________________________________________________________

Date:__________________________

Signature Guarantee:___________________________________________________________*

*NOTICE: The Signature must be guaranteed by an Institution which is a member of
one of the following recognized signature Guarantee Programs: (i) The Securities
Transfer Agent Medallion Program (STAMP); (ii) The New York Stock Exchange
Medallion Program (MNSP); (iii) The Stock Exchange Medallion Program (SEMP); or
(iv) such other guarantee program acceptable to the Trustee.

            TO BE COMPLETED BY PURCHASER IF (a) ABOVE IS CHECKED

            Section 2.04. Form of Trustee's Certificate of Authentication.

            TRUSTEE'S CERTIFICATE OF AUTHENTICATION.

            This is one of the Securities referred to in the within-mentioned
            Indenture.

                                              THE BANK OF NEW YORK
                                                       as Trustee

                                              By:______________________________
                                                  Authorized Signatory

                                       59
<PAGE>

            Section 2.05. Form of Legend on Restricted Securities.

            During the period beginning on the later of the Issue Date and the
last date on which the Company or any Affiliate of the Company was the owner of
a Security (or any Predecessor Security) and ending on the date three years (or
such shorter period of time as permitted by Rule 144(k) under the Securities Act
or any successor provision thereunder) from any such date (or such longer period
as may be required under the Securities Act or applicable state securities laws
in the opinion of counsel for the Company), any Security issued or owned during
the period set forth above, as the case may be, and any Security issued upon
registration of transfer or, or in exchange for, or in lieu of, such Security,
shall be deemed a "Restricted Security" and shall be subject to the restriction
on transfer provided in the legend set forth on the face of the form of Security
in Section 2.02; provided, however, that the term "Restricted Security" shall
not include any Security as to which such restrictions on transfer have been
terminated in accordance with Section 3.04.

            Section 2.06. Form of Legend for Global Securities.

            Any Global Security authenticated and delivered hereunder shall bear
a legend in substantially the following form:

            THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE
INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITORY
OR A NOMINEE OF THE DEPOSITORY OR A SUCCESSOR DEPOSITORY. THIS SECURITY IS
EXCHANGEABLE FOR SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE
DEPOSITORY OR ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE
INDENTURE AND, UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR
SECURITIES IN DEFINITIVE FORM, THIS SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A
WHOLE (1) BY THE DEPOSITORY TO A NOMINEE OF THE DEPOSITORY OR (2) BY A NOMINEE
OF THE DEPOSITORY TO THE DEPOSITORY OR ANOTHER NOMINEE OF THE DEPOSITORY OR (3)
BY THE DEPOSITORY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITORY OR A NOMINEE OF
SUCH SUCCESSOR DEPOSITORY.

            UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE
OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC") TO THE COMPANY
OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER

                                       60
<PAGE>

ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER,
PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS
WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

            Section 2.07. Form of Notation of Guarantee.

            The form of the notation of Guarantee to be affixed to each Security
in accordance with Section 13.01(b) shall be substantially as follows:

                              NOTATION OF GUARANTEE

            Each of the undersigned (the "Guarantors") hereby jointly and
severally unconditionally and irrevocably guarantees, to the extent set forth in
the Indenture, dated as of [     ] by and among Net Sul Comunicacoes Ltda., as
issuer, the Guarantors, and The Bank of New York, as Trustee (as amended,
restated or supplemented from time to time, the "Indenture") and subject to the
provisions of the Indenture, (a) the principal of and interest on the Securities
(and any Additional Amounts payable thereon) and any other amounts owing in
respect of the Securities shall be duly and punctually paid in full when due,
whether at maturity, upon prepayment pursuant to the provisions of Article
Eleven of the Indenture and the Securities relating thereto, by acceleration or
otherwise, and interest on the overdue principal and (to the extent permitted by
law) interest and Additional Amounts, if any, on the Securities and all other
obligations of the Company or the Guarantors to the Holders or the Trustee
hereunder or thereunder (including amounts due the Trustee under Section 6.07
hereof) and all other Indenture Obligations shall be promptly paid in full or
performed, all in accordance with the terms hereof and thereof; and (b) in case
of any extension of time of payment or renewal of any Securities or any of such
other Indenture Obligations, the same shall be promptly paid in full when due or
performed in accordance with the terms of the extension or renewal, whether at
maturity, by acceleration or otherwise.

            The obligations of the Guarantors to the Holders and to the Trustee
pursuant to this Guarantee and the Indenture are expressly set forth in Article
Thirteen of the Indenture, and reference is hereby made to the Indenture for the
precise terms and limitations of this Guarantee. Each Holder of a Security to
which this Guarantee is endorsed, by accepting such Security, agrees to and
shall be bound by such provisions.

                                       61
<PAGE>

                                  ARTICLE THREE

                                 THE SECURITIES

            Section 3.01. Title and Terms.

            The aggregate principal amount of Securities which may be
authenticated and delivered under this Indenture is limited to U.S.$76,593,068
in aggregate principal amount of Securities, except for Securities authenticated
and delivered upon registration of transfer of, or in exchange for, or in lieu
of, other Securities pursuant to Section 3.03, 3.04, 3.05, or 9.05.

            Payments with respect to 70% of the original principal amount of the
Securities shall be payable in cash on the dates and in the amounts specified in
following table:

<TABLE>
<CAPTION>
   PAYMENT DATE                           PERCENTAGE OF INITIAL
                                            PRINCIPAL AMOUNT
------------------                        ---------------------
<S>                                       <C>
  March 15, 2006                                  1.25%
   June 15, 2006                                  1.25%
September 15, 2006                                1.25%
 December 15, 2006                                1.25%
  March 15, 2007                                  3.75%
   June 15, 2007                                  3.75%
September 15, 2007                                3.75%
 December 15, 2007                                3.75%
  March 15, 2008                                  6.25%
   June 15, 2008                                  6.25%
September 15, 2008                                6.25%
 December 15, 2008                                6.25%
  March 15, 2009                                  6.25%
   June 15, 2009                                  6.25%
September 15, 2009                                6.25%
 December 15, 2009                                6.25%
</TABLE>

            The percentage of the principal payments specified in the table
immediately above will be based upon the aggregate principal amount of
Securities outstanding on the Issue Date (the "Initial Principal Amount").
Principal payments shall be made ratably based upon the principal amount of the
Securities outstanding on the applicable Payment Date.

            Payments with respect to the remaining 30% of the Initial Principal
Amount of the Securities shall be payable in cash on the dates and in the
amounts specified in Column A of the table below. However, if, with respect to
an original principal payment date specified in Column A of the table below (an
"Original Payment Date"), either (a) the CDI Amount on the last day of the
preceding fiscal quarter or

                                       62
<PAGE>

(b) the average daily Exchange Rate during the second calendar week prior to the
calendar week in which the applicable Original Payment Date occurs is equal to
or greater than the corresponding threshold amounts specified in Column B of the
table, then the applicable payment of principal specified in Column A shall not
be due and payable on the Original Payment Date and, instead, shall be due and
payable on the alternative payment date specified in Column C of the table
below.

<TABLE>
<CAPTION>
                                                                    (B) CONDITIONS
                                                   -------------------------------------------------
  % OF INITIAL            (A) ORIGINAL                                                                       (C) ALTERNATIVE
PRINCIPAL AMOUNT          PAYMENT DATE                     CDI AMOUNT                  EXCHANGE RATE           PAYMENT  DATE
----------------        ------------------         ---------------------------         -------------        ------------------
<S>                     <C>                        <C>                                 <C>                  <C>
      1.25%               March 15, 2006            1.417 at December 31, 2005          R$4.00/U.S.$          March 15, 2010
      1.25%               June 15, 2006              1.479 at March 31, 2006            R$4.00/U.S.$          March 15, 2010
      1.25%             September 15, 2006            1.543 at June 30, 2006            R$4.50/U.S.$          March 15, 2010
      1.25%             December 15, 2006          1.610 at September 30, 2006          RS4.50/U.S.$          March 15, 2010
      2.50%               March 15, 2007            1.680 at December 31, 2006          R$4.50/U.S.$          March 15, 2010
      2.50%               June 15, 2007              1.767 at March 31, 2007            R$4.50/U.S.$          June 15, 2010
      2.50%             September 15, 2007            1.859 at June 30, 2007            R$4.50/U.S.$          June 15, 2010
      2.50%             December 15, 2007          1.955 at September 30, 2007          R$4.50/U.S.$          June 15, 2010
      2.50%               March 15, 2008            2.057 at December 31, 2007          R$4.70/U.S.$        September 15, 2010
      2.50%               June 15, 2008              2.164 at March 31, 2008            R$4.70/U.S.$        September 15, 2010
      2.50%             September 15, 2008            2.277 at June 30, 2008            R$4.70/U.S.$        September 15, 2010
      2.50%             December 15, 2008          2.396 at September 30, 2008          R$4.70/U.S.$        December 15, 2010
      1.25%               March 15, 2009            2.521 at December 31, 2008          R$4.90/U.S.$        December 15, 2010
      1.25%               June 15, 2009              2.674 at March 31, 2009            R$4.90/U.S.$        December 15, 2010
      1.25%             September 15, 2009            2.835 at June 30, 2009            R$4.90/U.S.$        December 15, 2010
      1.25%             December 15, 2009          3.007 at September 30, 2009          R$4.90/U.S.$        December 15, 2010
</TABLE>

            The percentage of the principal payments specified in the table
immediately above shall be based upon the Initial Principal Amount. Principal
payments shall be made ratably based upon the principal amount of the Securities
outstanding on the Payment Date. Such payments shall be made to the Holders of
record of the Securities as of the close of business on the immediately
preceding March 1, June 1, September 1 and December 1.

            The 7.0% Senior Secured Notes due 2009 shall bear interest at a rate
of 7.0% per annum and the Senior Secured Floating Rate Notes due 2009 shall bear
interest at a rate of LIBOR plus 3% per annum, in each case payable quarterly in
arrears on each March 15, June 15, September 15 and December 15, commencing on [
]. Interest payments shall be made to the Holders of record of the Securities as
of the close of business on the immediately preceding March 1, June 1, September
1 and December 1. Interest on the Securities shall accrue from the Issue Date,
or, if interest has already been paid, from the date it was most recently paid.
Interest on the Securities shall be computed on the basis of a 360-day year of
twelve 30-day months. Interest on overdue principal payments on the Securities
and, to the extent permitted by law, overdue installments of

                                       63
<PAGE>

interest and any other overdue amounts owing in respect of the Securities shall
accrue at a rate per annum equal to 1% plus the rate of interest borne by the
Securities and be computed on the basis of a 365- or 366-day year, as the case
may be, and the number of days actually elapsed.

            Securities offered and sold in reliance on Rule 144A shall be issued
initially in the form of a single permanent global security (the "U.S. Global
Security") and Securities offered and sold in reliance on Regulation S shall be
issued initially in the form of a single permanent global security (the
"Offshore Global Security") and together with the U.S. Global Security, the
"Global Securities"), each substantially in the form set forth in Sections 2.02
and 2.03 hereof, deposited with the Trustee, as custodian of the Depository,
duly executed by the Company and authenticated by the Trustee as hereinafter
provided. The aggregate principal amount of any Global Security may from time to
time be increased or decreased by adjustments made on the records of the
Trustee, as custodian for the Depository or its nominee, as hereinafter
provided.

            The principal of and interest on Global Securities shall be payable
to the Depository or its nominee, as the case may be, as the sole registered
owner and the sole holder of the Global Securities represented thereby. The
principal of and interest on Securities in certificated form shall be payable at
the office or agency of the Company maintained for such purpose in The City of
New York, or at such other office or agency of the Company as may be maintained
for such purpose; provided, however, that at the option of the Company, interest
may be paid by check mailed to the addresses of the persons entitled thereto as
such addresses shall appear on the Security Register.

            Prepayments in respect of the Securities may be made as provided in
Article Eleven hereof. At the election of the Company, the entire indebtedness
on the Securities may be defeased as provided in Article Four hereof.

            Section 3.02. Denominations.

            The Securities shall be issuable only in registered form without
coupons and only in denominations of U.S.$1.00 and any integral multiple
thereof.

            Section 3.03. Execution, Authentication, Delivery and Dating.

            The Securities shall be executed on behalf of the Company by the
manual or facsimile signature of any one of its Chairman of the Board, its
Vice-Chairman, its Chief Executive Officer, its President or one of its
Executive Vice Presidents, and by the manual or facsimile signature of any one
of its Secretary, Assistant Secretary or General Counsel.

            Securities bearing the manual or facsimile signature of individuals
who were at any time the proper officers of the Company shall bind the Company,

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notwithstanding that such individuals or any of them have ceased to hold such
offices prior to the authentication and delivery of such Securities or did not
hold such offices on the date of such Securities.

            At any time and from time to time upon or after the execution and
delivery of this Indenture, the Company may deliver Securities executed by the
Company to the Trustee for authentication, together with a Company Order for the
authentication and delivery of such Securities; and the Trustee in accordance
with such Company Order shall authenticate and deliver such Securities as
provided in this Indenture and not otherwise. Each Security shall be dated the
date of its authentication.

            No Security shall be entitled to any benefit under this Indenture or
be valid or obligatory for any purpose unless there appears on such Security a
certificate of authentication substantially in the form provided for in Section
2.04 hereof duly executed by the Trustee by manual signature of an authorized
representative, and such certificate upon any Security shall be conclusive
evidence, and the only evidence, that such Security has been duly authenticated
and delivered hereunder.

            In case the Company, pursuant to Article Eight hereof, shall be
consolidated, amalgamated, merged with or into any other Person or shall convey,
transfer or lease substantially all of its properties and assets to any Person,
and the successor Person resulting from such consolidation, amalgamation or
surviving such merger, or into which the Company shall have been merged, or the
Person which shall have received a conveyance, transfer or lease as aforesaid,
shall have executed an indenture supplemental hereto with the Trustee pursuant
to Article Eight hereof, any of the Securities authenticated or delivered prior
to such consolidation, amalgamation, merger, conveyance, transfer or lease may,
from time to time, at the request of the successor Person, be exchanged for
other Securities executed in the name of the successor Person with such changes
in terminology and form as may be appropriate, but otherwise in substance of
like tenor as the Securities surrendered for such exchange and of like principal
amount; and the Trustee, upon Company Order of the successor Person, shall
authenticate and deliver replacement Securities as specified in such request for
the purpose of such exchange. If such Securities shall at any time be
authenticated and delivered in any new name of a successor Person pursuant to
this Section 3.03 in exchange or substitution for or upon registration of
transfer of any Securities, such successor Person, at the option of the Holders
but without expense to them, shall provide for the exchange of all Securities at
the time Outstanding for Securities authenticated and delivered in such new
name.

            The Trustee may appoint an Authenticating Agent to authenticate
Securities on behalf of the Trustee if directed to do so by a Company Order.
Each reference in this Indenture to authentication by the Trustee includes
authentication by each such agent. An Authenticating Agent has the same rights
as any Security Registrar or Paying Agent to deal with the Company and its
Affiliates.

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<PAGE>

            If any of the Securities are to be issued in the form of one or more
Global Securities, then the Company shall execute and the Trustee shall
authenticate and deliver one or more Global Securities that (i) shall represent
and shall be in minimum denominations of U.S.$1,000 or integral multiples
thereof, (ii) shall be registered in the name of the Depository for such Global
Security or Securities or the nominee of such Depository, (iii) shall be
delivered by the Trustee to such Depository or pursuant to such Depository's
instructions and (iv) shall bear the legend in substantially the form set forth
in Section 2.05.

            Section 3.04. Registration; Registration of Transfer and Exchange;
Certain Restrictions on Transfer; Payment and Prepayment of Securities.

            The Company shall cause to be kept at the Corporate Trust Office of
the Trustee a register (the register maintained in such office and in any other
office or agency designated pursuant to Section 10.10 being herein sometimes
referred to as the "Security Register") in which, subject to such reasonable
regulations as the Security Registrar may prescribe, the Company shall provide
for the registration of Securities, of transfers of Securities and the payment
and prepayment of principal of, interest on, and Additional Amounts, if any,
with respect to, the Securities. The Trustee is hereby initially appointed
"Security Registrar" for the purpose of registering Securities, transfers of
Securities and the payment and prepayment of principal of, interest on, and
Additional Amounts, if any, with respect to the Securities as herein provided.

            All payments of principal of, and interest on, and Additional
Amounts, if any, with respect to, each Security shall be made to the appropriate
Person recorded in the Security Register as being the Holder of such Security.

            All payments and prepayments of principal of any Security (including
any prepayment pursuant to Sections 11.01 and 11.02 hereof) shall be recorded by
the Securities Registrar, along with the outstanding principal amount of such
Security immediately after such payment or prepayment.

            The entries in the Security Register absent manifest error shall be
conclusive and the Company, the Guarantors, the Trustee and the Holders shall
treat (i) each Person whose name is recorded in the Security Register pursuant
to the terms hereof as a Holder hereunder and (ii) the outstanding principal
amount of each such Security recorded in the Securities Register pursuant to the
terms hereof as the outstanding principal amount of such Security, in each case
for all purposes of this Indenture and the Securities.

            The Security Register shall be available for inspection by the
Company, the Guarantors, the Trustee (if, at any time, the Trustee shall not be
acting as Security Registrar) and any Holder, at any reasonable time and from
time to time upon reasonable prior notice.

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<PAGE>

            Upon surrender for registration of transfer of any Security at the
office or agency of the Company designated pursuant to Section 10.10 hereof, the
Company shall execute, and the Trustee shall authenticate and deliver, in the
name of the designated transferee or transferees, one or more new Securities of
any authorized denomination or denominations, of a like aggregate principal
amount.

            At the option of the Holder, Securities in certificated form may be
exchanged for other Securities of any authorized denomination or denominations,
of a like aggregate principal amount, upon surrender of the Securities to be
exchanged at such office or agency. Whenever any Securities are so surrendered
for exchange, the Company shall execute, and the Trustee shall authenticate and
deliver, the Securities which the Holder making the exchange is entitled to
receive.

            A Physical Security may be exchanged for a beneficial interest in a
Global Security upon receipt by the Security Registrar of a Physical Security,
duly endorsed or accompanied by appropriate instruments of transfer, in form
satisfactory to the Security Registrar, together with a Company Order directing
the Security Registrar to make, or to direct the Depository to make, an
endorsement on the Global Security to reflect an increase in the aggregate
amount of the Securities represented by the Global Security. Upon such receipt,
the Security Registrar shall cancel such Physical Security and cause, or direct
the Depository to cause, in accordance with the standing instructions and
procedures existing between the Depository and the Security Registrar, the
number of Securities represented by the Global Security to be increased
accordingly. If no Global Security is then outstanding, the Company shall issue
and the Trustee shall upon written instructions from the Company authenticate a
new Global Security in the appropriate amount.

            If a Security is a U.S. Physical Security (a "U.S. Physical
Security"), then as provided in this Indenture and subject to the limitations
herein set forth, the Holder, provided it is a Qualified Institutional Buyer,
may exchange such Security for a book-entry security by instructing the Trustee
to arrange for such Security to be represented by a beneficial interest in a
Global Security.

            All Securities issued upon any registration of transfer or exchange
of Securities shall be the valid obligations of the Company, evidencing the same
Indebtedness, and entitled to the same benefits under this Indenture, as the
Securities surrendered upon such registration of transfer or exchange and no
such transfer or exchange shall constitute a repayment of any obligation nor
create any new obligations of the Company.

            Every Security presented or surrendered for registration of
transfer, or for exchange or redemption shall (if so required by the Company or
the Security Registrar) be duly endorsed, or be accompanied by a written
instrument of transfer in form

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<PAGE>

satisfactory to the Company and the Security Registrar, duly executed by the
Holder thereof or his attorney duly authorized in writing.

            Every Restricted Security shall be subject to the restrictions on
transfer provided in the legend required to be set forth on the face of each
Restricted Security pursuant to Section 2.05 and Section 2.06 and the
restrictions set forth in this Section 3.04, and the Holder of each Restricted
Security, by such Holder's acceptance thereof, agrees to be bound by such
restrictions on transfer.

            The restrictions imposed by this Section 3.04 (other than under
paragraphs seven, eight, nine and/or ten of this Section 3.04) and Section 2.05
upon the transferability of any particular Restricted Security (which arise as a
result of its status as a Restricted Subsidiary) shall cease and terminate (a)
in the case of an Offshore Global Security or an Offshore Physical Security, on
the 41st day after the Issue Date or (b) in the case of a U.S. Global Security
or a U.S. Physical Security, on (x) the later of [ ] or three years (or such
shorter period of time as permitted by Rule 144(k) under the Securities Act or
any successor provision thereunder) after the later of the Issue Date or the
last date on which the Company or any Affiliate of the Company was the owner of
such Restricted Security (or any predecessor of such Restricted Security) or (y)
(if earlier) if and when such Restricted Security has been sold pursuant to an
effective registration statement under the Securities Act or, unless the Holder
thereof is an affiliate of the Company within the meaning of Rule 144 (or such
successor provision), transferred pursuant to Rule 144 or Rule 904 under the
Securities Act (or any successor provision). Any Restricted Security as to which
such restrictions on transfer shall have expired in accordance with their terms
or shall have terminated may, upon surrender of such Restricted Security for
exchange to the Trustee or any transfer agent in accordance with the provisions
of this Section 3.04, be exchanged for a new Security, of like series, tenor and
aggregate principal amount, which shall not bear the restricted legend required
by Section 2.05 and shall thereafter be deemed not to be a Restricted Security
for any purpose under this Indenture. The Company shall inform the Trustee in
writing of the effective date of any registration statement registering any
Restricted Securities under the Securities Act.

            No service charge shall be made to a Holder for any registration of
transfer or exchange or redemption of Securities, but the Company may require
payment of a sum sufficient to cover any tax or other governmental charge that
may be imposed in connection with any registration of transfer or exchange of
Securities, other than exchanges pursuant to Section 3.03, 3.04 or 9.06 not
involving any transfer.

            The Company shall not be required (a) to issue, register the
transfer of or exchange any Security during a period beginning at the opening of
business 15 days before the mailing of a notice of prepayment of the Securities
under Section 11.05 and ending at the close of business on the day of such
mailing, or (b) to register the transfer of

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<PAGE>

or exchange any Security so selected for redemption in whole or in part, except
the unpaid or unredeemed portion of Securities being prepaid or redeemed in
part.

            Any Holder of the Global Security shall, by acceptance of such
Global Security, agree that transfers of beneficial interests in such Global
Security may be effected only through a book-entry system maintained by such
Holder of such Global Security (or its agent), and that ownership of a
beneficial interest in the Security shall be required to be reflected in a book
entry.

            When Securities are presented to the Security Registrar with a
request to register the transfer or to exchange them for an equal principal
amount of Securities of other authorized denominations, the Security Registrar
shall register the transfer or make the exchange as requested if its
requirements for such transactions are met. To permit registrations of transfers
and exchanges, the Company shall execute and the Trustee shall authenticate
Securities at the Security Registrar's request.

            Section 3.05. Mutilated, Destroyed, Lost and Stolen Securities.

            If (a) any mutilated Security is surrendered to the Trustee, or (b)
the Company and the Trustee receive evidence to their satisfaction of the
destruction, loss or theft of any Security, and there is delivered to the
Company, each Guarantor and the Trustee, such security or indemnity, in each
case, as may be required by them to save each of them harmless from any loss
which any of them may suffer if a Security is replaced, then, in the absence of
notice to the Company, any Guarantor or the Trustee that such Security has been
acquired by a bona fide purchaser, the Company shall execute and upon a Company
Order the Trustee shall authenticate and deliver, in exchange for any such
mutilated Security or in lieu of any such destroyed, lost or stolen Security, a
replacement Security of like tenor and principal amount, bearing a number not
contemporaneously outstanding.

            Upon the issuance of any replacement Securities under this Section,
the Company may require the payment of a sum sufficient to cover any tax or
other governmental charge that may be imposed in relation thereto and any other
expenses (including the fees and expenses of the Trustee) connected therewith.

            Every replacement Security issued pursuant to this Section in lieu
of any destroyed, lost or stolen Security shall constitute an original
additional contractual obligation of the Company and each Guarantor, whether or
not the destroyed, lost or stolen Security shall be at any time enforceable by
anyone, and shall be entitled to all benefits of this Indenture equally and
proportionately with any and all other Securities duly issued hereunder.

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<PAGE>

            The provisions of this Section are exclusive and shall preclude (to
the extent lawful) all other rights and remedies with respect to the replacement
or payment of mutilated, destroyed, lost or stolen Securities.

            Section 3.06. Payment of Interest; Interest Rights Preserved.

            Interest on any Security (and any Additional Amounts payable in
respect thereof) which is payable, and is punctually paid or duly provided for,
on any Interest Payment Date shall be paid to the Person in whose name that
Security (or one or more Predecessor Securities) is registered at the close of
business on the Regular Record Date for such interest.

            Subject to the terms of Section 3.14 and Section 3.15, any interest
on any Security (and any Additional Amounts payable in respect thereof) which is
payable, but is not punctually paid or duly provided for, on any Interest
Payment Date and interest (and any Additional Amounts payable in respect
thereof) on such defaulted interest at a rate per annum equal to 1% plus the
interest rate borne by the Securities, to the extent lawful (such defaulted
interest and interest thereon herein collectively called "Defaulted Interest")
shall forthwith cease to be payable to the Holder on the Regular Record Date;
and such Defaulted Interest may be paid by the Company, at its election in each
case, as provided in subsection (a) or (b) below:

            (a)   The Company may elect to make payment of any Defaulted
      Interest to the Persons in whose names the Securities (or their respective
      Predecessor Securities) are registered at the close of business on a
      Special Record Date for the payment of such Defaulted Interest, which
      shall be fixed in the following manner. The Company shall notify the
      Trustee in writing of the amount of Defaulted Interest proposed to be paid
      on each Security and the date of the proposed payment, and at the same
      time the Company shall deposit with the Trustee an amount of money equal
      to the aggregate amount proposed to be paid in respect of such Defaulted
      Interest or shall make arrangements satisfactory to the Trustee for such
      deposit prior to the date of the proposed payment, such money when
      deposited to be held in trust for the benefit of the Persons entitled to
      such Defaulted Interest as in this subsection (a) provided. Thereupon the
      Trustee shall fix a Special Record Date for the payment of such Defaulted
      Interest which shall be not more than 15 days and not less than 10 days
      prior to the date of the proposed payment and not less than 10 days after
      the receipt by the Trustee of the notice of the proposed payment. The
      Trustee shall promptly notify the Company in writing of such Special
      Record Date. In the name and at the expense of the Company, the Trustee
      shall cause notice of the proposed payment of such Defaulted Interest and
      the Special Record Date

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<PAGE>

      therefor to be mailed, first-class postage prepaid, to each Holder at its
      address as it appears in the Security Register, not less than 10 days
      prior to such Special Record Date. Notice of the proposed payment of such
      Defaulted Interest and the Special Record Date therefor having been so
      mailed, such Defaulted Interest shall be paid to the Persons in whose
      names the Securities (or their respective Predecessor Securities) are
      registered on such Special Record Date and shall no longer be payable
      pursuant to the following subsection (b).

            (b)   The Company may make payment of any Defaulted Interest in any
      other lawful manner not inconsistent with the requirements of any
      securities exchange on which the Securities may be listed, and upon such
      notice as may be required by such exchange, if, after written notice given
      by the Company to the Trustee of the proposed payment pursuant to this
      subsection (b), such payment shall be deemed practicable by the Trustee.

            Subject to the foregoing provisions of this Section, each Security
delivered under this Indenture upon registration of transfer of or in exchange
for or in lieu of any other Security shall carry the rights to interest accrued
and unpaid, and to accrue, which were carried by such other Security.

      Section 3.07. Paying Agents; Discharge of Payment Obligations; Indemnity
of Holders.

            (a)   The Company may from time to time appoint one or more Paying
Agents and may designate a Paying Agent as Principal Paying Agent (the
"Principal Paying Agent") under this Indenture and the Securities. By its
execution and delivery of this Indenture, the Company hereby initially
designates and appoints The Bank of Tokyo-Mitsubishi, Ltd. as Principal Paying
Agent and The Bank of New York as co-Paying Agent. Subject to Section 10.03, the
Company may act as Paying Agent.

            (b)   Unless the Company shall be acting as Paying Agent as provided
in Section 10.03, the Company shall, by 10:00 a.m. New York City time, no later
than one Business Day prior to each Interest Payment Date or principal payment
date on any Securities (whether on maturity, scheduled principal repayment date,
prepayment or otherwise) (each, a "Payment Date"), deposit with the Principal
Paying Agent in immediately available funds a sum sufficient to pay such
principal and interest when so becoming due (including any Additional Amounts).
The Company shall request that the bank through which such payment is to be made
agree to supply to the Principal Paying Agent by 10:00 a.m. (New York City time)
two Business Days prior to the due date for any such payment an irrevocable
confirmation (by tested telex or authenticated SWIFT MT 100 Message) of its
intention to make such payment. The Principal Paying Agent shall arrange with
all Paying Agents for the payment, from funds furnished by the Company or any
Guarantor to the Trustee pursuant to this Indenture, of the principal and
interest (including Additional Amounts, if any) on the Securities and of the
compensation of such Paying Agents for their services as such. All Paying Agents
will hold in trust, for the benefit of Holders or the Trustee, all money held by
such Paying Agent for the payment of principal of or interest and Additional
Amounts, if any, on the Securities and

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<PAGE>

shall notify the Trustee of any default by the Company in making any such
payment. The Company at any time may require a Paying Agent to pay all money
held by it to the Trustee and to account for any funds disbursed by it. Upon
complying with this Section 3.07 and the applicable provisions of Section 10.03,
the Paying Agents shall have no further liability for the money delivered to the
Trustee.

            (c)   Any payment to be made in respect of the Securities by the
Company or any Guarantor to or to the order of a Paying Agent shall be in
satisfaction pro tanto of the obligations of the Company under the Securities.
The Company shall indemnify the Holders against any failure on the part of any
Paying Agent to pay any sum due in respect of the Securities and shall pay such
sum to the Trustee on demand. This indemnity constitutes a separate and
independent obligation from the other obligations of the Company under the
Securities, shall give rise to a separate and independent cause of action, shall
apply irrespective of any waiver granted by the Trustee and/or any holder of
Securities and shall continue in full force and effect despite any judgment,
order, claim, or proof for a liquidated amount in respect of any sum due under
this Indenture, the Securities or any judgment or order.

            Section 3.08. Persons Deemed Owners.

            Prior to and at the time of due presentment for registration of
transfer, the Company, the Trustee and any agent of the Company or the Trustee
may treat the Person in whose name any Security is registered in the Security
Register as the absolute owner of such Security for the purpose of receiving
payment of principal of and (subject to Section 3.06) interest on such Security
and for all other purposes whatsoever, whether or not such Security shall be
overdue, and neither the Company, the Trustee nor any agent of the Company or
the Trustee shall be affected by notice to the contrary.

            Section 3.09. Cancellation.

            All Securities surrendered for payment, redemption, registration of
transfer or exchange shall be delivered to the Trustee and, if not already
cancelled, shall be promptly cancelled by it. The Company and any Guarantor may
at any time deliver to the Trustee for cancellation any Securities previously
authenticated and delivered hereunder which the Company or such Guarantor may
have acquired in any manner whatsoever, and all Securities so delivered shall be
promptly cancelled by the Trustee. No Securities shall be authenticated in lieu
of or in exchange for any Securities cancelled as provided in this Section 3.09,
except as expressly permitted by this Indenture. All cancelled Securities held
by the Trustee shall be disposed of in accordance with the Trustee's then
customary procedures with respect to cancelled securities and, if requested by
the Company, certification of such disposition delivered to the Company unless
by a Company Order the Company shall direct that the cancelled Securities be
returned to it. The Trustee shall provide the Company a list of all Securities
that have been cancelled from time to time as requested by the Company.

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            Section 3.10. Computation of Interest.

            Interest on the Securities shall be computed on the basis of a
360-day year of twelve 30-day months; provided, however, that Defaulted Interest
shall be computed on the basis of a 365- or 366-day year, as the case may be,
and the number of days actually elapsed.

            Section 3.11. Legal Holidays.

            In any case where any Interest Payment Date, Prepayment Date, date
established for the payment of Defaulted Interest or any other Payment Date in
respect of any Security shall not be a Business Day, then (notwithstanding any
other provision of this Indenture or of the Securities) payment of principal or
interest need not be made on such date, but may be made on the next succeeding
Business Day with the same force and effect as if made on the Interest Payment
Date, Prepayment Date, date established for the payment of Defaulted Interest or
any other Payment Date in respect of any Security, as the case may be; and no
interest shall accrue with respect to such payment for the period from and after
such Interest Payment Date, Prepayment Date, the date established for the
payment of Defaulted Interest or any other Payment Date in respect of any
Security, as the case may be, to the next succeeding Business Day.

            Section 3.12. CUSIP Number.

            The Company in issuing the Securities may use a "CUSIP," "ISIN" or
other similar numbers (if then generally in use), and if so, the Trustee shall
use the "CUSIP," "ISIN" or other similar numbers in notices of prepayment or
exchange; provided, however, that any such notice may state that no
representation is made as to the correctness or accuracy of the "CUSIP," "ISIN"
or other similar numbers printed in the notice or on the Securities, and that
reliance may be placed only on the other identification numbers printed on the
Securities. All 7.0% Senior Secured Notes due 2009 shall bear identical "CUSIP,"
"ISIN" or other similar numbers and all Senior Secured Floating Rate Notes due
2009 shall bear identical "CUSIP," "ISIN" or other similar numbers. The Company
shall promptly notify the Trustee in writing of any change in the "CUSIP,"
"ISIN" or other similar numbers of Securities.

            Section 3.13. Book-Entry Provisions for Global Security.

            (a) Each Global Security initially shall (i) be registered in the
name of the Depository for such Global Security or the nominee of such
Depository, (ii) be delivered to the Trustee as custodian for such Depository
and (iii) bear the legend as set forth in Section 2.05.

            Members of, or participants in, the Depository ("Agent Members")
shall have no rights under this Indenture with respect to any Global Security
held on their

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<PAGE>

behalf by the Depository, or the Trustee as its custodian, or under such Global
Security, and the Depository may be treated by the Company, the Trustee and any
agent of the Company or the Trustee as the absolute owner of such Global
Security for all purposes whatsoever. None of the Trustee, any Paying Agent or
the Security Registrar shall have any responsibility or obligation to any
beneficial owner in a Global Security, a member of, or a participant in the
Depository or other Person with respect to the accuracy of the records of the
Depository or its nominee or of any participant or member thereof, with respect
to any ownership interest in the Securities or with respect to the delivery to
any participant, member, beneficial owner or other Person (other than the
Depository) of any notice (including any notice of prepayment) or the payment of
any amount, under or with respect to such Securities. All notices and
communications to be given to the Holders and all payments to be made to Holders
under the Securities shall be given or made only to or upon the order of the
registered Holders (which shall be the Depository or its nominee in the case of
such Global Security). The rights of beneficial owners in the Global Security
shall be exercised only through the Depository subject to the applicable rules
and procedures of the Depository. The Trustee, any Paying Agent and the Security
Registrar may rely and shall be fully protected in relying upon information
furnished by the Depository with respect to its members, participants and any
beneficial owners. The Trustee, each Paying Agent and the Security Registrar
shall be entitled to deal with any depositary (including the Depository), and
any nominee thereof, that is the Holder of any Global Security for all purposes
of this Indenture relating to such Global Security (including the payment of
principal, interest and Additional Amounts, if any, and the giving of
instructions or directions by or to the owner or holder of a beneficial
ownership interest in such Global Security) as the sole Holder of such Global
Security and shall have no obligations to the beneficial owners thereof. None of
the Trustee, any Paying Agent or the Security Registrar shall have any
responsibility or liability for any acts or omissions of any such depositary
with respect to such Global Security, for the records of any such depositary,
including records in respect of beneficial ownership interests in respect of any
such Global Security, for any transactions between such depositary and any
participant in such depositary or between or among any such depositary, any such
participant and/or any holder or owner of a beneficial interest in such Global
Security or for any transfers of beneficial interests in any such Global
Security. Notwithstanding the foregoing, nothing herein shall prevent the
Company, the Trustee or any agent of the Company or the Trustee, from giving
effect to any written certification, proxy or other authorization furnished by
the Depository or shall impair, as between the Depository and its Agent Members,
the operation of customary practices governing the exercise of the rights of a
holder of any Security.

            (b)   Transfers of a Global Security shall be limited to transfers
of such Global Security in whole, but not in part, to the Depository, its
successors or their respective nominees. Interests of beneficial owners in a
Global Security may be transferred in accordance with the rules and procedures
of the Depository.

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<PAGE>

In addition, Securities in certificated form (each, a "Physical Security") shall
be issued in exchange for a Global Security if (A) the Depository notifies the
Company that it is unwilling or unable to continue as Depository for a Global
Security or the Depository ceases to be a "clearing agency" registered under the
Exchange Act and, in each case, a successor depository is not appointed by the
Company within 90 days of such notice or such cessation, as the case may be, or
(B) an Event of Default has occurred and is continuing with respect to any
Securities represented by a Global Security and Holders who hold more than a
majority in aggregate principal amount of the Securities at the time outstanding
represented by such Global Security advise the Trustee through the Depository in
writing that the continuation of a book-entry system through the Depository (or
a successor thereto) with respect to such Global Security is no longer required
and the Security Registrar has received a request from the Depository to issue
Physical Securities.

            (c)   [Intentionally Omitted.]

            (d)   Any U.S. Physical Security delivered in exchange for an
interest in the U.S. Global Security pursuant to Section 3.13(b) above shall, if
such U.S. Global Security is a Restricted Security, bear the Private Placement
Legend.

            (e)   In connection with any transfer of a portion of the beneficial
interest in the Global Security to beneficial owners pursuant to subsection (b)
of this Section, the Security Registrar shall reflect on its books and records
the date and a decrease in the principal amount of the Global Security in an
amount equal to the principal amount of the beneficial interest in the Global
Security to be transferred, and the Company shall execute, and the Trustee shall
authenticate and deliver, one or more Physical Securities of like tenor and
amount.

            (f)   In connection with the transfer of an entire Global Security
to beneficial owners thereof pursuant to subsection (b) of this Section, such
Global Security shall be deemed to be surrendered to the Trustee for
cancellation, and the Company shall execute, and the Trustee shall authenticate
and deliver, to each beneficial owner identified by the Depository in exchange
for its beneficial interest in such Global Security, an equal aggregate
principal amount of Physical Securities of authorized denominations.

            (g)   [Intentionally Omitted.]

            (h)   The Holder of the Global Security may grant proxies and
otherwise authorize any Person, including Agent Members and Persons that may
hold interests

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through Agent Members, to take any action which a Holder is entitled to take
under this Indenture or the Securities.

            (i)   Transfers to QIBs. The following provisions shall apply with
respect to the registration of any proposed transfer of a Restricted Security to
a QIB (other than a Non-U.S. person):

                  (i)   If the Security to be transferred consists of (x) U.S.
            Physical Securities, the Security Registrar shall register the
            transfer if such transfer is being made by a proposed transferor who
            has checked the box provided for on the form of Security stating, or
            has otherwise advised the Company and the Security Registrar in
            writing. that the sale has been made in compliance with the
            provisions of Rule 144A to a transferee who has signed the
            certification provided for on the form of Security stating, or has
            otherwise advised the Company and the Security Registrar in writing,
            that it is purchasing the Security for its own account or an account
            with respect to which it exercises sole investment discretion and
            that it and any such account are QIBs within the meaning of Rule
            144A, and that it is aware that the sale to it is being made in
            reliance on Rule 144A and acknowledges that it has received such
            information regarding the Company as it has requested pursuant to
            Rule 144A or has determined not to request such information and that
            it is aware that the transferor is relying upon its foregoing
            representations in order to claim the exemption from registration
            provided by Rule 144A and (y) an interest in the U.S. Global
            Security, the transfer of such interest may he effected only through
            the book-entry system maintained by the Depository, subject
            otherwise to the conditions in (a) above.

                  (ii)  If the proposed transferee is an Agent Member, and the
            Security to be transferred consists of Physical Securities, upon
            receipt by the Security Registrar of instructions given in
            accordance with the Depository's and the Security Registrar's
            procedures therefor, the Security Registrar shall reflect on its
            books and records the date and an increase in the principal amount
            of the U.S. Global Security in an amount equal to the principal
            amount of the Physical Securities to be transferred, and the Trustee
            shall cancel the Physical Securities so transferred.

            (j)   Transfers of Interests in the Offshore Global Security or
Offshore Physical Securities to U.S. Persons. The following provisions shall
apply with respect to any transfer of interests in the Offshore Global Security
or Offshore Physical Securities to U.S. Persons:

                  (i)   prior to the removal of the Private Placement Legend
            from the Offshore Global Security or Offshore Physical Securities
            pursuant to

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            Section 2.05 and Section 3.05, the Security Registrar shall refuse
            to register such transfer; and

                  (ii)  after such removal, the Security Registrar shall
            register the transfer of any such Security without requiring any
            additional certification.

            (k) Transfers to Non-U.S. Persons at Any Time. The following
provisions shall apply with respect to any transfer of a Security to a Non-U.S.
Person:

                  (i)   the Security Registrar shall register any proposed
            transfer to any Non-U.S. Person if the Security to be transferred is
            a U.S. Physical Security or an interest on the U.S. Global Security
            only upon receipt of a certificate substantially in the form of
            Exhibit A from the proposed transferor; and

                  (ii)  (x) if the proposed transferor is an Agent Member
            holding a beneficial interest in the U.S. Global Security, upon
            receipt by the Registrar of (1) the documents required by paragraph
            (i) of this paragraph (k) and (2) instructions in accordance with
            the Depository's and the Security Registrar's procedures, the
            Security Registrar shall reflect on its books and records the date
            and a decrease in the principal amount of the U.S. Global Security
            in an amount equal to the principal amount of the beneficial
            interest in the U.S. Global Security to be transferred, and (y) if
            the proposed transfer is an Agent Member, upon receipt by the
            Security Registrar of instructions given in accordance with the
            Depository's and the Security Registrar's procedures, the Security
            Registrar shall reflect on its books and records the date and an
            increase in the principal amount of the Offshore Global Security in
            an amount equal to the principal amount of the U.S. Physical
            Securities or the U.S. Global Security, as the case may be, to be
            transferred, and the Trustee shall cancel the Physical Security so
            transferred or decrease the principal amount of the U.S. Global
            Security, as the case may be.

            (l)   Private Placement Legend. Upon the transfer, exchange or
replacement of Securities not bearing the Private Placement Legend, the Security
Registrar shall deliver Securities that do not bear the Private Placement
Legend. Upon the transfer, exchange or replacement of Securities bearing the
Private Placement Legend, the Security Registrar shall deliver only Securities
that bear the Private Placement Legend unless either (i) the Private Placement
Legend is no longer required pursuant to Section 3.04, or (ii) there is
delivered to the Security Registrar an Opinion of Counsel reasonably
satisfactory to the Company and the Trustee to the effect that neither such
legend nor the related restrictions on transfer are required in order to
maintain compliance with the provisions of the Securities Act.

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<PAGE>

            (m)   General. By its acceptance of any Security, or any beneficial
interest in any Global Security, bearing the Private Placement Legend, each
Holder of such Security or beneficial interest acknowledges the restrictions on
transfer of such Security set forth in this Indenture and in the Private
Placement Legend and agrees that it will transfer such Security only as provided
in this Indenture. The Security Registrar shall not register a transfer of any
Security unless such transfer complies with the restrictions on transfer of such
Security set forth in this Indenture. In connection with any transfer of
Securities to a Qualified Institutional Buyer, each such Holder or beneficial
owner agrees by its acceptance of the Securities to furnish the Security
Registrar or the Company such certifications, legal opinions or other
information as such Person may reasonably require to confirm that such transfer
is being made pursuant to an exemption from, or a transaction not subject to,
the registration requirements of the Securities Act; provided that the Security
Registrar shall not be required to determine (but may rely on a determination
made by the Company with respect to) the sufficiency of any such certifications,
legal opinions or other information.

            (n)   The Security Registrar shall retain copies of all letters,
notices and other written communications received pursuant to this Section 3.13,
in each case for two years following such receipt. The Company shall have the
right to inspect and make copies of all such letters, notices or other written
communications at any reasonable time upon the giving of reasonable written
notice to the Security Registrar.

            (o)   The Trustee shall have no obligation or duty to monitor,
determine or inquire as to compliance with any restrictions on transfer imposed
under this Indenture or under applicable law with respect to any transfer of any
interest in any Security (including any transfers between or among Agent Members
or beneficial owners of interests in any Global Security) other than to require
delivery of such certificates and other documentation or evidence as are
expressly required by, and to so if and when expressly required by, the terms of
this Indenture, and to examine the same to determine substantial compliance as
to form with the express requirements thereof.

            Section 3.14. Early Prepayments.

            (a)   Modified Payment Obligations Prior to Vesting Date. Prior to
the Vesting Date, notwithstanding any provision hereof or of any Securities to
the contrary, (i) neither the Company nor any Guarantor shall be obligated to
make any Early Prepayment and (ii) the obligations of the Company and each
Guarantor shall be modified as set forth below. Prior to the Vesting Date, the
Company shall irrevocably deposit, or cause to be irrevocably deposited, on the
relevant Payment Date in respect of any Early Prepayment, in an escrow account
held by the Company, designated as the "Early Prepayment Account" (which account
shall be pledged as security for the benefit of the Holders), an amount equal to
the amount of the relevant Early Prepayment and all amounts of interest thereon
that will accrue, compounded quarterly, to the Vesting Date, minus the total
amount of interest to be generated on the Early Prepayment by such Early

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Prepayment Account, calculated on the basis of the rate of return with respect
to the Early Prepayment Account at the time the relevant Early Prepayment is
deposited therein. Any deposit made by or on behalf of the Company in the Early
Prepayment Account pursuant to this Section 3.14 shall be in lieu of any payment
which the Company would make pursuant to Article Eleven of this Indenture. On
the Vesting Date, the Company shall comply with the terms of Section
3.14(b)(iii) hereof.

            (b)   Treatment of Early Prepayments. Upon acceptance of a Security,
the Holder thereof is deemed to have agreed that, notwithstanding any provision
hereof or of such Security to the contrary, prior to the Vesting Date, subject
to compliance with the provisions of this Section 3.14, neither the Company nor
any Guarantor shall be required to make an Early Prepayment, and:

                  (i)   the amount of any Early Prepayment timely made hereunder
            shall not constitute an overdue amount for any purpose;

                  (ii)  such Securities shall continue to bear interest at the
            rate of interest otherwise provided for with respect to such
            Securities until paid in full; and

                  (iii) at the Payment Date in respect of the relevant Early
            Prepayment, the obligations of the Company and each Guarantor to
            make such Early Prepayment shall be discharged by deposit by or on
            behalf of the Company of the amount of such Early Prepayment in the
            Early Prepayment Account in accordance with Section 3.14(a).

            (c)   Payments on Vesting Date. On the Business Day immediately
following the Vesting Date, all Early Prepayments postponed in accordance with
this Section 3.14 will be payable to Holders and the Company shall remit all
funds in the Early Prepayment Account to a Paying Agent or the Trustee for
payment to the Holders and the Trustee shall apply such amounts to discharge the
Company's obligations in respect of such Early Prepayment. The Company shall
give the Trustee and each Paying Agent written notice of any Early Prepayment
to be made under this subsection (c) at least one Business Day prior to such
Early Prepayment.

            (d)   Limitation on Holder Actions. Prior to the Vesting Date, the
obligations of the Company and each Guarantor hereunder and under the Securities
shall be modified as set forth in this Section 3.14, and neither the Trustee nor
any Holder shall be entitled to take action against the Company or any
Guarantor, or any of their respective subsidiaries or affiliates, or their
respective shareholders, directors, officers, employees or advisors, to enforce
any rights against the Company or any Guarantor which the Trustee or such Holder
would, but for the provisions of this Section 3.14, have had in respect of any
Early Prepayment.

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            Section 3.15. Dollar Constraint.

            (a)   Notice of Dollar Constraint; Appointment of Brazilian Paying
Agent. If a Dollar Constraint occurs, the Company shall, within five Business
Days after the Company becomes aware of such occurrence, deliver to the Trustee
an Officer's Certificate (i) certifying as to the existence of such Dollar
Constraint and the nature thereof and (ii) describing the action that the
Company has taken or intends to take with respect to such Dollar Constraint.
Upon giving notice to the Trustee of the occurrence of such Dollar Constraint,
the Company shall with the prior written approval of the Trustee, appoint a
Paying Agent with an office in Sao Paulo, Brazil (the "Brazilian Paying Agent")
and shall provide the Trustee with written notice thereof. The Company shall, as
soon as practicable after the receipt thereof, give notice to the Holders and
the Trustee of any such certification by the Company, the contents of such
certification, the appointment of the Brazilian Paying Agent, the address of
such Brazilian Paying Agent's office in Sao Paulo and shall provide to the
Holders an Election Notice (as defined in Section 3.15(c) below).

            (b)   Modified Payment Obligations During a Dollar Constraint. If a
Dollar Constraint occurs on, or has occurred and is continuing as of, the date
on which payment in dollars of any Affected Payment shall be due, then, provided
that the Company shall have complied with the terms of Section 3.15(a) above,
notwithstanding any provision hereof or of any Securities to the contrary, (i)
neither the Company nor any Guarantor shall be obligated to make the applicable
Affected Payment in dollars and (ii) the obligations of the Company and each
Guarantor shall be modified as set forth below, unless Brazilian law or
regulation requires otherwise. The amount of any Affected Payment due during any
fiscal year which was not paid by the Company or any Guarantor to the Holders
during such fiscal year as a result of the continuance of a Dollar Constraint
shall be deducted from the amount of "Excess Cash Flow" with respect to such
fiscal year for purposes of calculating the amount payable by the Company with
respect to such fiscal year pursuant to Section 11.02(a).

            (c)   Exercise of Election by Holders.

            (i)   If a Dollar Constraint shall have occurred and be continuing,
      each Holder may, subject to the conditions set forth below, elect in its
      sole discretion to receive any Affected Payment (x) in reais calculated
      using the Exchange Rate in effect on the Business Day immediately
      preceding the relevant Payment Date or (y) outside of Brazil in dollars
      promptly after the Dollar Constraint terminates. Any Holder may make one
      election in accordance with one option in the preceding sentence with
      respect to a portion of the aggregate principal amount of Securities held
      by such Holder and one election in accordance with the other option for
      the remaining portion of the aggregate principal amount of Securities held
      by such Holder. If no election is made by a Holder in accordance with this
      Section 3.15, such Holder shall be deemed to have selected option (y) in
      respect

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      of the entire aggregate principal amount of Securities held by such
      Holder. In order for any such election to be effective, such Holder shall
      deliver, or cause to be delivered, to the Trustee and the Brazilian Paying
      Agent, a notice (an "Election Notice") in the form provided to such Holder
      pursuant to Section 3.15(a) by not later than the date falling five
      Business Days prior to any Payment Date.

            (ii)  The Company shall deposit, or cause to be deposited, on the
      Business Day immediately preceding each scheduled Payment Date during the
      continuation of a Dollar Constraint, in an escrow account held by the
      Brazilian Paying Agent for the benefit of such Holders (which account
      shall be pledged as security for the benefit of the Holders), designated
      as the "Dollar Constraint Payment Account", an amount in reais equal to
      the amount of the relevant Affected Payment (calculated using the Exchange
      Rate in effect on the second Business Day immediately preceding such
      Payment Date) that would have been due and payable on such Payment Date
      but for the continuation of such Dollar Constraint.

            (iii) Any election made pursuant to this Section 3.15(c) shall (x)
      be revocable at any time prior to the fifth Business Day prior to the
      relevant Payment Date by the Holder of the relevant Securities (by means
      of a written notice by such Holder to the Company and the Trustee) and (y)
      apply solely to the Affected Payment in respect of which such election has
      been made and shall bind all subsequent holders of the relevant
      Securities.

            (iv)  To the extent that any Holder elects under Section
      3.15(c)(i)(x) above, to receive payment for any Affected Payment in reais,
      such Holder must have provided in its Election Notice to the Trustee under
      Section 3.15(c)(i) above the details of a reais denominated account in Sao
      Paulo, Brazil to which the Brazilian Paying Agent shall make the relevant
      Affected Payment in reais on the applicable Payment Date.

            (d)   Subsequent Election to Receive Reais on a Payment Date. During
the continuation of a Dollar Constraint, a Holder may, in its sole discretion,
elect to receive in reais any Affected Payment that was not paid in reais
because no effective election was made pursuant to Section 3.15(c)(i)(x), by
electing, not later than the date falling five Business Days prior to any
subsequent Payment Date, to receive such Affected Payment in reais on the same
basis, and subject to the same right of revocation, as set forth in Section
3.15(c) above.

            (e)   Payments During a Dollar Constraint.

            (i)   If an election to receive reais pursuant to Section
      3.15(c)(i)(x) or (d) above is effective with respect to any Affected
      Payment, an amount equal to the amount of such Affected Payment shall be
      transferred by the Company, on or

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<PAGE>

      before the applicable Payment Date, to the Brazilian Paying Agent, which
      shall transfer such reais denominated Affected Payment on such Payment
      Date to the reais account designated by such Holder in the relevant
      Holder's Election Notice (which bank may also be the Brazilian Paying
      Agent).

            (ii)  On the last Business Day of each month during the continuation
      of a Dollar Constraint, the Company shall deposit into the Dollar
      Constraint Payment Account the amount, if any, required in order for the
      balance in such account to be equal to the reais amount (calculated using
      the Exchange Rate in effect on the Business Day immediately preceding the
      date of such deposit) that would be required to satisfy the Company's
      aggregate payment obligations under Section 3.15(j) hereof with respect to
      each outstanding Affected Payment if the date of such deposit had been the
      Dollar Constraint Payment Date (such aggregate amount, the "Required
      Monthly Balance"). If, on the last Business Day of each month during the
      continuation of a Dollar Constraint, the amount on deposit in the Dollar
      Constraint Payment Account exceeds the applicable Required Monthly
      Balance, the Brazilian Paying Agent shall, at the written request of the
      Company (which written request shall include a reasonably detailed
      calculation of such Required Monthly Balance), transfer an amount equal to
      the amount of such excess to a reais account designated by the Company.

            (f)   Matters Relating to Affected Payments During Dollar
Constraint. Upon acceptance of a Security, the Holder thereof is deemed to have
agreed that, notwithstanding any provision hereof or of such Security to the
contrary, upon the occurrence, and during the continuance of, a Dollar
Constraint, subject to compliance by the Company and the Guarantors, as the case
may be, with the provisions of this Section 3.15, neither the Company nor any
Guarantor shall be required to make an Affected Payment, except as expressly
contemplated in this Section 3.15, and, accordingly:

            (i)   interest shall not accrue on any Affected Payment of principal
      or interest timely made or postponed hereunder from the original Payment
      Date for such Affected Payment in respect of any portion of the principal
      amount of Securities held by any Holder for which such Holder shall have
      elected to receive payment in reais pursuant to Section 3.14(c)(i)(x) or
      (d) hereof;

            (ii)  the amount of any Affected Payment timely made or postponed
      hereunder shall not constitute an overdue amount for any purpose;

            (iii) such Securities shall continue to bear interest at the rate of
      interest otherwise provided for with respect to such Securities until paid
      in full; and

            (iv)  on the Payment Date for any Affected Payment with respect to
      which such Holder shall have elected to receive payment in reais pursuant
      to Section 3.14(c)(i)(x) or (d) hereof, the obligations of the Company and
      each

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      Guarantor to make such Affected Payment in dollars shall be discharged by
      payment in reais on such Payment Date;

provided, however, that if the Company or any Guarantor is prevented or
restricted, legally or de facto, from purchasing reais in the exchange markets
in Brazil at the commercial rate of exchange in effect at such time, the Company
or such Guarantor's obligation to make payments on the Securities in reais
during the continuance of a Dollar Constraint shall be suspended until it is no
longer so prevented or restricted.

            Any payment made pursuant to this Section 3.15(f) is in lieu of any
payment which the Company would make pursuant to any other provision of the
Securities.

            (g)   Interest on Certain Affected Payments. During the continuation
of a Dollar Constraint, interest on any portion of the principal amount of
Securities held by any Holder for which such Holder shall have elected to
receive payment in dollars pursuant to Section 3.14(c)(i)(y) hereof shall accrue
and compound quarterly.

            (h)   Termination of a Dollar Constraint. A Dollar Constraint shall
terminate with respect to Affected Payment when the Company is no longer
prevented or restricted, legally or de facto, from purchasing dollars in the
exchange markets in Brazil at the commercial rate of exchange or from remitting
dollars abroad, in connection with making such Affected Payment.

            (i)   Notice of Termination of a Dollar Constraint and Payment.

            (i)   Upon the termination of a Dollar Constraint with respect to
      any Affected Payment, the Company or a Guarantor shall promptly give
      notice to the Trustee and the Brazilian Paying Agent, and if no other
      Dollar Constraint has occurred and is continuing, then the payment by the
      Company of any such Affected Payment in dollars and in an amount
      determined in accordance with Section 3.15(j) below shall be made to the
      relevant Holders five Business Days from the date of such notice (such
      date, a "Dollar Constraint Payment Date").

            (ii)  Upon receipt of notice from the Company or a Guarantor
      pursuant to Section 3.15(i)(i) above, the Trustee shall mail to the
      Holders on behalf of and at the expense of the Company a notice specifying
      the date on which the Dollar Constraint terminated and, if Affected
      Payments are to be paid or are payable, specifying the relevant Dollar
      Constraint Payment Date, the amount to be paid or payable on such date,
      the place or places of payment, that, on and after said date the sole
      right of a Holder to any suspended payment shall be to receive such amount
      as calculated in accordance with Section 3.15(j) below, and that Holders
      who received any Affected Payments in reais in accordance with Section
      3.15(c)(i)(x) or (d) on any Payment Date during the continuance of such
      Dollar

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      Constraint shall not be entitled to receive any further amounts with
      respect to such Affected Payment.

            (j)   Payments on a Dollar Constraint Payment Date. On a Dollar
Constraint Payment Date, postponed or otherwise unpaid Affected Payments on any
Securities shall be payable in dollars and will be equal to the sum of (x) the
amount of Affected Payments previously due on such Securities but not paid
because of the Dollar Constraint and (y) any Additional Amounts in respect of
the payments referred to in clause (x) above, in each case calculated using the
Exchange Rate in effect on the second Business Day immediately preceding such
Dollar Constraint Payment Date. Unless the Company shall be acting as Paying
Agent as provided in Section 10.03, the Company shall, by 10:00 A.M. New York
time, no later than one Business Day prior to such Dollar Constraint Payment
Date, deposit, or cause to be deposited, with the Paying Agent in immediately
available funds a sum sufficient to pay such Affected Payment. Such deposit may
be made, in whole or in part, using funds held by the Brazilian Paying Agent in
the Dollar Constraint Payment Account.

            (k)   Exchange Rate. For the purposes of calculating the amounts in
reais under this Section 3.15, in the event that no Exchange Rate is in effect
with respect to the relevant date of determination, the relevant Exchange Rate
shall be the Exchange Rate that was used to calculate the payment due on the
Payment Date occurring immediately prior to the occurrence of the Dollar
Constraint.

            (l)   Limitation on Holder Actions. Upon the occurrence and during
the continuation of any Dollar Constraint, the obligations of the Company and
each Guarantor hereunder and under the Securities shall be modified as set forth
in this Section 3.15, and neither the Trustee nor any Holder shall be entitled
to take action against the Company or any Guarantor, or any of their respective
subsidiaries or affiliates, or their respective shareholders, directors,
officers, employees or advisors, to enforce any rights against the Company or
any Guarantor which the Trustee or such Holder would, but for the provisions of
this Section 3.15, have had in respect of any Affected Payment.

                                  Article Four

                        DEFEASANCE OR COVENANT DEFEASANCE

            Section 4.01. Company's Option to Effect Defeasance or Covenant
Defeasance.

            The Company may, at its option by Board Resolution, at any time
terminate certain of the obligations of the Company and any Guarantor with
respect to Outstanding Securities, as set forth in this Article, and elect to
have either Section 4.02 or Section 4.03 be applied to all of the Outstanding
Securities (the "Defeased Securities"), upon compliance with the conditions set
forth below in this Article Four.

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            Section 4.02. Defeasance and Discharge.

            Upon the Company's exercise under Section 4.01 of the option
applicable to this Section 4.02, the Company and each Guarantor shall be deemed
to have been discharged from its obligations with respect to the Defeased
Securities on the date the conditions set forth below are satisfied
(hereinafter, "defeasance"). For this purpose, such defeasance means that the
Company shall be deemed to have paid and discharged the entire indebtedness
represented by the Defeased Securities, which shall thereafter be deemed to be
"Outstanding" only for the purposes of Section 4.05 and the other Sections of
this Indenture referred to in (a) and (b) below, and to have satisfied all its
other obligations under such Securities and this Indenture insofar as such
Securities are concerned (and the Trustee, at the expense of the Company, and,
upon Company Request, shall execute proper instruments acknowledging the same),
except for the following, which shall survive until otherwise terminated or
discharged hereunder: (a) the rights of Holders of Defeased Securities to
receive, solely from the trust fund described in Section 4.04 and as more fully
set forth in such Section, payments in respect of the principal of and interest
on such Securities when such payments are due, (b) the Company's obligations
with respect to such Defeased Securities under Sections 1.17, 1.18, 3.04, 3.05,
3.06, 7.01, 10.01, 10.03, 10.10, 10.11 (but only to the extent such section is
applicable to Default of an Indenture Obligation not defeased), and 10.12 (for
the purposes of applying Section 10.12, if the Trustee (or any qualifying
trustee pursuant to Section 4.04) is required by law or by the administration or
interpretation thereof to withhold or deduct any amount for or on account of
Taxes from any payment made from the trust fund described in Section 4.04 under
or with respect to the Securities, such payment shall be deemed to have been
made by the Company and the Company shall be deemed to have been so required to
deduct or withhold) and (c) the rights, powers, trusts, duties and immunities of
the Trustee hereunder, including, without limitation, the Trustee's rights under
Section 6.07, and (d) this Article Four. Subject to compliance with this Article
Four, the Company may exercise its option under this Section 4.02
notwithstanding the prior exercise of its option under Section 4.03 with respect
to the Securities.

            Section 4.03. Covenant Defeasance.

            Upon the Company's exercise under Section 4.01 of the option
applicable to this Section 4.03, the Company and each Guarantor, if any, shall
be released from its obligations under any covenant or provision contained in
Sections 10.04, 10.05, 10.06, 10.07, 10.08, 10.09 and Sections 10.13 through
10.27 and the provisions of Article Eight shall not apply, with respect to the
Defeased Securities on and after the date the conditions set forth below are
satisfied (hereinafter, "covenant defeasance"), and the Defeased Securities
shall thereafter be deemed not to be "Outstanding" for the purposes of any
direction, waiver, consent or declaration or Act of Holders (and the
consequences of any thereof) in connection with such covenants, but shall
continue to be deemed

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<PAGE>

"Outstanding" for all other purposes hereunder. For this purpose, such covenant
defeasance means that, with respect to the Defeased Securities, the Company and
each Guarantor, if any, may omit to comply with and shall have no liability in
respect of any term, condition or limitation set forth in any such Section or
Article, whether directly or indirectly, by reason of any reference elsewhere
herein to any such Section or Article or by reason of any reference in any such
Section or Article to any other provision herein or in any other document and
such omission to comply shall not constitute a Default or an Event of Default
under Section 5.01(e) or, to the extent it relates to such Section or Article,
Section 5.01(d), but, except as specified above, the remainder of this Indenture
and such Defeased Securities shall be unaffected thereby.

            Section 4.04. Conditions to Defeasance or Covenant Defeasance.

            The following shall be the conditions to application of either
Section 4.02 or Section 4.03 to the Defeased Securities:

            (1)   The Company shall irrevocably have deposited or caused to be
      deposited with the Trustee (or another trustee satisfying the requirements
      of Section 6.09 who shall agree to comply with the provisions of this
      Article Four applicable to it) as trust funds in trust for the purpose of
      making the following payments, specifically pledged as security for, and
      dedicated solely to, the benefit of the Holders of such Securities, (a)
      money, in United States dollars, in an amount, or (b) U.S. Government
      Obligations which through the scheduled payment of principal and interest
      in respect thereof in accordance with their terms will provide, not later
      than one day before the due date of any payment, money, in United States
      dollars, in an amount, or (c) a combination thereof, in any such case,
      sufficient, in the opinion of a nationally recognized investment banking
      firm or firm of independent public accountants expressed in a written
      certification thereof delivered to the Trustee, to pay and discharge and
      which shall be applied by the Trustee (or other qualifying trustee) to pay
      and discharge, the principal of and interest on the Defeased Securities
      (including any Additional Amounts payable in respect thereof) on the
      scheduled principal repayment dates or any other Payment Date in respect
      of such principal or installment of principal or interest; provided,
      however, that the Trustee shall have been irrevocably instructed to apply
      such money or the proceeds of such U.S. Government Obligations to said
      payments with respect to the Securities; and provided, further, that from
      and after the time of deposit, the money or U.S. Government Obligations
      deposited shall not be subject to the rights of the holders of other
      Indebtedness of the Company or any Guarantor;

            (2)   No Default shall have occurred and be continuing on the date
      of such deposit or, insofar as Section 5.01(i), (j), (k) or (l) is
      concerned, at any time during the period ending on the ninety-first day
      after the date of such deposit (it

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      being understood that this condition shall not be deemed satisfied until
      the expiration of such period);

            (3)   Neither the Company nor any Guarantor of the Company is an
      "insolvent person" within the meaning of any applicable Bankruptcy Law on
      the date of such deposit or at any time during the period ending on the
      ninety-first day after the date of such deposit (it being understood that
      this condition shall not be deemed satisfied until the expiration of such
      period);

            (4)   Such defeasance or covenant defeasance shall not cause the
      Trustee for the Securities to have a conflicting interest in violation of
      Section 6.08 and for purposes of the Trust Indenture Act with respect to
      any securities of the Company or any Guarantor;

            (5)   Such defeasance or covenant defeasance shall not result in a
      breach or violation of, or constitute a default under, this Indenture or
      any other agreement or instrument to which the Company or any Guarantor is
      a party or by which it is bound;

            (6)   In the case of an election under Section 4.02, the Company
      shall have delivered to the Trustee an Opinion of Counsel in the United
      States reasonably acceptable to the Trustee stating that (x) the Company
      has received from, or there has been published by, the Internal Revenue
      Service a ruling or (y) since the date hereof, there has been a change in
      the applicable United States Federal income tax law, in either case to the
      effect that, and based thereon such opinion shall confirm that, the
      Holders of the Outstanding Securities will not recognize income, gain or
      loss for United States Federal income tax purposes as a result of such
      defeasance and will be subject to United States Federal income tax on the
      same amounts, in the same manner and at the same times as would have been
      the case if such defeasance had not occurred;

            (7)   In the case of an election under Section 4.03, the Company
      shall have delivered to the Trustee an Opinion of Counsel of United States
      counsel to the effect that the Holders of the Outstanding Securities will
      not recognize income, gain or loss for United States Federal income tax
      purposes as a result of such covenant defeasance and will be subject to
      United States Federal income tax on the same amounts, in the same manner
      and at the same times as would have been the case if such covenant
      defeasance had not occurred;

            (8)   The Company shall have delivered to the Trustee an Opinion of
      Counsel of Brazilian counsel reasonably acceptable to the Trustee to the
      effect that the Holders of the Outstanding Securities will not recognize
      income, gain or loss for Brazilian federal or state income tax or other
      tax purposes as a result of such defeasance or covenant defeasance, as
      applicable, and will be subject to

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      Brazilian federal and state income tax and other tax on the same amounts,
      in the same manner and at the same times as would have been the case if
      such defeasance or covenant defeasance, as applicable, had not occurred.
      Notwithstanding anything to the contrary in this Indenture, this condition
      may not be waived by any Holder or the Trustee;

            (9)   The Company shall have delivered to the Trustee, an Opinion of
      Counsel to the effect that, (x) the trust funds established pursuant to
      this Article will not be subject to any rights of any other creditors of
      the Company, any of its Affiliates or Subsidiaries or of any Guarantor or
      holders of other Indebtedness of the Company, any of its Affiliates or
      Subsidiaries or of any Guarantor, and (y) immediately following the
      ninety-first day after the deposit, the trust funds established pursuant
      to this Article will not be subject to the effect of any applicable
      bankruptcy, insolvency, reorganization or similar laws affecting
      creditors' rights generally;

            (10)  The Company shall have delivered to the Trustee an Officers'
      Certificate stating that the deposit made by the Company pursuant to its
      election under Section 4.02 or 4.03 was not made by the Company with the
      intent of preferring the Holders or any Guarantor over the other creditors
      of the Company or with the intent of defeating, hindering, delaying or
      defrauding creditors of the Company or others; and

            (11)  The Company shall have delivered to the Trustee an Officers'
      Certificate and an Opinion of Counsel of counsel in the United States, and
      the Federative Republic of Brazil, in each case stating that (i) all
      conditions precedent (other than conditions requiring the passage of time)
      provided for relating to either the defeasance under Section 4.02 or the
      covenant defeasance under Section 4.03 (as the case may be) have been
      complied with as contemplated by this Section 4.04 and (ii) if any other
      Indebtedness of the Company or any Guarantor shall then be outstanding or
      committed, such defeasance or covenant defeasance will not violate the
      provisions of the agreements or instruments evidencing such Indebtedness.

            Opinions required to be delivered under this Section may rely on
officer's certificates as to any matter of fact and have such qualifications as
are customary for opinions of the type required and acceptable to the Trustee.

            Section 4.05. Deposited Money and U.S. Government Obligations to Be
Held in Trust; Other Miscellaneous Provisions.

            Subject to the provisions of the last paragraph of Section 10.03,
all money and U.S. Government Obligations (including the proceeds thereof)
deposited with the Trustee (or other person that would qualify to act as
successor trustee under Article Six,

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collectively for purposes of this Section 4.05, the "Trustee") pursuant to
Section 4.04 in respect of the Defeased Securities shall be held in trust and
applied by the Trustee, in accordance with the provisions of such Securities and
this Indenture, to the payment, either directly or through any Paying Agent
(other than the Company) as the Trustee may determine, to the Holders of such
Securities of all sums due and to become due thereon in respect of principal and
interest, but such money need not be segregated from other funds except to the
extent required by law.

            The Company shall pay and indemnify the Trustee and hold it harmless
against any tax, fee or other charge imposed on or assessed against the U.S.
Government Obligations deposited pursuant to Section 4.04 or the principal and
interest received in respect thereof other than any such tax, fee or other
charge which by law is for the account of the Holders of the Defeased
Securities.

            Anything in this Article Four to the contrary notwithstanding, the
Trustee shall deliver or pay to the Company from time to time upon Company
Request any money or U.S. Government Obligations held by it as provided in
Section 4.04 which, in the opinion of an internationally recognized firm of
independent public accountants expressed in a written certification thereof
delivered to the Trustee, are in excess of the amount thereof which would then
be required to be deposited to effect an equivalent defeasance or covenant
defeasance.

            Section 4.06. Reinstatement.

            If the Trustee or Paying Agent is unable to apply any money or U.S.
Government obligations in accordance with Section 4.02 or 4.03, as the case may
be, by reason of any order or judgment of any court or governmental authority
enjoining, restraining or otherwise prohibiting such application, then the
obligations of the Company and of any Guarantor under this Indenture and the
Securities shall be revived and reinstated as though no deposit had occurred
pursuant to Section 4.02 or 4.03, as the case may be, until such time as the
Trustee or Paying Agent is permitted to apply all such money and U.S. Government
Obligations in accordance with Section 4.02 or 4.03, as the case may be;
provided, however, that if the Company makes any payment of principal or
interest on any Security following the reinstatement of its obligations, the
Company shall be subrogated to the rights of the Holders of such Securities to
receive such payment from the money and U.S. Government Obligations held by the
Trustee or Paying Agent.

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                                  ARTICLE FIVE

                                    REMEDIES

            Section 5.01. Events of Default.

            "Event of Default," wherever used herein, means any one of the
following events (whatever the reason for such Event of Default and whether it
shall be voluntary or involuntary or be effected by operation of law or pursuant
to any judgment, decree or order of any court or any order, rule or regulation
of any administrative or governmental body):

            (a)   subject to the terms of Sections 3.14 and 3.15, default in the
      payment of principal of any Security when due (whether at maturity, on any
      payment date, upon prepayment in connection with a mandatory prepayment,
      or otherwise);

            (b)   subject to the terms of Sections 3.14 and 3.15, default for 30
      days or more in the payment when due of interest on any Security;

            (c)   any failure by Net, the Company or any other Restricted
      Subsidiary to perform or comply with the provisions described under
      Article Eight;

            (d)   the failure by Net, the Company or any other Restricted
      Subsidiary to comply with any of its obligations under Sections 10.13,
      10.15, 10.16, 10.17, 10.18, 10.19, 10.20, 10.21, 10.22, 10.23, 10.24,
      10.25, 10.26 and 10.27 and the continuance of such failure for a period of
      30 days or more after written notice specifying such failure and requiring
      the same to be remedied and stating that such notice is a "Notice of
      Default" hereunder shall have been given (i) to the Company by the Trustee
      or (ii) to the Company and the Trustee by the Holders of at least a
      majority in aggregate principal amount of the Securities then Outstanding;

            (e)   failure by Net, the Company or any other Restricted Subsidiary
      to perform or comply with any other covenants or agreements of Net, the
      Company or any other Restricted Subsidiary under this Indenture or the
      Securities and such default continues unremedied for 45 days after (i)
      Net, the Company or such other applicable Restricted Subsidiary has actual
      knowledge or (ii) written notice specifying such default and requiring the
      same to be remedied and stating that such notice is a "Notice of Default"
      hereunder shall have been given (A) to the Company by the Trustee or (B)
      to the Company and the Trustee by the Holders of at least a majority in
      aggregate principal amount of the Securities then Outstanding;

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            (f)   (i) the failure by Net, the Company or any other Restricted
      Subsidiaries, as applicable, to pay any principal of, premium or interest
      on or any other amount payable in respect of any Debt Instrument (other
      than this Indenture and the Securities) when the same becomes due and
      payable (whether by scheduled maturity, required prepayment, acceleration,
      demand or otherwise), or (ii) any other event shall occur or condition
      exist under any Debt Instrument (other than this Indenture and the
      Securities), if the effect of such event or condition, after the lapse or
      expiration of any grace period applicable thereto, is to accelerate, or to
      permit the acceleration of, the maturity of the Indebtedness evidenced by
      such Debt Instrument, and such grace period has lapsed or expired, or any
      such Indebtedness shall be declared due and payable prior to its stated
      maturity;

            (g)   (i) the failure by Net, the Company or any other Restricted
      Subsidiary, as applicable, to pay any principal of, premium or interest on
      or any other amount payable in respect of any mortgage, indenture or
      instrument under which there may be issued or by which there may be
      secured or evidenced Indebtedness for money borrowed by Net, the Company
      or any other Restricted Subsidiary (or the payment of which is guaranteed
      by Net, the Company or any other Restricted Subsidiary) (other than this
      Indenture and the Securities) whether such Indebtedness or guarantee
      exists at the time of or after the date of this Indenture, when the same
      becomes due and payable (whether by scheduled maturity, required
      prepayment, acceleration, demand or otherwise), or (ii) any other event
      shall occur or condition exist under any such mortgage, indenture or
      instrument (other than this Indenture and the Securities), if the effect
      of such event or condition, after the lapse or expiration of any grace or
      cure period applicable thereto, is to accelerate, or to permit the
      acceleration of, the maturity of the Indebtedness evidenced thereby, and
      such grace or cure period has lapsed or expired, or any such Indebtedness
      shall be declared due and payable prior to its stated maturity; provided,
      in each case, that the aggregate principal amount of such Indebtedness
      exceeds R$30 million (as such amount is increased annually by the IGP-M
      Adjustment, beginning January 1, 2004), or its equivalent in another
      currency or currencies (calculated, in the case of Indebtedness
      denominated in dollars, using the Exchange Rate in effect on the date of
      occurrence of such failure or other event);

            (h)   the entry of judgments for the payment of money against Net,
      the Company and/or any other Restricted Subsidiaries either individually
      or in the aggregate exceeding R$30 million (as such amount is increased
      annually by the IGP-M Adjustment, beginning January 1, 2004), or its
      equivalent in another currency or currencies (calculated, in the case of
      any U.S. Dollar judgment, using the Exchange Rate in effect on the date of
      the entry of such judgment), which is not discharged, or bonded or insured
      by a third Person and with respect to which a

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      period of 30 consecutive days has passed during which a stay of
      enforcement, by reason of a pending appeal or right of appeal, the posting
      of a guarantee or bond or otherwise, has not been in effect;

            (i)   Net, the Company or any other Restricted Subsidiary pursuant
      to or under or within the meaning of any Bankruptcy Law:

                  (i)   commences a voluntary case or proceeding;

                  (ii)  consents to the making of a Bankruptcy Order in an
            involuntary case or proceeding or the commencement of any case
            against it;

                  (iii) consents to the appointment of, or taking possession by,
            a Custodian of it or for any substantial part of its property;

                  (iv)  makes a general assignment for the benefit of its
            creditors or files a proposal or other scheme or arrangement
            involving the rescheduling or composition of its indebtedness;

                  (v)   files a petition in bankruptcy or an answer or consent
            seeking reorganization or relief;

                  (vi)  shall admit in writing its inability to pay its debts
            generally as they become due; or

                  (vii) consents to the filing of a petition in bankruptcy;

      which, in each case, is not fully secured by a deposito elisivo;

            (j)   a court of competent jurisdiction in any involuntary case or
      proceeding enters a Bankruptcy Order against Net, the Company or any other
      Restricted Subsidiary, and such Bankruptcy Order remains unstayed and in
      effect for 30 consecutive days;

            (k)   a Custodian shall be appointed out of court (other than under
      any circumstance described in the preceding paragraph (i) or (j)) with
      respect to Net, the Company or any other Restricted Subsidiary or with
      respect to all or any substantial part of the assets or properties of the
      Company or any Restricted Subsidiary, and such appointment shall remain
      unstayed and in effect for 30 consecutive days;

            (l)   all or a substantial part of the assets of Net, the Company
      and the other Restricted Subsidiaries, taken as a whole, are condemned,
      seized, expropriated, nationalized or otherwise appropriated, or custody
      of such assets is

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      assumed by any Brazilian governmental authority or court or other Person
      acting under the authority of the Brazilian government and such default is
      not remedied within 60 days after it occurs;

            (m)   any Guarantee of the Securities by a Guarantor ceases to be in
      full force and effect or is declared null and void or any Guarantor fails
      to comply with its obligations under such Guarantee or denies that it has
      any further liability under such Guarantee or gives notice to that effect
      (other than by reason of the termination of this Indenture or the release
      of any Guarantor from its Guarantee of the Securities in accordance with
      this Indenture);

            (n)   Net, the Company or any other Restricted Subsidiary defaults
      in its obligations under the Security Documents pursuant to their
      respective terms; and such default remains unremedied after the expiration
      of any grace period specified therein;

            (o)   either (i) any Transaction Document, or any part of a
      Transaction Document, ceases to be in full force and effect or binding and
      enforceable against the Company or a Restricted Subsidiary or admissible
      in evidence in the courts of Brazil, or it becomes unlawful for Net, the
      Company or another Restricted Subsidiary to perform its obligations under
      any of the Transaction Documents to which it is a party or (ii) Net, the
      Company or any other Restricted Subsidiary contests the enforceability of
      any of the Transaction Documents or denies that it has liability under the
      Transaction Documents to which it is a party;

            (p)   subject to the terms of Section 3.15, any inability of Net,
      the Company or any other Restricted Subsidiary to receive or remit U.S.
      Dollars necessary to pay obligations under the Securities or this
      Indenture which results from: (i) any law, regulation, directive,
      communication or action imposed, issued or taken by the government of
      Brazil, the Central Bank of Brazil or any competent governmental authority
      in Brazil imposing foreign exchange restrictions, (ii) any declaration of
      a banking moratorium or suspension of payments by banks in Brazil or (iii)
      any war, civil strife or other similar events or escalation thereof in
      which Brazil is involved, which, in any case, will have the effect of
      prohibiting, preventing or delaying the payments in dollars to the Holders
      (any such event or occurrence, a "Dollar Constraint");

            (q)   the occurrence of a Change of Control; or

            (r)   any representation or warranty made by Net or any other
      Restricted Subsidiary in the Intercreditor Agreement or the Common Terms
      Agreement shall prove to have been incorrect in any material respect when
      made.

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            Notwithstanding the foregoing, no default, event of default, or
judgments under or relating to the Nonparticipating Debt shall constitute an
Event of Default under the terms of the Securities or this Indenture.

            Section 5.02. Acceleration of Maturity; Rescission and Annulment.

            If an Event of Default (other than an Event of Default specified in
Section 5.01(i), (j) or (k) with respect to the Company or a Guarantor or the
Event of Default specified in Section 5.01(l)) occurs and is continuing, the
Trustee shall upon the request of the Holders of not less than a majority in
aggregate principal amount of the Securities Outstanding, by written notice to
the Company, declare all principal of and any accrued and unpaid interest to the
date the Securities become due and payable on all outstanding Securities (and
any Additional Amounts relating thereto) to be immediately due and payable. Upon
any such declaration such principal and interest and any Additional Amounts with
respect thereto, shall become immediately due and payable. If an Event of
Default specified in Section 5.01(i), (j) or (k) with respect to the Company or
any Guarantor or Section 5.01(l) occurs and is continuing, then the principal of
and accrued and unpaid interest, if any, on all the Securities and any
Additional Amounts with respect thereto shall ipso facto become and be
immediately due and payable without any declaration or other act on the part of
the Trustee or any Holder.

            At any time after a declaration of acceleration has been made or
after any ipso facto acceleration following an Event of Default specified in
Section 5.01(i), (j) or (k) with respect to the Company or a Guarantor or in
Section 5.01(l) above and, in any such case, before a judgment or decree for
payment of the money due has been obtained by the Trustee as hereinafter
provided in this Article, the Holders of a majority in aggregate principal
amount of the Securities Outstanding, by written notice to the Trustee, may
rescind and annul such declaration of acceleration or such ipso facto
acceleration following an Event of Default specified in Section 5.01(i), (j),
(k) or (l), as the case may be, and its consequences if:

            (a)   the Company has paid or deposited with the Trustee a sum
      sufficient to pay

                  (i)   all amounts due the Trustee under Section 6.07,
            including the reasonable compensation, fees, expenses, disbursements
            and advances of the Trustee, its agents and counsel,

                  (ii)  all overdue interest on all Securities (including any
            Additional Amounts payable in respect thereof),

                  (iii) the principal of any Securities (including any
            Additional Amounts payable in respect thereof) which have become due
            otherwise than by such declaration of acceleration and interest
            thereon (including

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<PAGE>

            any Additional Amounts payable in respect thereof) at the rate then
            borne by the Securities, and

                  (iv)  to the extent that payment of such interest is lawful,
            interest (including any Additional Amounts payable in respect
            thereof) upon overdue interest at the rate then borne by the
            Securities;

            (b)   all Events of Default, other than the non-payment of principal
      of and any accrued and unpaid interest on the Securities which have become
      due solely as a result of such declaration of acceleration, have been
      cured or waived as provided in Section 5.13; and

            (c)   such rescission or annulment of such declaration of
      acceleration would not conflict with any judgment or decree of any court
      of competent jurisdiction.

            No such rescission shall affect any subsequent Default or impair any
right consequent thereon.

            Section 5.03. Collection of Indebtedness and Suits for Enforcement
by Trustee.

            The Company and each Guarantor covenant that if:

            (a)   default is made in the payment of any interest on any Security
      when such interest becomes due and payable and such default continues for
      a period of 30 days or more; or

            (b)   default is made in the payment or prepayment of the principal
      of any Security at the relevant scheduled principal payment date
      determined in accordance with Section 3.01 and/or Article Eleven hereof,
      as the case may be;

the Company and each Guarantor shall, jointly and severally, upon demand of the
Trustee, pay to the Trustee, for the benefit of the Holders of such Securities,
the whole amount then due and payable on such Securities for principal and
interest, with interest upon the overdue principal and, to the extent that
payment of such interest shall be legally enforceable, upon overdue installments
of interest, at the rate then borne by the Securities; and, in addition thereto,
such further amount as shall be sufficient to cover the costs and expenses of
collection, including the reasonable compensation, fees, expenses, disbursements
and advances of the Trustee, its agents and counsel and any other amounts due
the Trustee under Section 6.07 hereof.

            If the Company and each Guarantor fail to pay such amounts forthwith
upon such demand, the Trustee, in its own name and as trustee of an express
trust, may,

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but is not obligated under this paragraph to, institute a judicial proceeding
for the collection of the sums so due and unpaid and may, but is not obligated
under this paragraph to, prosecute such proceeding to judgment or final decree,
and may, but is not obligated under this paragraph to, enforce the same against
the Company, any Guarantor or any other obligor upon the Securities and collect
the moneys adjudged or decreed to be payable in the manner provided by law out
of the property of the Company or any Guarantor or any other obligor upon the
Securities, wherever situated.

            If an Event of Default occurs and is continuing, the Trustee may in
its discretion, but is not obligated under this paragraph to, (i) proceed to
protect and enforce its rights and the rights of the Holders under this
Indenture or any Securities by such appropriate private or judicial proceedings
as the Trustee shall deem most effectual to protect and enforce such rights,
whether for the specific enforcement of any covenant or agreement contained in
this Indenture or in aid of the exercise of any power granted herein, including,
without limitation, seeking recourse against any Guarantor or (ii) proceed to
protect and enforce any other proper remedy, including, without limitation,
seeking recourse against any Guarantor. No recovery of any such judgment upon
any property of the Company or any Guarantor shall affect or impair any rights,
powers or remedies of the Trustee or the Holders.

            Section 5.04. Trustee May File Proofs of Claim.

            In case of the pendency of any receivership, insolvency,
liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or
other judicial proceeding relative to the Company or any other obligor upon the
Securities, including each Guarantor, or the property of the Company or of such
other obligor or their creditors, the Trustee (irrespective of whether the
principal of the Securities shall then be due and payable as therein expressed
or by declaration or otherwise and irrespective of whether the Trustee shall
have made any demand on the Company for the payment of overdue principal or
interest) shall be entitled and empowered, by intervention in such proceeding or
otherwise, but is not obligated under this paragraph

            (a)   to file and prove a claim for the whole amount of principal
      and interest owing and unpaid in respect of the Securities and to file
      such other papers or documents as may be necessary or advisable in order
      to have the claims of the Trustee (including any claim for the reasonable
      compensation, fees, expenses, disbursements and advances of the Trustee,
      its agents and counsel and any other amounts due the Trustee under Section
      6.07 hereof) and of the Holders allowed in such judicial proceeding, and

            (b)   to collect and receive any moneys or other property payable or
      deliverable on any such claims and to distribute the same;

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and any Custodian, in any such judicial proceeding is hereby authorized by each
Holder to make such payments to the Trustee and, in the event that the Trustee
shall consent to the making of such payments directly to the Holders, to pay the
Trustee any amount due it for the reasonable compensation, fees, expenses,
disbursements and advances of the Trustee, its agents and counsel, and any other
amounts due the Trustee under Section 6.07 hereof.

            Nothing herein contained shall be deemed to authorize the Trustee to
authorize or consent to or accept or adopt on behalf of any Holder any plan of
reorganization, arrangement, adjustment or composition affecting the Securities
or the rights of any Holder thereof, or to authorize the Trustee to vote in
respect of the claim of any Holder in any such proceeding.

            Section 5.05. Trustee May Enforce Claims Without Possession of
Securities.

            All rights of action and claims under this Indenture or the
Securities may be prosecuted and enforced by the Trustee without the possession
of any of the Securities or the production thereof in any proceeding relating
thereto, and any such proceeding instituted by the Trustee shall be brought in
its own name and as trustee of an express trust, and any recovery of judgment
shall, after provision for the payment of the reasonable compensation, fees,
expenses, disbursements and advances of the Trustee, its agents and counsel, and
any other amounts due the Trustee under Section 6.07 hereof, be for the ratable
benefit of the Holders of the Securities in respect of which such judgment has
been recovered.

            Section 5.06. Application of Money Collected.

            Any money collected by the Trustee pursuant to this Article and,
after an Event of Default, any money or other property distributable in respect
of the Indenture Obligations, shall be applied in the following order, at the
date or dates fixed by the Trustee and, in case of the distribution of such
money on account of principal or interest, upon presentation of the Securities
and the notation thereon of the payment if only partially paid and upon
surrender thereof if fully paid:

            First: to the Trustee in payment for all amounts due the Trustee
(including any predecessor Trustee) under Section 6.07;

            Second: to Holders for interest accrued on the Securities (including
Additional Amounts payable in respect thereof), ratably, without preference or
priority of any kind, according to the amounts due and payable on the Securities
for interest;

            Third: to Holders for principal amounts owing under the Securities
(including Additional Amounts payable in respect thereof), ratably, without
preference or

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priority of any kind, according to the amounts due and payable on the Securities
for principal;

            Fourth: to Holders for any other amounts owing under the Securities,
ratably, without preference or priority of any kind; and

            Fifth: the balance, if any, to the Company or, to the extent the
Trustee collects or there is otherwise so distributable any amounts from any
Guarantor, to such Guarantor.

            The Trustee, upon prior written notice to the Company, may fix a
record date and payment date for any payment to Holders pursuant to this Section
5.06.

            Section 5.07. Limitation on Suits.

            No Holder of any Securities shall have any right to institute any
proceeding, judicial or otherwise, with respect to this Indenture, or for the
appointment of a receiver or trustee, or for any other remedy hereunder, unless

            (a)   such Holder has previously given written notice to the Trustee
      of a continuing Event of Default;

            (b)   the Holders of not less than a majority in principal amount of
      the Outstanding Securities shall have made written request to the Trustee
      to institute proceedings in respect of such Event of Default in its own
      name as Trustee hereunder;

            (c)   such Holder or Holders have offered to the Trustee reasonable
      indemnity against the costs, expenses and liabilities to be incurred in
      compliance with such request;

            (d)   the Trustee for 45 days after its receipt of such notice,
      request and offer of indemnity has failed to institute any such
      proceeding; and

            (e)   no direction inconsistent with such written request has been
      given to the Trustee during such 45-day period by the Holders of a
      majority in aggregate principal amount of the Outstanding Securities;

it being understood and intended that no one or more Holders shall have any
right in any manner whatever by virtue of, or by availing of, any provision of
this Indenture or any Security to affect, disturb or prejudice the rights of any
other Holders, or to obtain or to seek to obtain priority or preference over any
other Holders or to enforce any right under this Indenture or any Security,
except in the manner provided in this Indenture and for the equal and ratable
benefit of all the Holders.

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            Section 5.08. Unconditional Right of Holders to Receive Principal
and Interest.

            Subject to the terms of Sections 3.14 and 3.15 of this Indenture,
the Holder of any Security shall have the right, which is absolute and
unconditional, to receive cash payment, in dollars, of the principal of and,
subject to Section 3.06 hereof, interest on such Security (including any
Additional Amounts payable in respect thereof) on the respective Payment Date
expressed in such Security (or, in the case of prepayment, on the respective
Prepayment Date) and to institute suit for the enforcement of any such payment,
and such rights shall not be impaired without the consent of such Holder.

            Section 5.09. Restoration of Rights and Remedies.

            If the Trustee or any Holder has instituted any proceeding to
enforce any right or remedy under this Indenture or any Security and such
proceeding has been discontinued or abandoned for any reason, or has been
determined adversely to the Trustee or to such Holder, then and in every such
case the Company, each of the Guarantors, the Trustee and the Holders shall,
subject to any determination in such proceeding, be restored severally and
respectively to their former positions hereunder, and thereafter all rights and
remedies of the Trustee and the Holders shall continue as though no such
proceeding had been instituted.

            Section 5.10. Rights and Remedies Cumulative.

            Except as provided in Section 3.05, no right or remedy herein
conferred upon or reserved to the Trustee or to the Holders is intended to be
exclusive of any other right or remedy, and every right and remedy shall, to the
extent permitted by law, be cumulative and in addition to every other right and
remedy given hereunder or now or hereafter existing at law or in equity or
otherwise. The assertion or employment of any right or remedy hereunder, or
otherwise, shall not prevent the concurrent assertion or employment of any other
appropriate right or remedy.

            Section 5.11. Delay or Omission Not Waiver.

            No delay or omission of the Trustee or of any Holder of any Security
to exercise any right or remedy accruing upon any Event of Default shall impair
any such right or remedy or constitute a waiver of any such Event of Default or
an acquiescence therein. Every right and remedy given by this Article or by law
to the Trustee or to the Holders may be exercised from time to time, and as
often as may be deemed expedient, by the Trustee or by the Holders, as the case
may be.

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            Section 5.12. Control by Majority.

            The Holders of a majority in aggregate principal amount of the
Outstanding Securities shall have the right to direct the time, method and place
of conducting any proceeding for any remedy available to the Trustee, or
exercising any trust or power conferred on the Trustee, provided, however, that:

            (a)   such direction shall not be in conflict with any rule of law
      or with this Indenture or any Security or expose the Trustee to personal
      liability; and

            (b)   the Trustee may take any other action deemed proper by the
      Trustee which is not inconsistent with such direction.

            Section 5.13. Waiver of Past Defaults.

            The Holders of not less than a majority in aggregate principal
amount of the Outstanding Securities may on behalf of the Holders of all the
Securities waive any past Default hereunder and its consequences, except a
Default

            (a)   in the cash payment in United States dollars of the principal
      of or interest on any Security and any Additional Amount payable in
      respect thereof, or

            (b)   in respect of a covenant or provision hereof which under
      Article Nine cannot be modified or amended without the consent of the
      Holder of each Outstanding Security affected thereby.

            Upon any such waiver, such Default shall cease to exist, and any
Event of Default arising therefrom shall be deemed to have been cured, for every
purpose of this Indenture; but no such waiver shall extend to any subsequent or
other Default or Event of Default or impair any right consequent thereon.

            Section 5.14. Undertaking for Costs.

            All parties to this Indenture agree, and each Holder of any Security
by its acceptance thereof shall be deemed to have agreed, that any court may in
its discretion require, in any suit for the enforcement of any right or remedy
under this Indenture, or in any suit against the Trustee for any action taken,
suffered or omitted by it as Trustee, the filing by any party litigant in such
suit of an undertaking to pay the costs of such suit, and that such court may in
its discretion assess reasonable costs, including reasonable attorneys' fees,
against any party litigant in such suit, having due regard to the merits and
good faith of the claims or defenses made by such party litigant; but the
provisions of this Section shall not apply to any suit instituted by the
Trustee, to any suit instituted by any Holder, or group of Holders, holding in
the aggregate more than 10% in principal amount of the Outstanding Securities,
or to any suit instituted by any Holder for the enforcement

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of the payment of the principal of or interest on any Security on or after the
respective Stated Maturities expressed in such Security (or, in the case of
prepayment, on or after the respective Prepayment Dates).

            Section 5.15. Waiver of Stay, Extension or Usury Laws.

            Each of the Company and the Guarantors covenants (to the extent that
it may lawfully do so) that it will not at any time insist upon, or plead, or in
any manner whatsoever claim or take the benefit or advantage of, any stay or
extension law or any usury or other law wherever enacted, now or at any time
hereafter in force, which would prohibit or forgive the Company or any Guarantor
from paying all or any portion of the principal of or interest on the Securities
contemplated herein or in the Securities or which may affect the covenants or
the performance of this Indenture; and each of the Company and the Guarantors
(to the extent that it may lawfully do so) hereby expressly waives all benefit
or advantage of any such law, and covenants that it will not hinder, delay or
impede the execution of any power herein granted to the Trustee, but will suffer
and permit the execution of every such power as though no such law had been
enacted.

                                  ARTICLE SIX

                          THE TRUSTEE AND OTHER AGENTS

            Section 6.01. Certain Duties and Responsibilities.

            (a)   Except during the continuance of an Event of Default,

            (i)   the Trustee undertakes to perform such duties and only such
      duties as are specifically set forth in this Indenture, and no implied
      covenants or obligations shall be read into this Indenture against the
      Trustee; and

            (ii)  in the absence of bad faith on its part, the Trustee may
      conclusively rely, as to the truth of the statements and the correctness
      of the opinions expressed therein, upon certificates or opinions furnished
      to the Trustee and conforming to the requirements of this Indenture; but
      in the case of any such certificates or opinions which by provision hereof
      are specifically required to be furnished to the Trustee, the Trustee
      shall be under a duty to examine the same to determine whether or not they
      conform to the requirements of this Indenture.

            (b)   In case an Event of Default has occurred and is continuing,
the Trustee shall exercise such of the rights and powers vested in it by this
Indenture, and use the same degree of care and skill in their exercise, as a
prudent person would exercise or use under the circumstances in the conduct of
such person's own affairs.

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            (c)   No provision of this Indenture shall be construed to relieve
the Trustee from liability for its own negligent action, its own negligent
failure to act, or its own willful misconduct, except that

            (i)   this Subsection shall not be construed to limit the effect of
      Subsections (a) and (d) of this Section;

            (ii)  the Trustee shall not be liable for any error of judgment made
      in good faith by a Responsible Officer, unless it shall be proved that the
      Trustee was negligent in ascertaining the pertinent facts; and

            (iii) the Trustee shall not be liable with respect to any action
      taken or omitted to be taken by it in good faith in accordance with the
      direction of the Holders of a majority in principal amount of the
      Outstanding Securities relating to the time, method and place of
      conducting any proceeding for any remedy available to the Trustee, or
      exercising any trust or power conferred upon the Trustee, under this
      Indenture with respect to the Securities.

            (d)   Notwithstanding the foregoing, no provision of this Indenture
shall require the Trustee to expend or risk its own funds or otherwise incur any
financial liability in the performance of any of its duties hereunder, or in the
exercise of any of its rights or powers, if it shall have reasonable grounds for
believing that repayment of such funds or adequate indemnity against such risk
or liability is not reasonably assured to it.

            (e)   Whether or not therein expressly so provided, every provision
of this Indenture relating to the conduct or affecting the liability of or
affording protection to the Trustee shall be subject to the provisions of this
Section 6.01.

            Section 6.02. Notice of Defaults.

            Within 30 days after the occurrence of any Default, the Trustee
shall transmit by mail to all Holders, as their names and addresses appear in
the Security Register, notice of such Default hereunder known to the Trustee,
unless such Default shall have been cured or waived; provided, however, that,
except in the case of a Default in the payment of the principal of or interest
on any security (including any Additional Amounts payable in respect thereof),
the Trustee shall be protected in withholding such notice if and so long as a
trust committee of Responsible Officers of the Trustee in good faith determines
that the withholding of such notice is in the interest of the Holders.

            Section 6.03. Certain Rights of Trustee.

            Subject to Section 6.01 hereof and the provisions of Section 315 of
the Trust Indenture Act:

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            (a)   the Trustee may conclusively rely and shall be fully protected
      in acting or refraining from acting upon any resolution, certificate,
      statement, instrument, opinion, report, notice, request, direction,
      consent, order, approval, appraisal, bond, debenture, note, coupon,
      security, other evidence of indebtedness or other paper or document
      believed by it to be genuine and to have been signed or presented by the
      proper party or parties;

            (b)   any request or direction of the Company mentioned herein shall
      be sufficiently evidenced by a Company Request or Company Order and any
      resolution of the Board of the Company or any Guarantor may be
      sufficiently evidenced by a Board Resolution thereof or by an Officer's
      Certificate of such Person as having been duly adopted and being in full
      force and effect on the date of such certificate;

            (c)   the Trustee may consult, at the expense of the Company, with
      counsel and any advice of such counsel or any Opinion of Counsel shall be
      full and complete authorization and protection in respect of any action
      taken, suffered or omitted by it hereunder in good faith and in reliance
      thereon;

            (d)   the Trustee shall be under no obligation to exercise any of
      the rights or powers vested in it by this Indenture at the request or
      direction of any of the Holders pursuant to this Indenture, unless such
      Holders shall have offered to the Trustee security or indemnity reasonably
      satisfactory to the Trustee against the costs, expenses and liabilities
      which might be incurred by the Trustee in compliance with such request or
      direction;

            (e)   the Trustee shall not be liable for any action taken, suffered
      or omitted to be taken by it in good faith and believed by it to be
      authorized or within the discretion, rights or powers conferred upon it by
      this Indenture that is not so authorized or conferred;

            (f)   the Trustee shall not be bound to make any investigation into
      the facts or matters stated in any resolution, certificate, statement,
      instrument, opinion, report, notice, request, direction, consent, order,
      approval, appraisal, bond, debenture, note, coupon, security, other
      evidence of indebtedness or other paper or document unless requested in
      writing to do so by the Holders of not less than a majority in aggregate
      principal amount of the Securities then Outstanding; provided the Trustee
      in its discretion may make such further inquiry or investigation into such
      facts or matters as it may deem fit, and, if the Trustee shall
      determine to make such further inquiry or investigation, it shall be
      entitled to examine the books, records and premises of the Company,
      personally or by agent or attorney during the reasonable business hours of
      the Company; the reasonable expenses of every such investigation shall be
      paid by the Company or, if paid by

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      the Trustee or any predecessor Trustee, shall be repaid by the Company
      upon demand;

            (g)   the Trustee may execute any of the trusts or powers hereunder
      or perform any duties hereunder either directly or by or through agents or
      attorneys and the Trustee shall not be responsible for any misconduct or
      negligence on the part of any agent or attorney appointed with due care by
      it hereunder;

            (h)   whenever in the administration of this Indenture the Trustee
      shall deem it desirable that a matter be proved or established prior to
      taking, suffering or omitting to take any action hereunder, the Trustee
      (unless other evidence be herein specifically prescribed) may, in the
      absence of bad faith on its part, conclusively rely upon an Officer's
      Certificate;

            (i)   the Trustee shall not be deemed to have notice or be charged
      with knowledge (within the meaning of Section 6.02) of any Default or
      Event of Default unless written notice of such Default or Event of
      Default, as the case may be, is received by the Trustee at the Corporate
      Trust Office of the Trustee from the Company, any other obligor upon such
      Securities or by any Holder, and such notice references the Securities or
      this Indenture;

            (j)   the rights, privileges, protections, immunities and benefits
      given to the Trustee, including, without limitation, its right to be
      indemnified, are extended to, and shall be enforceable by, the Trustee in
      each of its capacities hereunder, and each agent (including the Principal
      Paying Agent), custodian and other Person employed to act hereunder;

            (k)   the Trustee may request that the Company deliver an Officer's
      Certificate setting forth the names of individuals and/or titles of
      officers authorized at such time to take specified actions pursuant to
      this Indenture, which Officer's Certificate may be signed by any persons
      authorized to sign an Officer's Certificate, including any person
      specified as so authorized in any such certificate previously delivered
      and not superseded;

            (l)   the permissive right of the Trustee hereunder to take or omit
      to take any action shall not be construed as a duty; and

            (m)   the Trustee shall not be responsible or liable for any failure
      or delay in the performance of its obligations under this Indenture
      arising out of or caused, directly or indirectly, by circumstances beyond
      its reasonable control, including, without limitation, acts of God;
      earthquakes; fire; flood; terrorism; wars and other military disturbances;
      sabotage; epidemics; riots; interruptions; loss or malfunctions of
      utilities, computer (hardware or software) or

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      communication services; accidents; labor disputes; acts of civil or
      military authority and governmental action.

            Section 6.04. Trustee Not Responsible for Recitals, Dispositions of
Securities or Application of Proceeds Thereof.

            The recitals contained herein and in the Securities, except the
Trustee's certificates of authentication, shall be taken as the statements of
the Company and the Guarantors, and neither the Trustee nor any Authenticating
Agent assumes any responsibility for their correctness. The Trustee makes no
representations as to the validity or sufficiency of this Indenture or of the
Securities, except that the Trustee represents that it is duly authorized to
execute and deliver this Indenture, authenticate the Securities and perform its
obligations hereunder and that the statements made by it in a Statement of
Eligibility and Qualification on Form T-1 supplied to the Company and any other
obligor upon the Securities in connection with the registration of any
Securities and any and all Guarantees issued hereunder were true when made, and
accurate subject to the qualifications set forth therein. The Trustee shall not
be accountable for the use or application by the Company of Securities or the
proceeds thereof.

            Section 6.05. Trustee and Agents May Hold Securities; Collections;
Etc.

            The Trustee, any Paying Agent, Security Registrar or any other agent
of the Company, in its individual or any other capacity, may become the owner or
pledgee of Securities, with the same rights it would have if it were not the
Trustee, Paying Agent, Security Registrar or such other agent and, subject to
Sections 6.08 and 6.13 hereof and Sections 310 and 311 of the Trust Indenture
Act, may otherwise deal with the Company and receive, collect, hold and retain
collections from the Company with the same rights it would have if it were not
the Trustee, Paying Agent, Security Registrar or such other agent.

            Section 6.06. Money Held in Trust.

            All moneys received by the Trustee or any Paying Agent shall, until
used or applied as herein provided, be held in trust for the purposes for which
they were received, but need not be segregated from other funds except to the
extent required herein or by law. None of the Trustee or any Paying Agent shall
be under any liability for interest on any moneys received by it hereunder.

            Section 6.07. Compensation and Indemnification of Trustee and Its
Prior Claim.

            The Company and each Guarantor covenant and agree:

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            (a)   to pay to the Trustee from time to time, and the Trustee shall
      be entitled to, reasonable compensation for all services rendered by it
      hereunder (which shall not be limited by any provision of law in regard to
      the compensation of a trustee of an express trust);

            (b)   to reimburse the Trustee and each predecessor Trustee upon its
      request for all reasonable and documented out-of-pocket expenses, fees,
      disbursements and advances incurred or made by or on behalf of it in
      accordance with any of the provisions of this Indenture (including the
      reasonable and documented compensation, fees, and the expenses and
      disbursements of its counsel and of all agents and other persons not
      regularly in its employ), except any such reasonable expense, disbursement
      or advance as may arise from its negligence, bad faith or willful
      misconduct; and

            (c)   to indemnify the Trustee and each predecessor Trustee for, and
      to hold it harmless against, any loss, liability or expense incurred
      without negligence, bad faith or willful misconduct on its part, arising
      out of or in connection with this Indenture, including the acceptance or
      administration of this Indenture or the trusts hereunder and the
      performance of its duties hereunder, including enforcement of this Section
      6.07, and the reasonable and documented costs and expenses of defending
      itself (including the reasonable and documented fees and expenses of its
      counsel) in connection with the exercise or performance of any of its
      powers or duties hereunder The obligations of the Company and each
      Guarantor under this Section to compensate and indemnify the Trustee and
      each predecessor Trustee and to pay or reimburse the Trustee and each
      predecessor Trustee for such expenses, fees, disbursements and advances
      shall constitute an additional obligation hereunder and, together with the
      Lien provided for in the next sentence, shall survive the resignation or
      removal of the Trustee, the satisfaction and discharge of this Indenture
      and/or the termination of this Indenture for any reason. To secure the
      obligations of the Company and of each Guarantor to the Trustee under this
      Section 6.07, the Trustee shall have a prior Lien upon all property and
      funds held or collected by the Trustee as such, except funds and property
      paid by the company or any Guarantor and held in trust for the benefit of
      the Holders of particular Securities under this Indenture. The Trustee
      shall be entitled to file a proof of claim in any bankruptcy proceeding as
      a secured creditor for its reasonable compensation, fees and expenses
      under this Section 6.07.

            In addition and without prejudice to the rights provided to the
Trustee under any of the provisions of this Indenture, when the Trustee incurs
expenses or renders services in connection with an Event of Default specified in
Section 5.01(i), Section 5.01(j), Section 5.01(k) or Section 5.01(l), the
expenses (including the reasonable and documented charges and expenses of its
counsel) and the compensation for the

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services are intended to constitute expenses of administration under any
applicable Bankruptcy Law or comparable or expenses in the case of an Event of
Default specified in Section 5.01(l).

            Section 6.08. Conflicting Interests.

            The Trustee shall be subject to and comply with the provisions of
Section 310(b) of the Trust Indenture Act. If the Trustee has or shall acquire a
conflicting interest within the meaning of Section 310(b) of the Trust Indenture
Act, the Trustee shall eliminate such interest, apply to the Commission for
permission to continue as trustee or resign, to the extent and in the manner
provided by, and subject to the provisions of, the Trust Indenture Act and this
Indenture. To the extent permitted by such Act, the Trustee shall not be deemed
to have a conflicting interest by virtue of being a trustee under this
Indenture, under the Net Sul Indenture or under any other indenture or
indentures under which other securities, or certificates of interest or
participation in other securities, of the Company are any Guarantor are
outstanding. Nothing herein shall prevent the Trustee from filing with the
Commission the application referred to in the second to last paragraph of
Section 310(b) of the Trust Indenture Act.

            Section 6.09. Corporate Trustee Required; Eligibility.

            There shall at all times be a Trustee hereunder which shall be
eligible to act as Trustee under Trust Indenture Act Sections 310(a)(1) and
310(a)(5) and which shall be a United States banking institution with a combined
capital and surplus of at least U.S.$300,000,000, and have a Corporate Trust
Office in The City of New York. If such institution publishes reports of
condition at least annually, pursuant to law or to the requirements of United
States Federal, state, territorial or District of Columbia supervising or
examining authority, then for the purposes of this Section, the combined capital
and surplus of such institution shall be deemed to be its combined capital and
surplus as set forth in its most recent report of condition so published. If at
any time the Trustee shall cease to be eligible in accordance with the
provisions of this Section, the Trustee shall resign immediately in the manner
and with the effect hereinafter specified in this Article.

            Section 6.10. Resignation and Removal; Appointment of Successor
Trustee.

            (a)   No resignation or removal of the Trustee and no appointment of
a successor Trustee pursuant to this Article shall become effective until the
acceptance of appointment by the successor Trustee under Section 6.11.

            (b)   The Trustee, or any trustee or trustees hereinafter appointed,
may at any time resign by giving written notice thereof to the Company. Upon
receiving such notice of resignation, the Company shall promptly appoint a
successor trustee by written

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instrument executed by authority of the Board of the Company, a copy of which
shall be delivered to the resigning Trustee and a copy to the successor Trustee.
If an instrument of acceptance by a successor Trustee shall not have been
delivered to the Trustee within 20 Business Days after the giving of such notice
of resignation, the resigning Trustee may, or any Holder who has been a bona
fide Holder of a Security for at least six months may, on behalf of himself and
all others similarly situated, petition any court of competent jurisdiction for
the appointment of a successor Trustee. Such court may thereupon, after such
notice, if any, as it may deem proper, appoint a successor Trustee.

            (c)   The Trustee may be removed at any time by an Act of the
Holders of a majority in principal amount of the Outstanding Securities,
delivered to the Trustee and to the Company. If the instrument of acceptance by
a successor Trustee required by Section 6.11 shall not have been delivered to
the Trustee within 30 days after the Trustee's receipt of such notice of
removal, the departing Trustee may, at the expense of the Company, petition any
court of competent jurisdiction for the appointment of a successor Trustee with
respect to the Securities.

            (d)   If at any time:

            (i)   the Trustee shall fail to comply with the provisions of
      Section 310(b) of the Trust Indenture Act in accordance with Section 6.08
      hereof after written request therefor by the Company or by any Holder who
      has been a bona fide Holder of a Security for at least six months, or

            (ii)  the Trustee shall cease to be eligible under Section 6.09
      hereof and shall fail to resign after written request therefor by the
      Company or by any such Holder, or

            (iii) the Trustee shall become incapable of acting or shall be
      adjudged a bankrupt or insolvent, or a receiver of the Trustee or of its
      property shall be appointed or any public officer shall take charge or
      control of the Trustee or of its property or affairs for the purpose or
      rehabilitation, conservation or liquidation,

then, in any case, (x) the Company by a Board Resolution of its Board may remove
the Trustee, or (y) subject to Section 5.14, the Holder of any Security who has
been a bona fide Holder of a Security for at least six months may, on behalf of
himself and all others similarly situated, petition any court of competent
jurisdiction for the removal of the Trustee and the appointment of a successor
Trustee. Such court may thereupon, after such notice, if any, as it may deem
proper and prescribe, remove the Trustee and appoint a successor Trustee.

            (e)   If the Trustee shall resign, be removed or become incapable of
acting, or if a vacancy shall occur in the office of Trustee for any cause, the
Company, by a Board Resolution of its Board, shall promptly appoint a successor
Trustee in

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accordance with Section 6.11. If, within one year after such resignation,
removal or incapability, or the occurrence of such vacancy, a successor Trustee
shall be appointed by Act of the Holders of a majority in principal amount of
the Outstanding Securities delivered to the Company and the retiring Trustee,
the successor Trustee so appointed shall, forthwith upon its acceptance of such
appointment, become the successor Trustee and supersede the successor Trustee
appointed by the Company. If no successor Trustee shall have been so appointed
by the Company or the Holders of the Securities and accepted appointment in the
manner hereinafter provided, the Holder of any Security who has been a bona fide
Holder for at least six months may, subject to Section 5.14, on behalf of
himself and all others similarly situated, petition any court of competent
jurisdiction for the appointment of a successor Trustee.

            (f)   The Company shall give notice of each resignation and each
removal of the Trustee and each appointment of a successor Trustee by mailing
written notice of such event by first-class mail, postage prepaid, to the
Holders of Securities as their names and addresses appear in the Security
Register. Each notice shall include the name of the successor Trustee and the
address of its Corporate Trust Office.

            Section 6.11. Acceptance of Appointment by Successor.

            Every successor Trustee appointed hereunder shall execute,
acknowledge and deliver to the Company and to the retiring Trustee an instrument
accepting such appointment, and thereupon the resignation or removal of the
retiring Trustee shall become effective and such successor Trustee, without any
further act, deed or conveyance, shall become vested with all the rights,
powers, trusts and duties of the retiring Trustee as if originally named as
Trustee hereunder; but, nevertheless, on the written request of the Company or
the successor Trustee, upon payment of amounts due it pursuant to Section 6.07,
such retiring Trustee shall duly assign, transfer and deliver to the successor
Trustee all moneys and property at the time held by it hereunder and shall
execute and deliver an instrument transferring to such successor Trustee all the
rights, powers, duties and obligations of the retiring Trustee subject to the
lien provided for in Section 6.07. Upon request of any such successor Trustee,
the Company shall execute any and all instruments for more fully and certainly
vesting in and confirming to such successor Trustee all such rights and powers.
Any Trustee ceasing to act shall, nevertheless, retain a prior claim upon all
property or funds held or collected by such Trustee to secure any amounts then
due it pursuant to the provisions of Section 6.07.

            No successor Trustee with respect to the Securities shall accept
appointment as provided in this Section 6.11 unless at the time of such
acceptance such successor Trustee shall be eligible to act as Trustee under this
Article.

            Upon acceptance of appointment by any successor Trustee as provided
in this Section 6.11, the successor shall give notice thereof to the Holders of
the Securities, by mailing such notice to such Holders at their addresses as
they shall appear on the

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Security Register. If the acceptance of appointment is substantially
contemporaneous with the resignation, then the notice called for by the
preceding sentence may be combined with the notice called for by Section
6.10(f).

            Section 6.12. Merger, Conversion, Amalgamation, Consolidation or
Succession to Business.

            Any Person into which the Trustee may be merged or converted or with
which it may be consolidated or amalgamated, or any Person resulting from any
merger, conversion, amalgamation or consolidation to which the Trustee shall be
a party, or any Person succeeding to all or substantially all of the corporate
trust business of the Trustee, shall be the successor of the Trustee hereunder
without the execution or filing of any paper or any further act on the part of
any of the parties hereto, provided such Person shall be eligible under this
Article to serve as Trustee hereunder.

            In case at the time such successor to the Trustee under this Section
6.12 shall succeed to the trusts created by this Indenture any of the Securities
shall have been authenticated but not delivered, any such successor to the
Trustee may adopt the certificate of authentication of any predecessor Trustee
and deliver such Securities so authenticated; and, in case at that time any of
the Securities shall not have been authenticated, any successor to the Trustee
under this Section 6.12 may authenticate such Securities either in the name of
any predecessor hereunder or in the name of the successor Trustee; and in all
such cases such certificate shall have the full force which it is anywhere in
the Securities or in this Indenture provided that the certificate of the Trustee
shall have.

            Section 6.13. Preferential Collection of Claims Against Company.

            The Trustee shall comply with Section 311(a) of the Trust Indenture
Act, excluding any creditor relationship listed in Section 311(b) of that Act.
If the present or any future Trustee shall resign or be removed, it shall be
subject to Section 311(a) of the Trust Indenture Act to the extent provided
therein.

            Section 6.14. Appointment of Co-Trustee.

            The Company and the Trustee shall have power to appoint, and, upon
the written request of the Trustee or of the Holders of at least 25% in
principal amount of the Securities then Outstanding, the Company shall for such
purpose join with the Trustee in the execution and delivery of all instruments
and agreements necessary or proper to appoint, one or more Persons approved by
the Trustee and, if no Event of Default shall have occurred and be continuing,
by the Company to act as co-trustee, jointly with the Trustee. If the Company or
any applicable Guarantor does not join in such appointment within 15 days after
the receipt by it of a request so to do, or if an Event of Default shall

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have occurred and be continuing, the Trustee alone shall have power to make such
appointment.

            Every co-trustee shall, to the extent permitted by law, but to such
extent only, be appointed subject to the following conditions:

            (a)   the Securities shall be authenticated and delivered, and all
rights, powers, duties and obligations hereunder in respect of the custody of
securities, cash and other personal property held by, or required to be
deposited or pledged with, the Trustee hereunder, shall be exercised solely by
the Trustee;

            (b)   the rights, powers, duties and obligations hereby conferred or
imposed upon the Trustee in respect of any property covered by such appointment
shall be conferred or imposed upon and exercised or performed either by the
Trustee or by the Trustee and such co-trustee jointly, as shall be provided in
the instrument appointing such co-trustee, except to the extent that under any
law of any jurisdiction in which any particular act is to be performed the
Trustee shall be incompetent or unqualified to perform such act, in which event
such rights, powers, duties and obligations shall be exercised and performed by
such co-trustee;

            (c)   the Trustee at any time, by an instrument in writing executed
by it, with the concurrence of the Company, may accept the resignation of or
remove any co-trustee appointed under this Section, and, if an Event of Default
shall have occurred and be continuing, the Trustee shall have power to accept
the resignation of, or remove, any such co-trustee without the concurrence of
the Company. Upon the written request of the Trustee, the Company and each
applicable Guarantor shall join with the Trustee in the execution and delivery
of all instruments and agreements necessary or proper to effectuate such
resignation or removal. A successor to any co-trustee so resigned or removed may
be appointed in the manner provided in this Section;

            (d)   neither the Trustee nor any co-trustee hereunder shall be
personally liable by reason of any act or omission of any other trustee
hereunder; and

            (e)   any Act of Holders delivered to the Trustee shall be deemed to
have been delivered to each such co-trustee.

            Section 6.15. Appointment of Authenticating Agent.

            Pursuant to and in accordance with Section 3.03, the Trustee may
appoint an Authenticating Agent or Agents with respect to the Securities which
shall be authorized to act on behalf of the Trustee to authenticate Securities
issued upon exchange, registration of transfer or partial prepayment thereof or
pursuant to Section 3.06, and Securities so authenticated shall be entitled to
the benefits of this Indenture and shall be valid and obligatory for all
purposes as if authenticated by the

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Trustee hereunder. Wherever reference is made in this Indenture to the
authentication and delivery of Securities by the Trustee or the Trustee's
certificate of authentication, such reference shall be deemed to include
authentication and delivery on behalf of the Trustee by an Authenticating Agent
and a certificate of authentication executed on behalf of the Trustee by an
Authenticating Agent. Each Authenticating Agent shall be acceptable to the
Company and shall at all times be a corporation organized and doing business
under the laws of the United States, any State or Territory thereof or the
District of Columbia or the Commonwealth of Puerto Rico, authorized under such
laws to act as Authenticating Agent, having a combined capital and surplus of
not less than $50,000,000 and subject to supervision or examination by Federal
or State authority. If such Authenticating Agent publishes reports of condition
at least annually, pursuant to law or to the requirements of said supervising or
examining authority, then for the purposes of this Section, the combined capital
and surplus of such Authenticating Agent shall be deemed to be its combined
capital and surplus as set forth in its most recent report of condition so
published. If at any time an Authenticating Agent shall cease to be eligible in
accordance with the provisions of this Section, such Authenticating Agent shall
resign immediately in the manner and with the effect specified in this Section.

            Any Person into which an Authenticating Agent may be merged or
converted or with which it may be consolidated, or any Person resulting from any
merger, conversion or consolidation to which such Authenticating Agent shall be
a party, or any Person succeeding to all or substantially all of the corporate
agency or corporate trust business of an Authenticating Agent, shall continue to
be an Authenticating Agent, provided such Person shall be otherwise eligible
under this Section, without the execution or filing of any paper or any further
act on the part of the Trustee or the Authenticating Agent.

            An Authenticating Agent may resign at any time by giving written
notice thereof to the Trustee and to the Company. The Trustee may at any time
terminate the agency of an Authenticating Agent by giving written notice thereof
to such Authenticating Agent and to the Company. Upon receiving such a notice of
resignation or upon such a termination, or in case at any time such
Authenticating Agent shall cease to be eligible in accordance with the
provisions of this Section, the Trustee may appoint a successor Authenticating
Agent which shall be acceptable to the Company. Any successor Authenticating
Agent upon acceptance of its appointment hereunder shall become vested with all
the rights, powers and duties of its predecessor hereunder, with like effect as
if originally named as an Authenticating Agent. No successor Authenticating
Agent shall be appointed unless eligible under the provisions of this Section.

            The Company agrees to pay to each Authenticating Agent from time to
time reasonable compensation for its services under this Section.

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            The provisions of Sections 3.08, 6.04 and 6.05 shall be applicable
to each Authenticating Agent.

            If an appointment with respect to the Securities shall be made
pursuant to this Section, such Securities may have endorsed thereon, in addition
to the Trustee's certificate of authentication, an alternate certificate of
authentication substantially in the following form:

            This is one of the Securities referred to in the within-mentioned
Indenture.

                                                THE BANK OF NEW YORK, as
                                                Trustee

                                                By ______________________, as
                                                   Authenticating Agent

                                                By _____________________
                                                   Authorized Officer

            Section 6.16. Intercreditor Agreement; No Obligations With Respect
to Collateral or Other Security Documents.

            (a)   Each Holder, by accepting any of the Securities, appoints and
authorizes the Trustee to execute and deliver the Intercreditor Agreement on
behalf of such Holder, and agrees to be bound by the provisions of the
Intercreditor Agreement, including, without limitation, Article Four thereof.
The Company and the Guarantors hereby acknowledge that the Trustee will execute
and deliver the Intercreditor Agreement as aforesaid and consent to the same.
The rights, privileges, protections, immunities and benefits given to the
Trustee, including, without limitation, its right to be indemnified, are
extended to, and shall be enforceable by, the Trustee in connection with its
entering into and performance of its duties under and in respect of the
Intercreditor Agreement.

            (b)   Notwithstanding its execution and delivery of the
Intercreditor Agreement and the performance of its duties thereunder, the
Trustee shall have no duty or liability in respect of, or obligation to perform
or observe any of the provisions of, any of the other Security Documents or the
Collateral.

            (c)   The Trustee shall have no duty, obligation or liability under
or in respect of any of the Security Documents (other than in respect of its
obligation aforesaid to perform its duties under the Intercreditor Agreement) by
reason of or arising out of this

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Indenture, nor shall the Trustee be obligated to perform any of the obligations
or duties of the Collateral Agent or any other party thereto or to take any
action to collect or enforce any claim for payment hereunder, thereunder or
otherwise. The Trustee shall have no obligation to enforce any provision of the
Security Documents or to take any other steps in connection with the Collateral
or any other collateral.

            (d)   The Trustee makes no representations as to the value or
condition of the Collateral or any part thereof, or as to the title thereto or
as to the security afforded thereby, or as to the validity, attachment,
perfection, priority or enforceability of the Liens in any of the Collateral
created or intended to be created by any Security Document, nor shall the
Trustee have any involvement with or in respect of the Collateral, including any
duty to maintain, monitor or insure any of the Collateral, all of which shall be
the obligation of the Collateral Agent and/or others. The Trustee shall have no
responsibility to make or to see to the making of any recording, filing or
registration of any instrument or notice (including any financing or
continuation statement or any tax or securities form) at any time in any public
office or elsewhere for the purpose of perfecting, maintaining the perfection of
or otherwise making effective the Lien of any Security Document or for any other
purpose and shall have no responsibility for seeing to the maintenance of
insurance on the Collateral or for paying any taxes, charges or assessments on
or relating to the Collateral or for otherwise maintaining the Collateral.

                                 ARTICLE SEVEN

                HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY

            Section 7.01. Preservation of Information; Company to Furnish
Trustee Names and Addresses of Holders.

            (a)   The Trustee shall preserve in as current a form as is
reasonably practicable the most recent list available to it of the names and
addresses of all Holders; provided, however, that if and for so long as the
Trustee shall be the Security Registrar, the Security Register shall satisfy the
requirements relating to such list. None of the Company, any Guarantor nor the
Trustee shall be under any responsibility with regard to the accuracy of such
list.

            (b)   The Company will furnish or cause to be furnished to the
Trustee:

            (i)   semiannually, not more than 10 days after each Regular Record
      Date, a list, in such form as the Trustee may reasonably require, of the
      names and addresses of the Holders as of such Regular Record Date; and

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            (ii)  at such other times as the Trustee may request in writing,
      within 30 days after receipt by the Company of any such request, a list of
      similar form and content as of a date not more than 15 days prior to the
      time such list is furnished;

provided, however, that if and so long as the Trustee shall be the Security
Registrar, no such list need be furnished pursuant to this Subsection 7.01(b).

            Section 7.02. Communications of Holders.

            Holders may communicate with other Holders with respect to their
rights under this Indenture or under the Securities pursuant to Section 312(b)
of the Trust Indenture Act. The Company and the Trustee and any and all other
persons benefited by this Indenture shall have the protection afforded by
Section 312(c) of the Trust Indenture Act.

            Section 7.03. Reports by Trustee.

            Within 60 days after June 15 of each year, commencing with the first
June 15 following the date of this Indenture, the Trustee shall mail to all
Holders, as their names and addresses appear in the Security Register, a brief
report dated as of such June 15 that complies with Section 313(a) of the Trust
Indenture Act. The Trustee shall also comply with Sections 313(b), 313(c) and
313(d) of the Trust Indenture Act. At the time of its mailing to Holders, a copy
of each report shall be filed with the Company, the Commission and with each
national securities exchange on which the Securities are listed. The Company
shall notify the Trustee when the Securities are listed on any stock exchange.

            Section 7.04. Reports by Company.

            The Company shall file with the Trustee, copies of the reports and
of the information and documents which the Company is required to provide to any
person under Section 10.11 hereof.

                                 ARTICLE EIGHT

                      AMALGAMATION, CONSOLIDATION, MERGER,
                              SALE OF ASSETS, ETC.

            Section 8.01. Company or Guarantors May Consolidate, etc., Only on
Certain Terms.

            (a)   Neither Net nor the Company shall, in a single transaction or
through a series of transactions, consolidate, combine or amalgamate with or
merge with or into any Person or, directly or indirectly, sell, assign, convey,
lease, transfer or

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<PAGE>

otherwise dispose of all or substantially all of its properties and assets to,
any Person or Persons, nor shall Net permit any of the Restricted Subsidiaries
to enter into any such transaction or series of transactions, if such
transaction or series of transactions, in the aggregate, would result in the
sale, assignment, conveyance, lease, transfer or disposition of all or
substantially all of the properties and assets of Net, the Company and the other
Restricted Subsidiaries, taken as a whole, to any person or persons, unless:

            (i)   either Net, the Company or the other applicable Restricted
      Subsidiary, as the case may be, is the continuing entity, or the Person
      formed by the consolidation, or into which Net, the Company or the other
      applicable Restricted Subsidiary is merged, or that acquired or leased
      such property or assets of Net, the Company or the other applicable
      Restricted Subsidiary (in either case, the "Surviving Entity") will be a
      company organized and validly existing under the laws of Brazil or any
      state of the United States and the Surviving Entity expressly assumes
      (jointly and severally with Net, the Company or the other applicable
      Restricted Subsidiary unless Net, the Company or the other applicable
      Restricted Subsidiary will have ceased to exist as a result of the merger,
      consolidation or amalgamation) by a supplemental indenture all of the
      obligations of Net, the Company or the other applicable Restricted
      Subsidiary, as the case may be, under the Securities and this Indenture;

            (ii)  the Surviving Entity (jointly and severally with Net, the
      Company or the other applicable Restricted Subsidiary unless the Company
      or the applicable Restricted Subsidiary shall have ceased to exist as a
      result of the merger, consolidation or amalgamation) agrees to indemnify
      each Holder against any tax, assessment or governmental charge imposed on
      such Holder solely as a consequence of the merger, consolidation or
      amalgamation, conveyance, transfer or lease with respect to the payment of
      principal of, or interest on, the Securities;

            (iii) immediately after giving effect to such transaction or series
      of transactions on a pro forma basis (including, without limitation, any
      Indebtedness Incurred or anticipated to be Incurred in connection with or
      in respect of such transaction or series of transactions), Net or the
      Surviving Entity (assuming such Surviving Entity's assumption of Net's
      obligations under the Securities and this Indenture), as the case may be,
      would be able to Incur U.S.$1.00 of Indebtedness under Section 10.14
      hereof;

            (iv)  immediately after giving effect to such transaction or series
      of transactions on a pro forma basis (including, without limitation, any
      Indebtedness Incurred or anticipated to be Incurred in connection with or
      in respect of such transaction or series of transactions), no Default
      shall have occurred and be continuing;

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<PAGE>

            (v)   each Guarantor shall have delivered a supplemental indenture
      or other written instrument in form satisfactory to the Trustee confirming
      its Guarantee; and

            (vi)  Net, the Company or the other applicable Restricted Subsidiary
      or the Surviving Entity, as the case may be, shall have delivered to the
      Trustee an Officers' Certificate from an Officer and an Opinion of Counsel
      stating that such transaction and the supplemental indenture or other
      written instrument comply with this Section 8.01(a) and that all
      conditions precedent in this Indenture relating to the transaction have
      been satisfied, provided that (A) in giving such Opinion of Counsel, such
      counsel may rely on officer's certificates as to any matters of fact
      (including, without limitation, as to compliance with the foregoing
      clauses (iii) and (iv)) and (B) no Opinion of Counsel shall be required
      for a merger, consolidation, amalgamation, sale, assignment, conveyance,
      lease, transfer or other disposition described in the last paragraph of
      this Section 8.01.

            (b)   Any Guarantor (other than any Restricted Subsidiary whose
Guarantee is being released pursuant to Section 13.03 hereof as a result of any
of the transactions referred to below) shall not, and Net shall not permit any
Guarantor to, in a single transaction or through a series of transactions,
consolidate, combine or amalgamate with or merge with or into any Person or,
directly or indirectly, sell, assign, convey, lease, transfer or otherwise
dispose of all or substantially all of its properties and assets to any other
Person or Persons, or permit any of its Subsidiaries to enter into any such
transaction or series of transactions if such transaction or series of
transactions, in the aggregate, would result in the sale, assignment,
conveyance, lease, transfer or other disposition of all or substantially all of
the properties and assets of the Guarantor and its Subsidiaries, taken as a
whole, to any Person or Persons, unless at the time and after giving effect
thereto:

            (i)   Such Guarantor is the continuing entity, or the Person formed
      by the consolidation, or into which the Guarantor is merged, or that
      acquired or leased such property or assets of the Guarantor (in either
      case, the "Surviving Guarantor") will be a company organized and validly
      existing under the laws of Brazil or any state of the United States and
      the Surviving Guarantor expressly assumes (jointly and severally with the
      Guarantor unless the Guarantor shall have ceased to exist as a result of
      the merger, consolidation or amalgamation) by a supplemental indenture all
      of the obligations of the Guarantor, as the case may be, under the
      Securities and this Indenture;

            (ii)  the Surviving Guarantor (jointly and severally with the
      Guarantor unless the Guarantor shall have ceased to exist as a result of
      the merger, consolidation or amalgamation) agrees to indemnify each Holder
      against any tax, assessment or governmental charge imposed on such Holder
      solely as a

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<PAGE>

      consequence of the merger, consolidation or amalgamation, conveyance,
      transfer or lease with respect to the payment of principal of, or interest
      on, the Securities;

            (iii) immediately after giving effect to such transaction or series
      of transactions on a pro forma basis (including, without limitation, any
      Indebtedness Incurred or anticipated to be Incurred in connection with or
      in respect of such transaction or series of transactions and assuming such
      Surviving Guarantor's assumption of the Guarantor's obligations under its
      Guarantee and this Indenture), Net could Incur U.S.$1.00 of additional
      Indebtedness under Section 10.14 hereof;

            (iv)  immediately after giving effect to such transaction or series
      of transactions on a pro forma basis (including, without limitation, any
      Indebtedness Incurred or anticipated to be Incurred in connection with or
      in respect of such transaction or series of transactions), no Default
      shall have occurred and be continuing;

            (v)   such Guarantor, unless it is the other party to the
      transaction or transactions described above, shall have delivered a
      supplemental indenture or other written instrument in form satisfactory to
      the Trustee confirmed that its Guarantee shall apply to the obligations of
      the Company under this Indenture and the Securities;

            (vi)  such Guarantor or the Surviving Guarantor, as the case may be,
      shall have delivered to the Trustee an Officers' Certificate from an
      Officer and an Opinion of Counsel stating that such transaction and the
      supplemental indenture or other written instrument comply with this
      Section 8.01(b) and that all conditions precedent in this Indenture
      relating to the transaction have been satisfied, provided that (A) in
      giving such Opinion of Counsel, such counsel may rely on officer's
      certificates as to any matters of fact (including, without limitation, as
      to compliance with the foregoing clauses (iii) and (iv)) and (B) no
      Opinion of Counsel will be required for a merger, consolidation,
      amalgamation, sale, assignment, conveyance, lease, transfer or other
      disposition described in the last paragraph of this Section 8.01(b).

            Notwithstanding the foregoing paragraphs (a)(ii), (a)(iii), (b)(ii)
and (b)(iii), any Restricted Subsidiary may consolidate or amalgamate with,
merge with or into or sell, assign, convey, lease, transfer or otherwise dispose
all or part of its properties and assets to Net, the Company or any of the other
Restricted Subsidiaries. The foregoing paragraphs shall not limit any sale,
transfer, conveyance, merger, consolidation, dissolution or liquidation of any
Restructuring Subsidiary with, to or into Net, the Company or any Restricted
Subsidiary.

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            Section 8.02. Successor Substituted.

            Upon any consolidation, combination or merger, or any sale,
assignment, conveyance, transfer, lease or disposition of all of the properties
and assets of the Company or any Guarantor in accordance with Section 8.01
hereof, the successor person formed by such consolidation or into which the
Company or such Guarantor, as the case may be, is merged or the successor person
to which such sale, assignment, conveyance, transfer, lease or other disposition
is made, shall succeed to, and be substituted for, and may exercise every right
and power of, the Company or such Guarantor, as the case may be, under this
Indenture and/or the Securities, as the case may be, with the same effect as if
such successor had been named as the Company or such Guarantor, as the case may
be, herein and in the Securities. In the case of any merger, consolidation or
combination involving a Guarantor, the Guarantor or the resulting, surviving or
transferee Person (if other than the Guarantor) shall expressly assume, by
supplemental indenture, all of the Guarantor's obligations under its Guarantee
and this Indenture, which instrument shall be delivered to the Trustee.

                                  ARTICLE NINE

                       SUPPLEMENTAL INDENTURES AND WAIVERS

            Section 9.01. Supplemental Indentures, Agreements and Waivers
Without Consent of Holders.

            Without the consent of any Holders, the Company and the Guarantors,
when authorized by a Board Resolution of the Board of the Company and each
Guarantor, and the Trustee, at any time and from time to time, may enter into
one or more indentures supplemental hereto or agreements or other instruments
with respect to this Indenture, in form and substance satisfactory to the
Trustee, or waiver for any of the following purposes:

            (a)   to evidence the succession, in compliance with Article Eight
      hereof, of another Person to the Company or a Guarantor, and the
      assumption by any such successor of the covenants of the Company or such
      Guarantor herein and in the Securities, as the case may be;

            (b)   to add to the covenants of the Company, any of its
      subsidiaries or any Guarantor for the benefit of the Holders, or to
      surrender any right or power herein conferred upon the Company or any
      Guarantor, as applicable, herein or in the Securities, as the case may be;

            (c)   to cure any ambiguity, to correct or supplement any provision
      herein or in the Securities which may be defective or inconsistent with
      any other provision herein or to make any other provisions with respect to
      matters or

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<PAGE>

      questions arising under this Indenture or the Securities; provided,
      however, that, in each case, such provisions shall not adversely affect
      the interests of the Holders;

            (d)   to add a Guarantor pursuant to the terms of Article Thirteen;

            (e)   to evidence and provide the acceptance of the appointment of a
      successor Trustee or co-trustee hereunder; and

            (f)   to mortgage, pledge, hypothecate or grant a security interest
      in any property or assets in favor of the Trustee for the benefit of the
      Holders as security for the payment and performance of the Indenture
      Obligations.

            Section 9.02. Supplemental Indentures, Agreements and Waivers with
Consent of Holders.

            With the written consent of the Holders of not less than two-thirds
of the aggregate principal amount of the Outstanding Securities, by Act of said
Holders delivered to the Company, each Guarantor and the Trustee, the Company,
and each Guarantor (if a party thereto) when authorized by a Board Resolution,
and the Trustee may enter into an indenture or indentures supplemental hereto or
agreements or other instruments with respect to any Security satisfactory to the
Trustee for the purpose of adding any provisions to or changing in any manner or
eliminating any of the provisions of this Indenture or the Securities, or of
modifying in any manner the rights of the Holders under this Indenture or the
Securities. The Holders of not less than two-thirds of the aggregate principal
amount of the outstanding Securities may waive compliance by the Company and
each Guarantor with any provision of this Indenture or the Securities. However,
no such supplemental indenture, agreement or instrument, including any waiver
pursuant to Section 5.13, shall, without the written consent or waiver of the
Holder of each Outstanding Security affected thereby:

            (a)   extend the maturity of the principal of, or any installment of
      interest on, any Security, or reduce the principal amount thereof or the
      rate of interest or any Additional Amounts in respect thereof, alter the
      prepayment provisions of the Securities or this Indenture, or change the
      coin or currency in which any Security or the accrued interest thereon or
      any Additional Amounts in respect thereof is payable, change the place or
      postpone the time at which payments on the Securities are made, or impair
      the right to institute suit for the enforcement of any payment on or with
      respect to the Securities or any Additional Amount, in respect thereof;

            (b)   reduce the percentage in principal amount of the Outstanding
      Securities, the consent of whose Holders is required for any amendment or
      supplemental indenture, or the consent of whose Holders is required for
      any

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      waiver (of compliance with certain provisions of this Indenture or certain
      Defaults hereunder and their consequences) or consent provided for in this
      Indenture or with respect to any Security;

            (c)   waive a default in payment with respect to the Securities;

            (d)   modify any of the provisions of this Section 9.02 or Sections
      1.04, 5.08, 5.13 and 10.11, except to increase any such percentage, if
      applicable thereto, or to provide that certain other provisions of this
      Indenture cannot be modified or waived without the consent of the Holder
      of each Security affected thereby;

            (e)   alter the Company's obligation to repurchase Securities in
      accordance with the provisions of Article Eleven or waive any default in
      the performance thereof;

            (f)   modify any of the provisions relating to a Change of Control
      in any material respect that is adverse to any Holder;

            (g)   adversely affect the ranking of the Securities or any
      Guarantee in a manner adverse to any Holder;

            (h)   except as provided in Section 13.03, release any Guarantor
      from any of its obligations under its Guarantee or this Indenture;

            (i)   make any change that would result in the Company or any
      Guarantor being required to make any withholding or deduction from
      payments made under or with respect to the Securities (including payments
      made pursuant to any Guarantee); or

            (j)   amend or modify the provisions of Section 10.12.

            Upon the written request of the Company and each Guarantor
accompanied by a copy of a Board Resolution of the Board of each of them
authorizing the execution of any such supplemental indenture or other agreement,
instrument or waiver, and upon the filing with the Trustee of evidence of the
consent of Holders as aforesaid, the Trustee shall join with the Company and
each Guarantor in the execution of such supplemental indenture or other
agreement, instrument or waiver.

            It shall not be necessary for any Act of Holders under this Section
to approve the particular form of any proposed supplemental indenture or other
agreement, instrument or waiver, but it shall be sufficient if such Act shall
approve the substance thereof.

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            Section 9.03. Execution of Supplemental Indentures, Agreements and
Waivers.

            In executing, or accepting the additional trusts created by, any
supplemental indenture, agreement, instrument or waiver permitted by this
Article Nine or the modifications thereby of the trusts created by this
Indenture, the Trustee shall be entitled to receive, and (subject to Section
6.01 hereof) shall be fully protected in relying upon, an Opinion of Counsel and
an Officer's Certificate from each obligor under the Securities entering into
such supplemental indenture, agreement, instrument or waiver, each stating that
the execution of such supplemental indenture, agreement, instrument or waiver
(a) is authorized or permitted by this Indenture and (b) does not violate the
provisions of any agreement or instrument evidencing any other Indebtedness of
the Company, any Guarantor or any Subsidiary of Net. The Trustee may, but shall
not be obligated to, enter into any such supplemental indenture, agreement,
instrument or waiver which affects the Trustee's own rights, duties or
immunities under this Indenture, the Securities or otherwise.

            Section 9.04. Effect of Supplemental Indentures.

            Upon the execution of any supplemental indenture under this Article
Nine, this Indenture and the Securities, if applicable, shall be modified in
accordance therewith, and such supplemental indenture shall form a part of this
Indenture and the Securities, if applicable, as the case may be, for all
purposes; and every Holder of Securities theretofore or thereafter authenticated
and delivered hereunder shall be bound thereby.

            Section 9.05. Reference in Securities to Supplemental Indentures.

            Securities authenticated and delivered after the execution of any
supplemental indenture pursuant to this Article may, and shall if required by
the Trustee, bear a notation in form approved by the Trustee as to any matter
provided for in such supplemental indenture. If the Company shall so determine,
new Securities so modified as to conform, in the opinion of the Trustee and the
Board of the Company, to any such supplemental indenture may be prepared and
executed by the Company and each Guarantor and authenticated and delivered by
the Trustee in exchange for Outstanding Securities.

            Section 9.06. Record Date.

            The Company may, but shall not be obligated to, fix, with the
approval of the Trustee, a record date for the purpose of determining the
Holders entitled to consent to any supplemental indenture, agreement or
instrument or any waiver, and shall promptly notify the Trustee of any such
record date. If a record date is fixed, those persons who were Holders at such
record date (or their duly designated proxies), and only those persons, shall be
entitled to consent to such supplemental indenture, agreement, or

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<PAGE>
instrument or waiver or to revoke any consent previously given, whether or not
such persons continue to be Holders after such record date. No such consent
shall be valid or effective for more than 90 days after such record date.

            Section 9.07. Revocation and Effect of Consents.

            Until an amendment or waiver becomes effective, a consent to it by a
Holder of a Security is a continuing consent by the Holder and every subsequent
Holder of a Security or portion of a Security that evidences the same debt as
the consenting Holder's Security, even if a notation of the consent is not made
on any Security. However, any such Holder, or subsequent Holder, may revoke the
consent as to his Security or portion of a Security if the Trustee receives the
notice of revocation before the date the amendment or waiver becomes effective.
An amendment or waiver shall become effective in accordance with its terms and
thereafter bind every Holder.

                                  ARTICLE TEN

                                   COVENANTS

            Section 10.01. Payment of Principal, Premium and Interest.

            The Company shall duly and punctually pay the principal of and
interest on the Securities, and any Additional Amounts payable in respect
thereof, in accordance with the terms of the Securities and this Indenture.

            Section 10.02. Maintenance of Corporate Existence.

            The Company and Net shall, and Net shall cause the Restricted
Subsidiaries to, maintain in effect its corporate, partnership or other
existence and all necessary registrations and take all actions to maintain all
rights, licenses, privileges, titles to property, and franchises necessary or
desirable in the normal conduct of their respective businesses, activities or
operations; provided that this Section 10.02 shall not require (a) the Company,
Net and the Restricted Subsidiaries to maintain any right, license, privilege,
title to property, or franchise; or (b) Net to preserve the corporate,
partnership or other existence of any Restricted Subsidiary, if the failure to
do so would not have a material adverse effect on Net and its Subsidiaries,
taken as a whole, or have a material adverse effect on the rights of the Holders
of the Securities. This limitation shall not prohibit a sale, transfer or other
conveyance of a Restricted Subsidiary of Net or any of its assets in compliance
with the terms of this Indenture. This limitation shall not prohibit a sale,
transfer, conveyance, merger, consolidation, dissolution or liquidation of any
Restructuring Subsidiary with, to or into Net, the Company or any Restricted
Subsidiary.

                                      123
<PAGE>

            Section 10.03. Money for Security Payments to Be Held in Trust.

            If the Company shall at any time act as its own Paying Agent, it
shall, on or before each due date of the principal of, interest on or any other
amounts owing in respect of any of, the Securities, segregate and hold in trust
for the benefit of the Holders entitled thereto a sum sufficient to pay the
principal of, interest on, or any other amounts owing with respect to, any of
the Securities so becoming due until such sums shall be paid to such persons or
otherwise disposed of as herein provided, and shall promptly notify the Trustee
of its action or failure so to act.

            If the Company is not acting as Paying Agent, the Company shall, on
or before each due date of the principal of or interest on, any Securities,
deposit with a Paying Agent a sum in same day funds sufficient to pay the
principal or interest so becoming due in the manner set forth in Section 3.07,
such sum to be held in trust for the benefit of the Holders entitled to such
principal or interest, and (unless such Paying Agent is the Trustee) the Company
shall promptly notify the Trustee of such action or any failure so to act.

            If the Company is not acting as Paying Agent, the Company shall
cause each Paying Agent other than the Trustee to execute and deliver to the
Trustee an instrument in which such Paying Agent shall agree with the Trustee,
subject to the provisions of this Section 10.03, that such Paying Agent shall:

            (a)   hold all sums held by it for the payment of the principal of
      or interest on Securities in trust for the benefit of the Holders entitled
      thereto until such sums shall be paid to such Holders or otherwise
      disposed of as herein provided;

            (b)   give the Trustee notice of any Default by the Company or any
      Guarantors (or any other obligor upon the Securities) in the making of any
      payment of principal of or interest on the Securities;

            (c)   at any time during the continuance of any such Default, upon
      the written request of the Trustee, forthwith pay to the Trustee all sums
      so held in trust by such Paying Agent; and

            (d)   acknowledge, accept and agree to comply in all aspects with
      the provisions of this Indenture relating to the duties, rights and
      liabilities of such Paying Agent.

            The Company may at any time, for the purpose of obtaining the
satisfaction and discharge of this Indenture or for any other purpose, pay, or
by Company order direct any Paying Agent to pay, to the Trustee all sums held in
trust by the Company or such Paying Agent, such sums to be held by the Trustee
upon the same

                                      124
<PAGE>

trusts as those upon which such sums were held by the Company or such Paying
Agent; and, upon such payment by any Paying Agent to the Trustee, such Paying
Agent shall be released from all further liability with respect to such money.

            Any money deposited with the Trustee or any Paying Agent, or then
held by the Company, in trust for the payment of the principal of or interest on
any Security and remaining unclaimed for two years after such principal or
interest has become due and payable shall be paid to the Company upon receipt of
a Company Request therefor, or (if then held by the Company) shall be discharged
from such trust; and the Holder of such Security shall thereafter, as an
unsecured general creditor, look only to the Company for payment thereof, and
all liability of the Trustee or such Paying Agent with respect to such trust
money, and all liability of the Company as trustee thereof, shall thereupon
cease; provided, however, that the Trustee or such Paying Agent, before being
required to make any such repayment, may at the expense of the Company cause to
be published once, in the New York Times and The Wall Street Journal (national
edition), notice that such money remains unclaimed and that, after a date
specified therein, which shall not be less than 30 days from the date of such
notification or publication, any unclaimed balance of such money then remaining
shall be repaid to the Company.

            Section 10.04. Maintenance of Properties.

            The Company and Net shall, and Net shall cause the Restricted
Subsidiaries to, keep its property that is useful or necessary in the conduct of
its business in good working order and condition, ordinary wear and tear
excepted; provided that the Company, Net and the Restricted Subsidiaries shall
not be required to maintain any such property if the failure to do so would not
have a material adverse effect on Net and its Subsidiaries, taken as a whole, or
have a material adverse effect on the rights of the Holders.

            Section 10.05. Compliance with Laws.

            The Company and Net shall, and Net shall cause the Restricted
Subsidiaries to, comply at all times with all applicable laws, rules,
regulations, orders and directives of any government or governmental agency or
authority having jurisdiction over the Company, Net and the Restricted
Subsidiaries, their respective businesses or any of the transactions
contemplated by the Securities and this Indenture, except for such
noncompliances as would not have a material adverse effect on Net and its
Subsidiaries, taken as a whole, or have a material adverse effect on the rights
or remedies of the Holders.

            Section 10.06. Maintenance of Governmental Authorizations.

            The Company and Net shall, and Net shall cause the Restricted
Subsidiaries to duly and promptly obtain and maintain in full force and effect
all

                                      125
<PAGE>

consents, concessions, authorizations, approvals or licenses of any
government or governmental agency or authority under the laws of Brazil or any
jurisdiction having jurisdiction over the Company, Net or the Restricted
Subsidiaries, as the case may be, necessary in all cases for the Company, Net
and the Restricted Subsidiaries, as the case may be (a) to operate their
respective businesses and (b) to perform their respective obligations under the
Securities and this Indenture, as the case may be, including, without
limitation, any authorization required to obtain and transfer U.S. dollars out
of Brazil in connection with payments under the Securities and this Indenture.
Notwithstanding the foregoing, the Company, Net and the Restricted Subsidiaries
will not be in breach of this covenant by reason of the occurrence of a Dollar
Constraint; provided that, in the event of a Dollar Constraint, the Company
complies with the applicable requirements described in Section 3.15.

            Section 10.07. Payment of Taxes and Other Claims.

            The Company and Net shall, and Net shall cause the Restricted
Subsidiaries to, pay or discharge or cause to be paid or discharged, before the
same shall become delinquent, all taxes, assessments and governmental charges
levied or imposed upon the Company, Net or any Restricted Subsidiary, as the
case may be, which, if unpaid, might by law become a lien upon the property of
the Company, Net or such Restricted Subsidiary, as the case may be; provided,
however, that neither the Company, Net nor any Restricted Subsidiary shall be
required to pay or discharge or cause to be paid or discharged any such tax,
assessment, charge or claim whose amount, applicability or validity is being
contested in good faith and, if appropriate, by appropriate legal proceedings or
where the failure to pay or discharge, or cause to be paid or discharged, would
not have a material adverse effect on Net and its Subsidiaries, taken as a
whole, or have a material adverse effect on the rights of the Holders.

            Section 10.08. Maintenance of Insurance.

            The Company and Net shall, and Net shall cause the Restricted
Subsidiaries to, maintain insurance with insurance companies that Net reasonably
believes to be financially sound in such amounts and covering such risks as is
customarily carried by companies engaged in similar businesses and owning and/or
operating properties or facilities similar to those owned and/or operated by the
Company, Net or the Restricted Subsidiaries in the same general locations in
which the Company, Net and the Restricted Subsidiaries own and/or operate
properties or facilities (which may include self-insurance, if reasonable and in
comparable form to that maintained by companies similarly situated).

            Section 10.09. Maintenance of Books and Records; Inspection.

            The Company and Net shall, and Net shall cause the Restricted
Subsidiaries to, maintain books, accounts and records in accordance with
Brazilian

                                      126

<PAGE>

GAAP and all applicable laws. At any reasonable time and from time to time, the
Company and Net shall, and Net shall cause the Restricted Subsidiaries to,
permit the Trustee or any Holder, or any agents or representatives thereof, upon
reasonable notice, to examine and make copies of and abstracts from the books
and records of, and visit the properties of, Net, the Company or any applicable
Restricted Subsidiary, as the case may be, and to discuss the affairs, finances
and accounts of Net, the Company or the other applicable Restricted Subsidiary,
as the case may be, with any of their respective officers or directors and with
their respective independent accountants; provided that the Trustee or such
Holder or any agents or representatives thereof, first executes and delivers to
Net a confidentiality agreement with Net in form and substance satisfactory to
Net; and provided further that none of the rights provided for in this Section
10.09 shall be granted to a Person that is, and is identified by Net or the
Company in writing to such Person as, a Competitor.

            Section 10.10. Maintenance of Office or Agency.

            The Company shall maintain an office or agency in the Borough of
Manhattan, The City of New York (which may be an office of the Trustee or the
Principal Paying Agent or an affiliate of the Trustee or the Principal Paying
Agent), where notices to and demands upon the Company in respect of the
Securities and this Indenture may be served. Initially, this office or agency
shall be the Corporate Trust Office of the Trustee, and the Trustee is initially
appointed as the agent of the Company for such purposes, and the Company hereby
agrees to give prompt written notice to the Trustee of any change in the
location or designation of such office or agency.

            Section 10.11. Reports and Notices.

            Notwithstanding that Net may not be required to be or remain subject
to the reporting requirements of Section 13 or 15(d) of the Exchange Act, Net
shall file (if then permitted to do so) with the Commission and provide (whether
or not so filed with the Commission), within 15 days after the date on which Net
is required to file the same with the Commission (or would be so required if it
were subject to such reporting requirements), the Trustee and Holders and
prospective Holders (upon request) with the annual reports and the information,
documents and other reports, which are specified in Sections 13 and 15(d) of the
Exchange Act. Net shall comply with the provisions of TIA ss. 314(a). Delivery
of such reports, information and documents to the Trustee is for informational
purposes only and the Trustee's receipt of same shall not constitute
constructive notice of any information contained therein or determinable from
information contained therein, including the Company's compliance with any of
its covenants hereunder (as to which the Trustee is entitled to rely exclusively
on Officer's Certificates).

            Net and the Company shall not, and Net shall not cause the
Restricted Subsidiaries to, reduce the level of all public disclosure practices
(including those relating

                                      127

<PAGE>

to the disclosure of customer churn rates and subscriber base) of Net, the
Company and the other Restricted Subsidiaries as of the Issue Date and shall
comply with all applicable public disclosure requirements under the laws of
Brazil with respect to information to be disclosed publicly to shareholders and
creditors.

            The Company shall provide to the Trustee:

            (a) promptly (but in any event within 10 Business Days of any
      Officer of the Company, Net or any Restricted Subsidiary becoming aware of
      the occurrence) notice of the occurrence of (i) a Default, (ii) an Event
      of Default, (iii) any action by any holder of Senior Secured Indebtedness
      to accelerate Indebtedness owing to it by Net, the Company or any other
      Restricted Subsidiary or (iv) any legal action by any holder of Senior
      Secured Indebtedness to enforce Indebtedness owing to it by Net, the
      Company or any other Restricted Subsidiary;

            (b) promptly (but in any event within 10 Business Days after sending
      any notice described in clause (a) immediately above), a written report
      prepared by an Officer of the Company setting forth the details of the
      relevant event and the action that Net, the Company and any other
      applicable Restricted Subsidiary is taking or proposes to take with
      respect to the event; and

            (c) promptly, notice that any Default or Event of Default has been
      cured, along with an Officer's Certificate describing the steps taken in
      connection with the cure.

            Section 10.12. Additional Amounts.

            (a) Except as provided below, the Company or any Guarantor shall
make all payments of principal and interest on the Securities without
withholding or deduction for or on account of any present or future taxes,
duties, assessments, fees, levies or other governmental charges of any nature
and any fines, penalties or interest related thereto (collectively, "Taxes")
imposed by Brazil or the jurisdiction in which the Paying Agent or any Guarantor
is organized or from or through which payment is made, or in each case, any
political subdivision or governmental authority of those jurisdictions having
the power to tax (each, a "Taxing Jurisdiction"). If the Company or any
Guarantor is required by law to withhold or deduct any such Taxes, except as
provided below, the Company or such Guarantor shall pay the Holders any
additional amounts necessary to ensure that they receive the same amount as they
would have received without such withholding or deduction ("Additional
Amounts").

            The Company or any Guarantor shall not, however, pay any Additional
Amounts in connection with any Tax that is imposed due to or in respect of any
of the following:

                                      128

<PAGE>

            (i) the Holder or beneficial owner has some connection (present or
      former) with the Taxing Jurisdiction other than merely holding the
      Securities or receiving principal or interest payments on the Securities
      (such as, without limitation, citizenship, nationality, residence,
      domicile, or existence of a business, a permanent establishment, a
      dependent agent, a place of business or a place of management present or
      deemed present within the Taxing Jurisdiction);

            (ii) any Tax imposed on, or measured by, net income;

            (iii) the failure of a Holder to comply with a request by the
      Company or any Guarantor to satisfy any certification, identification or
      other reporting requirements, imposed as a precondition to exemption from
      or reduction in the rate of such tax by statute, treaty, regulation or
      administrative practices, concerning nationality, residence or connection
      with a Taxing Jurisdiction; provided that at least 30 days prior to the
      first payment date with respect to which compliance with such
      certification, identification or other reporting requirement is required,
      the Holder has been notified by the Company or the Paying Agent that such
      compliance is required;

            (iv) if, where presentation is required, the Holder has failed to
      present its Securities within 30 days after the date such payment was due
      and payable or such payment was provided for, whichever is later;

            (v) where any Tax is imposed on a payment on the Securities and is
      required to be made pursuant to Council Directive 2003/48/EC of the
      Council of the European Union on the taxation of income in the form of
      interest payments (or any European Union Directive otherwise implementing
      the conclusions of the ECOFIN Council Meeting of 26 and 27 November 2000)
      or any law implementing or complying with, or introduced in order to
      conform to, any such Directive;

            (vi) if, where presentation is required, the Holder or beneficial
      owner could avoid any tax, duty, assessment or other governmental charge
      by presenting the relevant Securities for payment to, another paying agent
      located in a member state of the European Union;

            (vii) any estate, inheritance, gift, sales, transfer, personal
      property or other similar taxes; and

            (viii) any Tax which is payable otherwise than by deduction or
      withholding from payments made under or with respect to the Securities.

            (b) The Company or any Guarantor shall also (i) make such
withholding or deduction and (ii) remit the full amount withheld or deducted to
the

                                      129

<PAGE>

relevant taxing authority in accordance with applicable law. Following written
request from the Trustee, the Company shall furnish to the Trustee, as soon as
practicable after the date of payment of any such Taxes, certified copies of tax
receipts or, if such receipts are not obtainable, documentation reasonably
satisfactory to the Trustee evidencing such payment by the Company or such
Guarantor. Upon written request from any Holder to the Trustee, copies of such
receipts or other documentation, as the case may be, shall be made available to
the Holder. At least 10 Business Days prior to each date on which any payment
under or with respect to the Securities is due and payable, if the Company or
any Guarantor is obligated to pay Additional Amounts with respect to such
payment, the Company or any Guarantor shall deliver to the Trustee an officers'
certificate stating that Additional Amounts will be payable, the amounts so
payable and setting forth such other information as the Trustee may reasonably
require for tax purposes.

            (c) The Company or any Guarantor shall, upon the written request of
any Holder, indemnify and hold harmless and reimburse such Holder for the amount
of any Taxes imposed by any Taxing Jurisdiction (other than any such Taxes for
which the Holder would not have been entitled to receive Additional Amounts
pursuant to any of the conditions described in the second paragraph of this
Section 10.12, or Taxes that result from the gross negligence or unreasonable
delay of such Holder) so imposed on, and paid by, such Holder as a result of any
payment of principal or interest on the Securities, so that the net amount
received by such Holder after such reimbursement would not be less than the net
amount the Holder would have received if such Taxes had not been imposed or
levied and so paid. Holders shall be obligated to provide reasonable
documentation and to cooperate with the Company in connection with the
foregoing.

            (d) The Company or any Guarantor shall pay any stamp,
administrative, court, documentary, excise or similar taxes arising in a Taxing
Jurisdiction in connection with the Securities and shall indemnify the Holders
for any such taxes paid by Holders.

            (e) If European Council Directive 2003/48/EC or any other Directive
implementing the conclusions of the ECOFIN Council meeting of 26-27 November
2000 is brought into force and the Company is otherwise using a paying agent
located in a member state of the European Union, the Company shall use
reasonable efforts to maintain a paying agent in a European Union member state
that will not be obliged to withhold or deduct tax pursuant to the Directive;
provided that the Company shall not be required to maintain any such paying
agent if doing so would be detrimental to the Company or any Guarantor.

            (f) All references to principal, interest or other amounts payable
on the Securities shall be deemed to include any Additional Amounts payable by
the Company or any Guarantor under the Securities or this Indenture. The
foregoing obligations shall survive any termination, defeasance or discharge of
the Securities and this Indenture.

                                      130

<PAGE>

            Section 10.13. Limitation on Liens.

            The Company and Net shall not, and Net shall not permit any
Restricted Subsidiary to, create, Incur, assume or otherwise cause or suffer to
exist any Lien of any kind (other than Permitted Liens) upon any of their
respective property or assets, or any proceeds from such property or assets, to
secure any Indebtedness without making effective provision whereby all of the
Securities will be directly secured equally and ratably with, or prior to, such
Indebtedness.

            Section 10.14. Consolidated Interest Expense Ratio; Consolidated
Leverage Ratio.

            (a) Net shall maintain, as of the last day of each fiscal quarter
during the periods set forth in the table immediately following, a Consolidated
Interest Expense Ratio not less than the ratio set forth with respect to the
applicable period specified below within which such date falls:

<TABLE>
<CAPTION>
              PERIOD                                                 RATIO
-----------------------------------                               ------------
<S>                                                               <C>
October 31, 2004-December 31, 2004                                1.10 to 1.00
January 1, 2005-December 31, 2005                                 1.25 to 1.00
January 1, 2006-December 31, 2006                                 1.35 to 1.00
January 1, 2007-December 31, 2007                                 1.90 to 1.00
January 1, 2008-December 31, 2008                                 2.70 to 1.00
  January 1, 2009 and thereafter                                  4.80 to 1.00
</TABLE>

            (b) Net shall maintain, as of the last day of each fiscal quarter
during the periods set forth in the table immediately following, a Consolidated
Leverage Ratio not greater than the ratio set forth with respect to the
applicable period specified below within which such date falls:

<TABLE>
<CAPTION>
              PERIOD                                                 RATIO
-----------------------------------                               ------------
<S>                                                               <C>
October 31, 2004-December 31, 2004                                3.2 to 1.00
January 1, 2005-December 31, 2005                                 3.0 to 1.00
January 1, 2006-December 31, 2006                                 2.5 to 1.00
January 1, 2007-December 31, 2007                                 2.0 to 1.00
  January 1, 2008 and thereafter                                  1.5 to 1.00
</TABLE>

            Section 10.15. Limitation on Additional Indebtedness.

            Net shall not, and Net shall not permit its Restricted Subsidiaries
to, directly or indirectly, Incur any additional Indebtedness; provided,
however, that Net and its Restricted Subsidiaries may Incur Indebtedness if on
the date of the Incurrence of such Indebtedness (x) the Consolidated Interest
Expense Ratio would be greater than the ratio set forth with respect to the
applicable period specified below within which such date falls:

                                      131

<PAGE>

<TABLE>
<CAPTION>
              PERIOD                                                 RATIO
----------------------------------                                ------------
<S>                                                               <C>
October 31, 2004-December 31, 2004                                1.10 to 1.00
January 1, 2005-December 31, 2005                                 1.25 to 1.00
January 1, 2006-December 31, 2006                                 1.35 to 1.00
January 1, 2007-December 31, 2007                                 1.90 to 1.00
January 1, 2008-December 31, 2008                                 2.70 to 1.00
  January 1, 2009 and thereafter                                  4.80 to 1.00
</TABLE>

and (y) the Consolidated Leverage Ratio would be less than the ratio set forth
with respect to the applicable period specified below within which such date
falls:

<TABLE>
<CAPTION>
              PERIOD                                                 RATIO
----------------------------------                                ------------
<S>                                                               <C>
October 31, 2004-December 31, 2004                                3.2 to 1.00
January 1, 2005-December 31, 2005                                 3.0 to 1.00
January 1, 2006-December 31, 2006                                 2.5 to 1.00
January 1, 2007-December 31, 2007                                 2.0 to 1.00
  January 1, 2008 and thereafter                                  1.5 to 1.00
</TABLE>

Notwithstanding the foregoing, Net and its Restricted Subsidiaries may Incur the
following additional Indebtedness (collectively, "Permitted Indebtedness");

            (a) Senior Secured Indebtedness, any Indebtedness outstanding on the
Issue Date (including, without limitation, the Bridge Loan) and any Refinancing
Indebtedness Incurred in respect of any Indebtedness described in this clause
(a);

            (b) Indebtedness of Net to any Restricted Subsidiary of Net and of
any Restricted Subsidiary of Net to Net or any other Restricted Subsidiary of
Net;

            (c) Indebtedness arising by reason of any Lien created or permitted
to exist in compliance with Section 10.13, including any Indebtedness of any
Guarantor arising by reason of any Lien granted by such Person to secure Senior
Secured Indebtedness, or of the Company or any Guarantor arising by reason of
any Lien granted by such Person to secure Senior Secured Indebtedness;

            (d) Indebtedness in respect of (i) letters of credit or other
similar instruments or obligations issued in connection with liabilities
Incurred in the ordinary course of business, (ii) surety, performance and other
similar bonds, instruments or obligations provided in the ordinary course of
business or (iii) Hedging Obligations entered into in the ordinary course of
business and not for speculative purposes;

            (e) Purchase Money Obligations, Capitalized Lease Obligations, and
any Refinancing Indebtedness with respect thereto, in an aggregate principal
amount at any one time outstanding not in excess of the fair market value of the
property or assets acquired in connection therewith on the date of acquisition
of such property or assets, but in no event at any time in an aggregate
outstanding principal amount exceeding

                                      132

<PAGE>

R$30,000,000 (which amount shall be increased by the IGP-M Adjustment on January
1 of each fiscal year following the Issue Date);

            (f) Indebtedness arising from the honoring of a check, draft or
similar instrument drawn against insufficient funds, provided that such
Indebtedness is extinguished within five Business Days of its Incurrence;

            (g) Indebtedness of any Restricted Subsidiary of Net that is issued
and outstanding on or prior to the date on which such Restricted Subsidiary was
acquired by Net, or is Indebtedness of another Person assumed by such Restricted
Subsidiary in connection with its acquisition of assets from such Person (in
each case, other than Indebtedness Incurred in connection with, or in
contemplation of, such acquisition), and any Refinancing Indebtedness with
respect thereto provided, however, that at the time of such acquisition, Net
shall have been able to Incur at least an additional U.S.$1.00 of Indebtedness
under provision (y) in the first paragraph of this Section 10.15 after giving
effect to such acquisition;

            (h) Indebtedness in an aggregate principal amount at any one time
outstanding not in excess of R$10,000,000 (which amount shall be increased by
the IGP-M Adjustment on January 1 of each fiscal year following the Issue Date);
and

            (i) Guarantees of the Securities and Guarantees of Indebtedness
which is not otherwise prohibited under this Section 10.15.

            For purposes of determining compliance with, and the outstanding
principal amount of any particular Indebtedness Incurred pursuant to and in
compliance with, this Section 10.15, (i) any other obligation of the obligor on
such Indebtedness (or of any other Person who could have Incurred such
Indebtedness under this Section 10.15) arising under any guarantee, Lien or
letter of credit supporting such Indebtedness shall be disregarded to the extent
that such guarantee, Lien or letter of credit secures the principal amount of
such Indebtedness; (ii) in the event that Indebtedness meets the criteria of
more than one of the types of Permitted Indebtedness described above, Net, in
its sole discretion, shall classify such item of Indebtedness and only be
required to include the amount and type of such Indebtedness in one of such
classifications; and (iii) the amount of Indebtedness issued at a price that is
less than the principal amount thereof shall be equal to the amount of the
liability in respect thereof determined in accordance with Brazilian GAAP.

            Section 10.16. Limitation on Restricted Payments.

            (a) Net and the Company shall not, and Net shall not permit its
Restricted Subsidiaries to, directly or indirectly:

                                      133

<PAGE>

            (i) declare or pay any dividend or make any other payment or
      distribution on account of Net's, the Company's or any other Restricted
      Subsidiaries' Equity Interests (including, without limitation, any payment
      in connection with any merger or consolidation involving the Company, Net
      or any other Restricted Subsidiaries) or to the direct or indirect holders
      of Net's, the Company's or any other Restricted Subsidiaries' Equity
      Interests in their capacity as such (other than dividends or distributions
      payable in Equity Interests (other than Disqualified Stock) of Net or to
      Net, the Company or another Restricted Subsidiary);

            (ii) purchase, redeem or otherwise acquire or retire for value
      (including, without limitation, in connection with any merger or
      consolidation involving Net) any Equity Interests of Net or any direct or
      indirect parent of Net, the Company or any other Restricted Subsidiary
      (other than any such Equity Interests owned by Net, the Company or any
      other Restricted Subsidiary); or

            (iii) make any Investment other than a Permitted Investment (all
      such payments and other actions set forth in clauses (i) and (ii) above
      being collectively referred to as "Restricted Payments").

            (b) The provisions of the preceding paragraph (a) shall not prohibit
any of the following (each, a "Permitted Payment"):

            (i) any payment, distribution, redemption, purchase, acquisition or
      retirement (A) which constitutes interest on capital (juro sobre capital
      proprio) which is immediately and fully capitalized or (B) which is
      required by applicable law or the charter documents of Net, the Company or
      any other Restricted Subsidiary, as such charter documents are in effect
      on the Issue Date;

            (ii) the payment of any dividend, distribution or other payment by
      the Company or any other Restricted Subsidiary to the holders of its
      Equity Interests on a pro rata basis;

            (iii) the repurchase, redemption or other acquisition or retirement
      for value of any Equity Interests of Net or any Subsidiary of Net, in each
      case from Management Investors, provided that the aggregate price paid for
      all such repurchased, redeemed, acquired or retired Equity Interests shall
      not exceed R$2,000,000 in any twelve-month period; and

            (iv) the repurchase, redemption or other acquisition or retirement
      for value of up to R$500,000 of Equity Interests of CMA Participacoes S.A.
      from Persons other than Net and its Subsidiaries.

                                      134

<PAGE>

            Section 10.17. Limitation on Modifications to Dividend Policies.

            Net and the Company shall not, and Net shall not permit the
Restricted Subsidiaries to, vote in favor of any change to the written dividend
policies of Unrestricted Subsidiaries, which would increase the required
dividend distributions of Unrestricted Subsidiaries.

            Section 10.18. Limitation on Transactions with Affiliates.

            Net and the Company shall not, and Net shall not permit any of the
Restricted Subsidiaries to, enter into (or agree to enter into or carry out) any
transaction or arrangement with any Affiliate (each, an "Affiliate
Transaction"), unless such Affiliate Transaction is on terms that are no less
favorable to Net, the Company or the relevant Restricted Subsidiary than those
that would have been obtained on an arm's-length basis with a Person that is not
an Affiliate except for:

            (a) any Restricted Payment or Permitted Payment permitted by Section
      10.16 any Permitted Investment, or any other transaction specifically
      excluded from the definition of the term "Restricted Payment";

            (b) the entering into, maintaining or performance of any employment
      contract, collective bargaining agreement, benefit plan, program or
      arrangement, related trust agreement or any other similar arrangement
      heretofore or hereafter entered into in the ordinary course of business,
      including vacation, health, insurance, deferred compensation, retirement,
      savings or other similar plans;

            (c) payment of compensation, performance of indemnification or
      contribution obligations, or any issuance, grant or award of stock,
      options or other securities, to employees, officers or directors in the
      ordinary course of business;

            (d) any transaction between Net and a Restricted Subsidiary or
      between Restricted Subsidiaries; and

            (e) any transaction arising out of agreements in existence on the
      Issue Date.

            Section 10.19. Limitations on Capital Expenditures.

            (a) Unless subject to the immediately succeeding Section 10.19(b),
the Company and Net shall not, and Net shall not permit its Restricted
Subsidiaries to, make any Capital Expenditure (other than any Capital
Expenditure which constitutes a Permitted Investment or that is made or deemed
made with the Net Cash Proceeds of an Asset Sale permitted in accordance with
Section 10.27):

            (i) in excess of:

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                  (A) for the fiscal year ending December 31, 2004,
            U.S.$50,000,000, or its equivalent in another currency or
            currencies; and

                  (B) in the case of any fiscal year ending after December 31,
            2004, U.S.$50,000,000, or its equivalent in another currency or
            currencies, as such amount may be increased by the U.S. Consumer
            Price Index from December 31, 2003 to the last day of the
            immediately preceding fiscal year; and

            (ii) during any fiscal quarter, that exceeds 50% of the applicable
      maximum amount specified for the respective fiscal year during which such
      fiscal quarter occurs;

provided, however, that if, for any fiscal year, the amount of Capital
Expenditures permitted by this paragraph (a) exceeds the aggregate amount of
Capital Expenditures actually made by Net, the Company and the other Restricted
Subsidiaries during such fiscal year (the amount of such excess being the
"Excess Amount"), Net, the Company and the Restricted Subsidiaries shall be
entitled to make additional Capital Expenditures in the immediately succeeding
fiscal year in an amount equal to that permitted under clause (i) above, plus
the lesser of (x) the Excess Amount and (y) 20% of the amount of Capital
Expenditures that would have been permitted in respect of the preceding fiscal
year. For the purposes of calculating Capital Expenditures made for any fiscal
year, any permitted Capital Expenditures carried over from the previous fiscal
year shall be deemed utilized first during such fiscal year.

            For the purposes of this Section 10.19, Capital Expenditures made
after the date of any Asset Sale shall be deemed to have been made with, but not
in excess of 50% of, the Net Cash Proceeds of such Asset Sale.

            (b) For purposes of determining compliance with the preceding
limitation on Capital Expenditures, the U.S. Dollar-equivalent of Capital
Expenditures made in a currency other than U.S. Dollars shall be calculated
based on the average currency exchange rate for the month in which the Capital
Expenditure was made or committed.

            (c) The limitation on Capital Expenditures provided for above shall
cease to exist from and after such time as the Company's Consolidated Leverage
Ratio, measured at the end of the four consecutive fiscal quarters of Net
immediately preceding the date of determination, is equal to or less than 1.00
to 1.00.

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            Section 10.20. Limitations on Designations of Restricted and
Unrestricted Subsidiaries.

            (a) Net shall not designate any Subsidiary as an Unrestricted
Subsidiary, except that any Subsidiary of Net that is not a Subsidiary of Net on
the Issue Date may be designated as an Unrestricted Subsidiary by resolution of
the Board of Directors of Net at the time when such Subsidiary is acquired or
created; provided that no such designation shall be made, or be effective,
unless:

            (i) at the time of such designation, such Subsidiary does not
      directly or indirectly own (x) any Capital Stock or Indebtedness of any
      Restricted Subsidiary that is not simultaneously being designated an
      Unrestricted Subsidiary or (y) any Capital Stock or Indebtedness of Net;

            (ii) the Investment in such Subsidiary is permitted at the time of
      such designation under Section 10.16 hereof;

            (iii) such Subsidiary does not hold any license, permit or
      authorization used in a Permitted Business on the Issue Date;

            (iv) assuming that all transactions or arrangements between such
      Subsidiary and Net or any Restricted Subsidiary were entered into at the
      time of such designation, such transactions or arrangements would be
      permitted under Section 10.18 hereof; and

            (v) immediately after giving effect to such designation, no
      condition or event shall exist that constitutes an Event of Default or an
      event or condition that, with the giving of notice or passage of time, or
      both, would constitute an Event of Default.

            (b) The Board of Directors may redesignate any Unrestricted
Subsidiary to be a Restricted Subsidiary if, immediately after giving effect to
such redesignation (i) there would not exist a Default; and (ii) the Company
would be able to Incur at least an additional U.S.$1.00 of Indebtedness under
Section 10.15.

            Section 10.21. Stock of Restricted Subsidiaries.

            Net shall, at all times, hold at least a majority of each class and
series of Capital Stock of the Restricted Subsidiaries.

            Section 10.22. Business of the Company and Net; Restriction on
Transfers of Existing Business.

            The Company and Net shall not, and Net shall not permit the
Restricted Subsidiaries to, be principally engaged in any business or activity
other than a Permitted

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Business. In addition, the Company and Net shall not, and Net shall not permit
the Restricted Subsidiaries to, directly or indirectly, transfer to any
Unrestricted Subsidiary (a) any of the licenses, permits or authorizations used
in the Permitted Business on the Issue Date or (b) any material portion of the
"property and equipment" (as such term is used in Net's consolidated financial
statements) of Net, the Company or the other Restricted Subsidiaries used in the
licensed service areas of Net, the Company and the other Restricted
Subsidiaries, as they exist on the Issue Date, provided that Net, the Company
and the other Restricted Subsidiaries may make Asset Sales in compliance with
Section 10.27 and pledge property and assets to the extent permitted under
Section 10.13.

            Section 10.23. Amendment of Constitutive Documents.

            The Company and Net shall not, and Net shall not permit the
Restricted Subsidiaries to, amend, modify or terminate, or consent to the
amendment, modification or termination of the Certificate of Incorporation,
Bylaws or other constitutive documents of the Company, Net or any Restricted
Subsidiary, as the case may be, unless the amendment, modification or
termination would not have a material adverse effect upon the Company, Net or
any Restricted Subsidiary, either individually or taken as a whole, or have a
material adverse effect on the rights and remedies of the Holders.

            Section 10.24. Accounting Changes.

            The Company and Net shall not, and Net shall not permit its
Restricted Subsidiaries to, make or permit any change in their respective (a)
accounting policies or reporting practices, except as required by Brazilian
GAAP; or (b) fiscal year-ends.

            Section 10.25. Hedging Agreements.

            The Company and Net shall not, and Net shall not permit its
Restricted Subsidiaries to, enter into any Currency Agreements, Interest Rate
Agreements or futures contracts except to the extent that such Currency
Agreements, Interest Rate Agreements or futures contracts are entered into in
the ordinary course of business and not for speculative purposes.

            Section 10.26. Compliance with Material Contracts.

            The Company and Net shall, and Net shall cause its Restricted
Subsidiaries to, comply with all of its material obligations under the terms of
each Material Contract to which it is a party, except where such non-compliance,
individually and in the aggregate, would not have a material adverse effect on
the Company, Net and its Restricted Subsidiaries, taken as a whole, or have a
material adverse effect on the rights and remedies of the Holders.

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            Section 10.27. Asset Sales.

            The Company and Net shall not, and Net shall not permit any of its
Restricted Subsidiaries to, consummate an Asset Sale unless:

            (a) Net, the Company or such other Restricted Subsidiary, as the
      case may be, receives consideration at the time of such Asset Sale at
      least equal to the Fair Market Value of the assets or Equity Interests
      issued or sold or otherwise disposed of; and

            (b) at least 80% of the consideration therefor received by Net, the
      Company or such other Restricted Subsidiary is in the form of cash.

For purposes of this provision, in addition to cash, each of the following shall
be deemed to be cash:

                  (i) Cash Equivalents; and

                  (ii) securities other than Cash Equivalents received by Net,
            the Company or any other Restricted Subsidiary from the transferee
            that are promptly, and in any event within 30 days after such sale,
            converted by Net, the Company or such other Restricted Subsidiary
            into cash.

                                 ARTICLE ELEVEN

                            PREPAYMENT OF SECURITIES

            Section 11.01. Optional Prepayment.

            The Company, or any Person designated by the Company, may prepay
Securities at any time in a total aggregate principal amount of not less than
U.S.$1,000,000 or integral multiples of U.S.$500,000 in excess thereof, plus
accrued and unpaid interest thereon to the date fixed for prepayment.

            Section 11.02. Mandatory Prepayment.

            (a) Excess Cash Flow. On June 15, 2006, and on June 15 of each
following year, the Company shall prepay Securities in a principal amount equal
to the product of (i) the Prepayment Percentage multiplied by (ii) the Excess
Cash Flow Prepayment Amount for the preceding fiscal year, if any. On each such
date on which such a prepayment is to be made, the Company shall provide the
Trustee with a notice of prepayment of Securities setting forth the amount of
such prepayment.

            (b) Senior Secured Indebtedness. Within five Business Days prior to
the voluntary prepayment of, voluntary redemption of, voluntary repurchase of,
or

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voluntary purchase of a participation in, any Senior Secured Indebtedness (other
than the Securities), the Company shall provide the Trustee with a notice of
prepayment of Securities in a principal amount equal to the product of (i) the
Prior Prepayment Percentage multiplied by (ii) the principal amount of such
prepayment, redemption, repurchase, or purchase of a participation.

            (c) Additional Indebtedness. No fewer than five Business Days after
the Incurrence of additional Indebtedness (other than Permitted Indebtedness,
except for Refinancing Indebtedness the first time that it is Incurred in
respect of Senior Secured Indebtedness), the Company shall provide the Trustee
with a notice of prepayment of Securities in a principal amount equal to the
product of (i) 80% multiplied by (ii) the product of (A) the Prepayment
Percentage multiplied by (B) the Net Cash Proceeds of such Indebtedness Incurred
or issued by Net, the Company or any other Restricted Subsidiary.

            (d) Equity Issuances.

            (i) Within five Business Days after the receipt of the payment
      therefor, if the average price per share received by Net for the sale of
      Equity Interests of Net issued to consummate the Restructuring (the
      "Closing Equity Issuance") exceeds R$0.35, the Company shall provide the
      Trustee with a notice of prepayment of Securities in a principal amount
      equal to product of (i) the Prepayment Percentage multiplied by (ii) the
      Excess Proceeds of the Closing Equity Issuance. The proceeds of the
      Closing Equity Issuance that are not applied, or required to be applied,
      to prepay the Securities under this Section 11.02(d)(i) may be applied by
      Net and/or the Company for any purpose, including, without limitation, the
      repayment of the Bridge Loan.

            (ii) Within five Business Days after the occurrence of the issuance
      of Equity Interests of Net (other than the Closing Equity Issuance) by
      Net, the Company shall provide the Trustee with a notice of prepayment of
      Securities in a principal amount equal to the product of (i) 70%
      multiplied by (ii) the Prepayment Percentage, of the Net Cash Proceeds of
      the sale of such Equity Interests of Net by Net (other than the Closing
      Equity Issuance). If, on the date immediately preceding an Equity
      Issuance, the cash and Cash Equivalents of Net, the Company and the other
      Restricted Subsidiaries on such date is less than the Minimum Cash
      Balance, the Net Cash Proceeds of such Equity Issuance shall be deemed to
      be reduced by the difference between the Minimum Cash Balance and the cash
      and Cash Equivalents of Net, the Company and the other Restricted
      Subsidiaries on such date.

            (e) Asset Sales. Within 60 days after the date of any Asset Sale
permitted under Section 10.27, the Company shall deliver to the Trustee a notice
of prepayment of Securities in a principal amount equal to the product of:

            (i) the Prepayment Percentage multiplied by:

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            (ii) the lesser of:

                  (1) 80% of the Net Cash Proceeds of such Asset Sale; and

                  (2) the greater of:

                        (x) 50% of such Net Cash Proceeds; and

                        (y) such Net Cash Proceeds minus any portion thereof
                  that shall have been applied to make Capital Expenditures.

            Section 11.03. Applicability of Article.

            Prepayment of Securities at the election of the Company or
otherwise, as permitted or required by any provision of this Indenture or the
Securities, shall be made in accordance with such provision and this Article.

            Section 11.04. Application and Deferral of Prepayments.

            Prepayments in accordance with this Article Eleven shall be applied
first to the last scheduled principal repayments of the Securities as determined
in accordance with Section 3.01. From and after any Prepayment Date, interest
shall cease to accrue on the aggregate principal amount of Securities prepaid on
such Prepayment Date.

            All prepayments of principal in respect of the Securities are
subject to deferral pursuant to the provisions of Sections 3.14, 3.15 and 3.16
hereof.

            Section 11.05. Notice of Prepayment.

            (a) Notice of any prepayment pursuant to Section 11.01 or 11.02
shall be delivered to the Trustee and simultaneously to any Paying Agent (other
than the Trustee), by the Company. The Trustee shall, at the Company's expense,
provide notice of such prepayment by first class mail, postage prepaid, mailed
not less than 15 Business Days prior to the Prepayment Date, to each Holder at
the address of such Holder appearing in the Security Register.

            All notices of prepayment pursuant to Section 11.01 or 11.02 shall
state:

            (i) the Prepayment Date;

            (ii) in the case of a Security to be prepaid in part, the principal
      amount of such Security to be prepaid;

            (iii) that on the Prepayment Date the prepayment shall become due
      and payable upon each such Security or portion thereof, and that, on and
      after any

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      Prepayment Date, interest shall cease to accrue on the aggregate principal
      amount of Securities prepaid on such Prepayment Date;

            (iv) the CUSIP number, if any, relating to such Securities; and

            (v) the paragraph of the Securities pursuant to which the Securities
      are being prepaid.

            Section 11.06. Optional Deferral of Prepayment by Holders.

            Notwithstanding any other provision of this Indenture, upon receipt
of a notice of prepayment pursuant to Section 11.05, any Holder of Senior
Secured Floating Rate Notes may, upon written notice to the Company and the
Trustee, received by the Company and the Trustee no less than five Business Days
prior the relevant Prepayment Date, elect to defer the receipt of the applicable
Prepayment Amount until the next following Payment Date. If such notice is
properly and timely delivered, the applicable prepayment amount shall be paid to
such electing Holder on the next following Payment Date, provided that interest
on such Prepayment Amount shall cease to accrue on and after the originally
scheduled Payment Date.

            Section 11.07. Deposit of Prepayment Amount.

            By 10:00 a.m. New York City time, no later than one Business Day
prior to any Prepayment Date, the Company shall deposit with the Trustee or with
a Paying Agent (or, if the Company is acting as its own Paying Agent, segregate
and hold in trust as provided in Section 10.03) an amount equal to the principal
amount of the Securities to be prepaid pursuant to Section 11.01 or 11.02 as
applicable (plus accrued and unpaid interest thereon as of such Prepayment
Date).

                                 ARTICLE TWELVE

                           SATISFACTION AND DISCHARGE

            Section 12.01. Satisfaction and Discharge of Indenture.

            This Indenture shall cease to be of further effect (except as to
surviving rights or registration of transfer or exchange of Securities herein
expressly provided for, obligations to pay Additional Amounts hereunder, the
Company's obligations under Section 6.07 hereof, and the Trustee's and Paying
Agent's obligations under Section 4.06 hereof) and the Trustee, on written
demand of and at the expense of the Company, shall execute proper instruments
acknowledging satisfaction and discharge of this Indenture, when either;

            (a) all Securities theretofore authenticated and delivered (other
      than (i) Securities which have been destroyed, lost or stolen and which
      have been

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      replaced or paid as provided in Section 3.06 hereof and (ii) Securities
      for whose payment money has theretofore been deposited in trust or
      segregated and held in trust by the Company and thereafter repaid to the
      Company or discharged from such trust, as provided in Section 10.03) have
      been delivered to the Trustee for cancellation; or

            (b) (i) all such Securities not theretofore delivered to the Trustee
      for cancellation have become due and payable and the Company or any of the
      Guarantors has irrevocably deposited or caused to be deposited with the
      Trustee in trust an amount of money in U.S. Dollars sufficient to pay and
      discharge the entire Indebtedness on such Securities not theretofore
      delivered to the Trustee for cancellation, for the principal of and
      interest accrued to the date of such deposit;

                  (ii) the Company or any Guarantor has paid or caused to be
            paid all other sums payable hereunder by the Company and the
            Guarantors; and

                  (iii) the Company and each of the Guarantors, if any, have
            delivered to the Trustee (A) irrevocable instructions to apply the
            deposited money toward payment of the Securities at the Stated
            Maturities thereof, and (B) an Officers' Certificate and an Opinion
            of Counsel each stating that all conditions precedent herein
            provided for relating to the satisfaction and discharge of this
            Indenture have been complied with; provided that in giving such
            Opinion of Counsel, such counsel may rely on officer's certificates
            as to any matter of fact.

            Notwithstanding the satisfaction and discharge of this Indenture,
the obligations of the Company to the Trustee under Section 6.07 and, if money
shall have been deposited with the Trustee pursuant to subclause (b)(i) of this
Section 12.01, the obligations of the Trustee under Section 12.02 and the last
paragraph of Section 10.03 shall survive.

            Section 12.02. Application of Trust Money.

            Subject to the provisions of the last paragraph of Section 10.03,
all money deposited with the Trustee pursuant to Section 12.01 shall be held in
trust and applied by it, in accordance with the provisions of the Securities and
this Indenture, to the payment, either directly or through any Paying Agent
(including the Company acting as its own Paying Agent) as the Trustee may
determine, to the Persons entitled thereto, of the principal of and interest on
the Securities for whose payment such money has been deposited with the Trustee.

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                                ARTICLE THIRTEEN

                             GUARANTEE OF SECURITIES

            Section 13.01. Unconditional Guarantee.

            (a) Subject to the provisions of this Article Thirteen, each
Guarantor hereby jointly and severally unconditionally and irrevocably
guarantees (such guarantee to be referred to herein as a "Guarantee") to each
Holder of a Security authenticated and delivered by the Trustee and to the
Trustee and its successors and assigns, irrespective of the validity and
enforceability of this Indenture, the Securities or the obligations of the
Company or any other Guarantors to the Holders or the Trustee hereunder or
thereunder, that: (a) the principal of and interest on the Securities (and any
Additional Amounts payable thereon) and any other amounts owing in respect of
the Securities shall be duly and punctually paid in full when due, whether at
maturity, upon prepayment pursuant to the provisions of Article Eleven hereof
and the Securities relating thereto, by acceleration or otherwise, and interest
on the overdue principal and (to the extent permitted by law) interest and
Additional Amounts, if any, on the Securities and all other obligations of the
Company or the Guarantors to the Holders or the Trustee hereunder or thereunder
(including amounts due the Trustee under Section 6.07 hereof) and all other
Indenture Obligations shall be promptly paid in full or performed, all in
accordance with the terms hereof and thereof; and (b) in case of any extension
of time of payment or renewal of any Securities or any of such other Indenture
Obligations, the same shall be promptly paid in full when due or performed in
accordance with the terms of the extension or renewal, whether at maturity, by
acceleration or otherwise. Failing payment when due of any amount so guaranteed,
or failing performance of any other obligation of the Company to the Holders,
for whatever reason, each Guarantor shall be obligated to pay, or to perform or
cause the performance of, the same immediately. An Event of Default under this
Indenture or the Securities shall constitute an event of default under this
Guarantee, and shall entitle the Holders of Securities to accelerate the
obligations of the Guarantors hereunder in the same manner and to the same
extent as the obligations of the Company.

            Each of the Guarantors hereby agrees that its obligations hereunder
shall be unconditional, irrespective of the validity, regularity or
enforceability of the Securities or this Indenture, the absence of any action to
enforce the same, any waiver or consent by any Holder with respect to any
provisions hereof or thereof, any release of any other Guarantor, the recovery
of any judgment against the Company, any action to enforce the same, whether or
not a Guarantee is affixed to any particular Security, or any other circumstance
which might otherwise constitute a legal or equitable discharge or defense of a
guarantor. Each of the Guarantors hereby waives the benefit of diligence,
presentment, demand of payment, filing of claims with a court in the event of
insolvency or bankruptcy of the Company, any right to require a proceeding first
against the Company, protest, notice and all demands whatsoever and covenants
that its Guarantee

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shall not be discharged except by complete performance of the obligations
contained in the Securities, this Indenture and this Guarantee. This Guarantee
is a guarantee of payment and not of collection. If any Holder or the Trustee is
required by any court or otherwise to return to the Company or to any Guarantor,
or any custodian, trustee, liquidator or other similar official acting in
relation to the Company or such Guarantor, any amount paid by the Company or
such Guarantor to the Trustee or such Holder, this Guarantee, to the extent
theretofore discharged, shall be reinstated in full force and effect. Each
Guarantor further agrees that, as between it, on the one hand, and the Holders
and the Trustee, on the other hand, (a) subject to this Article Thirteen, the
maturity of the obligations guaranteed hereby may be accelerated as provided in
Article Five hereof for the purposes of this Guarantee, notwithstanding any
stay, injunction or other prohibition preventing such acceleration in respect of
the obligations guaranteed hereby, and (b) in the event of any acceleration of
such obligations as provided in Article Five hereof, such obligations (whether
or not due and payable) shall forthwith become due and payable by the Guarantors
for the purpose of this Guarantee.

            This Guarantee shall remain in full force and effect and continue to
be effective should any petition be filed by or against the Company for
liquidation or reorganization, should the Company become insolvent or make an
assignment for the benefit of creditors or should a receiver or trustee be
appointed for all or any significant part of the Company's assets, and shall, to
the fullest extent permitted by law, continue to be effective or be reinstated,
as the case may be, if at any time payment and performance of the Securities
are, pursuant to applicable law, rescinded or reduced in amount, or must
otherwise be restored or returned by any obligee on the Securities, whether as a
"voidable preference," "fraudulent transfer" or otherwise, all as though such
payment or performance had not been made. In the event that any payment, or any
part thereof, is rescinded, reduced, restored or returned, the Securities shall,
to the fullest extent permitted by law, be reinstated and deemed reduced only by
such amount paid and not so rescinded, reduced, restored or returned.

            The Guarantors hereby agree that the obligations of each Guarantor
hereunder at any time shall be limited to the maximum amount as will result in
the obligations of such Guarantor hereunder not constituting a fraudulent
transfer or conveyance.

            No stockholder, officer, director, employee or incorporator, past,
present or future, or any Guarantor, as such, shall have any personal liability
under this Guarantee by reason of his, her or its status as such stockholder,
officer, director, employee or incorporator.

            The Guarantors shall have the right to seek contribution from any
non-paying Guarantor so long as the exercise of such right does not impair the
rights of the Holders under this Guarantee.

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            (b) To further evidence the Guarantee set forth in Section 13.01(a),
each Guarantor hereby agrees that a notation of such Guarantee, substantially in
the form included in Section 2.07, shall be endorsed on each Security
authenticated and delivered by the Trustee and such Guarantee shall be executed
by either manual or facsimile signature of a legal representative of each
Guarantor. The validity and enforceability of any Guarantee shall not be
affected by the fact that it is not affixed to any particular Security.

            Each Guarantor hereby agrees that its Guarantee set forth in Section
13.01(a) shall remain in full force and effect notwithstanding any failure to
endorse on each Security an notation of such Guarantee.

            If a legal representative of a Guarantor whose signature is on this
Indenture or a notation of Guarantee ceases to be a legal representative of such
Guarantor at the time the Trustee authenticates the Security on which such
Guarantee is endorsed or at any time thereafter, such Guarantor's Guarantee of
such Security shall be valid nevertheless.

            The delivery of any Security by the Trustee, after the
authentication thereof hereunder, shall constitute due delivery of any Guarantee
set forth in this Indenture on behalf of the Guarantor.

            Section 13.02. Additional Guarantors.

            All future Restricted Subsidiaries shall, and any other Person may,
become a Guarantor by executing and delivering to the Trustee (a) a supplemental
indenture in substantially the form of Exhibit B to this Indenture, which
subjects such Person to the provisions of this Indenture as a Guarantor, and (b)
an Opinion of Counsel to the effect that such supplemental indenture has been
duly authorized and executed by such Person and constitutes the legal, valid,
binding and enforceable obligations of such Person (subject to customary
exceptions concerning bankruptcy, fraudulent conveyance, creditors' rights, laws
of general application and equitable principles).

            Section 13.03. Release of a Guarantor.

            (a) If no Default exists or would exist under this Indenture, upon
the sale or disposition of all of the Capital Stock of a Guarantor by the
Company or a Restricted Subsidiary of the Company in a transaction permitted
under this Indenture, or upon the consolidation or merger of a Guarantor with or
into any person in compliance with Article Eight (in each case, other than to
the Company or an Affiliate of the Company or a Restricted Subsidiary), such
Guarantor and each Subsidiary of such Guarantor that is also a Guarantor shall
be deemed automatically and unconditionally released and discharged from all
obligations under this Article Thirteen without any

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further action required on the part of the Trustee or any Holder; provided,
however, that each such Guarantor is sold or disposed of in accordance with this
Indenture;

            (b) The Trustee shall deliver an appropriate instrument evidencing
the release of a Guarantor upon receipt of a Company Order or request of such or
such Guarantor accompanied by an Officer's Certificate and an Opinion of Counsel
certifying as to the compliance with this Section 13.03. Any Guarantor not so
released or the entity surviving such Guarantor, as applicable, shall remain or
be liable under its Guarantee as provided in this Article Thirteen.

            The Trustee shall execute any documents reasonably requested by the
Company or a Guarantor in order to evidence the release of such Guarantor from
its obligations under its Guarantee under this Article Thirteen.

            Except as set forth in Article Eight and Article Ten and this
Section 13.03, nothing contained in this Indenture or in any of the Securities
shall prevent any consolidation or merger of a Guarantor with or into the
Company or another Guarantor or shall prevent any sale or conveyance of the
property of a Guarantor as an entirety or substantially as an entirety to the
Company or another Guarantor.

            Section 13.04. Waiver of Subrogation.

            Until this Indenture is discharged and all amounts owing in respect
of the Securities are discharged and paid in full, each Guarantor hereby
irrevocably waives and agrees not to exercise any claim or other rights which it
may now or hereafter acquire against the Company that arise from the existence,
payment, performance or enforcement of the Company's obligations under the
Securities or this Indenture and such Guarantor's obligations under this
Guarantee and this Indenture, in any such instance including, without
limitation, any right of subrogation, reimbursement, exoneration, contribution,
indemnification, and any right to participate in any claim or remedy of the
Guaranteed Parties against the Company, whether or not such claim, remedy or
right arises in equity, or under contract, statute or common law, including,
without limitation, the right to take or receive from the Company, directly or
indirectly, in cash or other property or by set-off or in any other manner,
payment or security on account of such claim or other rights. If any amount
shall be paid to any Guarantor in violation of the preceding sentence and any
amounts owing to the Trustee or the Holders of Securities under the Securities,
this Indenture, or any other document or instrument delivered under or in
connection with such agreements or instruments, shall not have been paid in
full, such amount shall have been deemed to have been paid to such Guarantor for
the benefit of, and held in trust for the benefit of, the Guaranteed Parties and
shall forthwith be paid to the Trustee for the benefit of such Holders to be
credited and applied to the obligations in favor of the Guaranteed Parties,
whether matured or unmatured, in accordance with the terms of this Indenture.
Each Guarantor acknowledges that it will receive direct and indirect benefits

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from the financing arrangements contemplated by this Indenture and that the
waiver set forth in this Section 13.04 is knowingly made in contemplation of
such benefits.

            Section 13.05. Immediate Payment.

            Each Guarantor agrees to make immediate payment to the Trustee on
behalf of the Guaranteed Parties of all Guaranteed Obligations owing or payable
to the respective Guaranteed Parties upon receipt of a demand for payment
therefor by the Trustee to such Guarantor in writing.

            Section 13.06. No Set-Off.

            Each payment to be made by a Guarantor hereunder in respect of the
Guaranteed Obligations shall be payable in the currency or currencies in which
such Guaranteed Obligations are denominated, and shall be made without set-off,
counterclaim, reduction or diminution of any kind or nature.

            Section 13.07. Obligations Absolute.

            The obligations of each Guarantor hereunder are and shall be
absolute and unconditional and any monies or amounts expressed to be owing or
payable by each Guarantor hereunder which may not be recoverable from such
Guarantor on the basis of a guarantee shall be recoverable from such Guarantor
as a primary obligor and principal debtor in respect thereof.

            Section 13.08. Obligations Continuing.

            The obligations of each Guarantor hereunder shall be continuing and
shall remain in full force and effect until all the Guaranteed Obligations have
been paid and satisfied in full.

            Section 13.09. Obligations Not Reduced.

            The obligations of each Guarantor hereunder shall not be satisfied,
reduced or discharged by any intermediate payment or satisfaction of the whole
or any part of the principal, interest, fees and other monies or amounts which
may at any time be or become owing or payable under or by virtue of or otherwise
in connection with the Securities or this Indenture.

            Section 13.10. Obligations Reinstated.

            The obligations of each Guarantor hereunder shall continue to be
effective or shall be reinstated, as the case may be, if at any time any payment
which would otherwise have reduced the obligations of any Guarantor hereunder
(whether such payment shall have been made by or on behalf of the Company or by
or on behalf of a

                                      148

<PAGE>

Guarantor) is rescinded or reclaimed from any of the Guaranteed Parties upon the
insolvency, bankruptcy, liquidation or reorganization of the Company or any
Guarantor or otherwise, all as though such payment had not been made. If demand
for, or acceleration of the time for, payment by the Company is stayed upon the
insolvency, bankruptcy, liquidation or reorganization of the Company, all such
indebtedness otherwise subject to demand for payment or acceleration shall
nonetheless be payable by each Guarantor as provided herein.

            Section 13.11. Obligations Not Affected.

            The obligations of each Guarantor hereunder shall not be affected,
impaired or diminished in any way by any act, omission, matter or thing
whatsoever, occurring before, upon or after any demand for payment hereunder
(and whether or not known or consented to by any Guarantor or any of the
Guaranteed Parties) which, but for this provision, might constitute a whole or
partial defense to a claim against any Guarantor hereunder or might operate to
release or otherwise exonerate any Guarantor from any of its obligations
hereunder or otherwise affect such obligations, whether occasioned by default of
any of the Guaranteed Parties or otherwise, including, without limitation:

            (a) any limitation of status or power, disability, incapacity or
      other circumstance relating to the Company or any other person, including
      any insolvency, bankruptcy, liquidation, reorganization, readjustment,
      composition, dissolution, winding-up or other proceeding involving or
      affecting the Company or any other person;

            (b) any irregularity, defect, unenforceability or invalidity in
      respect of any indebtedness or other obligation of the Company or any
      other person under this Indenture, the Securities or any other document or
      instrument;

            (c) any failure of the Company, whether or not without fault on its
      part, to perform or comply with any of the provisions of this Indenture or
      the Securities, or to give notice thereof to a Guarantor;

            (d) the taking or enforcing or exercising or the refusal or neglect
      to take or enforce or exercise any right or remedy from or against the
      Company or any other person or their respective assets or the release or
      discharge of any such right or remedy;

            (e) any taking, exchange, release or non-perfection of any
      Collateral or any other collateral;

            (f) any manner of application of Collateral or any other collateral,
      or proceeds thereof, to all or any Guaranteed Obligations, or any manner
      of sale or

                                      149

<PAGE>

      other disposition of any Collateral or any other collateral for all or any
      of the Guaranteed Obligations;

            (g) the granting of time, renewals, extensions, compromises,
      concessions, waivers, releases, discharges and other indulgences to the
      Company or any other person;

            (h) any change in the time, manner or place of payment of, or in any
      other term of, any of the Securities, or any other amendment, variation,
      supplement, replacement or waiver of, or any consent to departure from,
      any of the Securities or this Indenture, including, without limitation,
      any increase or decrease in the principal amount of or premium, if any, or
      interest on any of the Securities;

            (i) any change in the ownership, control, name, objects, businesses,
      assets, capital structure or constitution of the Company or a Guarantor;

            (j) any merger or amalgamation of the Company or a Guarantor with
      any Person or Persons;

            (k) the occurrence of any change in the laws, rules, regulations or
      ordinances of any jurisdiction by any present or future action of any
      governmental authority or court amending, varying, reducing or otherwise
      affecting, or purporting to amend, vary, reduce or otherwise affect, any
      of the Guaranteed Obligations or the obligations of a Guarantor under its
      Guarantee; and

            (l) any other circumstance (other than by complete, irrevocable
      payment) that might otherwise constitute a legal or equitable discharge or
      defense of the Company under this Indenture or the Securities or of a
      Guarantor in respect of its Guarantee hereunder.

            Section 13.12. Waiver.

            Without in any way limiting the provisions of Section 13.01 hereof,
each Guarantor hereby waives notice of acceptance hereof, notice of any
liability of any Guarantor hereunder, notice or proof of reliance by the
Guaranteed Parties upon the obligations of any Guarantor hereunder, and
diligence, presentment, demand for payment on the Company, protest, notice of
dishonor or non-payment of any of the Guaranteed Obligations, or other notice or
formalities to the Company or any Guarantor of any kind whatsoever. Each of the
Guarantors hereby waives all benefits set forth in articles 1491, 1494, 1498,
1499, 1500 and 1503 of the Brazilian Civil Code, articles 261 and 262 of the
Brazilian Commercial Code and article 595 of the Brazilian Civil Procedure Code.

                                      150

<PAGE>

            Section 13.13. No Obligation to Take Action Against Company.

            Neither the Trustee nor any of the other Guaranteed Parties shall
have any obligation to enforce or exhaust any rights or remedies or to take any
other steps under any security for the Guaranteed Obligations or against the
Company or any other person or any property of the Company or any other person
before the Trustee is entitled to demand payment and performance by any or all
Guarantors of their liabilities and obligations under their Guarantees or under
this Indenture.

            Section 13.14. Dealing with Company and Others.

            The Guaranteed Parties, without releasing, discharging, limiting or
otherwise affecting in whole or in part the obligations and liabilities of any
Guarantor hereunder and without the consent of or notice to any Guarantor, may:

            (a) grant time, renewals, extensions, compromises, concessions,
      waivers, releases, discharges and other indulgences to the Company or any
      other person;

            (b) take or abstain from taking security or collateral from the
      Company or from perfecting security or collateral of the Company;

            (c) release, discharge, compromise, realize, enforce or otherwise
      deal with or do any act or thing in respect of (with or without
      consideration) any and all collateral, mortgages or other security given
      by the Company or any third party with respect to the obligations or
      matters contemplated by this Indenture or the Securities;

            (d) accept compromises or arrangements from the Company;

            (e) apply all monies at any time received from the Company or from
      any security upon such part of the Guaranteed Obligations as the
      Guaranteed Parties may see fit or change any such application in whole or
      in part from time to time as the Guaranteed Parties may see fit; and

            (f) otherwise deal with, or waive or modify their right to deal
      with, the Company and all other Persons and any security as the Guaranteed
      Parties or the Trustee may see fit.

            Section 13.15. Default and Enforcement.

            If any Guarantor fails to pay in accordance with Section 13.05
hereof, the Trustee may proceed in its name as trustee hereunder in the
enforcement of the Guarantee of any such Guarantor and such Guarantor's
Obligations thereunder and hereunder by

                                      151

<PAGE>

any remedy provided by law, whether by legal proceedings or otherwise, and to
recover from such Guarantor the Guaranteed Obligations.

            Section 13.16. Amendment, etc.

            No amendment, modification or waiver of any provision of this
Indenture relating to any Guarantor or consent to any departure by any Guarantor
or any other person from any such provision will in any event be effective
unless it is signed by such Guarantor and the Trustee.

            Section 13.17. Acknowledgment.

            Each Guarantor hereby acknowledges communication of the terms of
this Indenture and the Securities and consents to and approves of the same.

            Section 13.18. Costs and Expenses.

            Each Guarantor shall pay on demand by the Trustee any and all costs,
fees and expenses (including, without limitation, legal fees on a solicitor and
client basis) Incurred by the Trustee, its agents, advisors and counsel or any
of the Guaranteed Parties in enforcing any of their rights under any Guarantee.

            Section 13.19. No Merger or Waiver; Cumulative Remedies.

            No Guarantee shall operate by way of merger of any of the
obligations of the Guarantor under any other agreement, including, without
limitation, this Indenture.

            Section 13.20. Survival of Obligations.

            Without prejudice to the survival of any of the other obligations of
each Guarantor hereunder, the obligations of each Guarantor under Section 13.06
shall survive the payment in full of the Guaranteed Obligations and shall be
enforceable against such Guarantor without regard to and without giving effect
to any defense, right of offset or counterclaim available to or which may be
asserted by the Company or any Guarantor.

            Section 13.21. Guarantee in Addition to Other Obligations.

            The obligations of each Guarantor under its Guarantee and this
Indenture are in addition to and not in substitution for any other obligations
to the Trustee or to any of the Guaranteed Parties in relation to this Indenture
or the Securities and any guarantees or security at any time held by or for the
benefit of any of them.

                                      152

<PAGE>

            Section 13.22. Severability.

            Any provision of this Article Thirteen which is prohibited or
unenforceable in any jurisdiction shall not invalidate the remaining provisions
and any such prohibition or unenforceability in any jurisdiction shall not
invalidate or render unenforceable such provision in any other jurisdiction
unless its removal would substantially defeat the basic intent, spirit and
purpose of this Indenture and this Article Thirteen.

            Section 13.23. Successors and Assigns.

            Each Guarantee shall be binding upon and inure to the benefit of
each Guarantor and the Trustee and the other Guaranteed Parties and their
respective successors and permitted assigns, except that no Guarantor may assign
any of its obligations hereunder or thereunder.

                         [signatures on following pages]

                                      153

<PAGE>

                                          NET SUL COMUNICACOES LTDA.

                                          By: __________________________________
                                              Name:
                                              Title:

                                          By: __________________________________
                                              Name:
                                              Title:

                                          NET SERVICOS DE COMUNICACAO S.A.

                                          By: __________________________________
                                              Name:
                                              Title:

                                          By: __________________________________
                                              Name:
                                              Title:

                                          ALNOR ALUMINIO DO NORTE LTDA.

                                          By: __________________________________
                                              Name:
                                              Title:

                                          By: __________________________________
                                              Name:
                                              Title:

<PAGE>

                                          ANTENAS COMUNITARIAS BRASILEIRAS LTDA.

                                          By: __________________________________
                                              Name:
                                              Title:

                                          By: __________________________________
                                              Name:
                                              Title:

                                          CABODINAMICA TV CABO SAO PAULO S.A.

                                          By: __________________________________
                                              Name:
                                              Title:

                                          By: __________________________________
                                              Name:
                                              Title:

                                          CMA PARTICIPACOES S.A.

                                          By: __________________________________
                                              Name:
                                              Title:

                                          By: __________________________________
                                              Name:
                                              Title:

<PAGE>

                                          DABNY, L.L.C.

                                          By: __________________________________
                                              Name:
                                              Title:

                                          By: __________________________________
                                              Name:
                                              Title:

                                          JONQUIL VENTURES LIMITED

                                          By: __________________________________
                                              Name:
                                              Title:

                                          By: __________________________________
                                              Name:
                                              Title:

                                          MULTICANAL TELECOMUNICACOES S.A.

                                          By: __________________________________
                                              Name:
                                              Title:

                                          By: __________________________________
                                              Name:
                                              Title:

<PAGE>

                                          NET BELO HORIZONTE LTDA.

                                          By: __________________________________
                                              Name:
                                              Title:

                                          By: __________________________________
                                              Name:
                                              Title:

                                          NET BRASILIA LTDA.

                                          By: __________________________________
                                              Name:
                                              Title:

                                          By: __________________________________
                                              Name:
                                              Title:

                                          NET LONDRINA LTDA.

                                          By: __________________________________
                                              Name:
                                              Title:

                                          By: __________________________________
                                              Name:
                                              Title:

<PAGE>

                                          NET RIO S.A.

                                          By: __________________________________
                                              Name:
                                              Title:

                                          By: __________________________________
                                              Name:
                                              Title:

                                          TV CABO DE CHAPECO LTDA.

                                          By: __________________________________
                                              Name:
                                              Title:

                                          By: __________________________________
                                              Name:
                                              Title:

<PAGE>

                                          TV VIDEO CABO DE BELO HORIZONTE S.A.

                                          By: __________________________________
                                              Name:
                                              Title:

                                          By: __________________________________
                                              Name:
                                              Title:

                                          NET RECIFE LTDA.

                                          By: __________________________________
                                              Name:
                                              Title:

                                          By: __________________________________
                                              Name:
                                              Title:

                                          NET SAO PAULO LTDA.

                                          By: __________________________________
                                              Name:
                                              Title:

                                          By: __________________________________
                                              Name:
                                              Title:

<PAGE>

                                          NET CAMPINAS LTDA.

                                          By: __________________________________
                                              Name:
                                              Title:

                                          By: __________________________________
                                              Name:
                                              Title:

                                          NET INDAIATUBA LTDA.

                                          By: __________________________________
                                              Name:
                                              Title:

                                          By: __________________________________
                                              Name:
                                              Title:

                                          NET FRANCA LTDA.

                                          By: __________________________________
                                              Name:
                                              Title:

                                          By: __________________________________
                                              Name:
                                              Title:

<PAGE>

                                          DR-EMPRESA DE DISTRIBUICAO E RECEPCAO
                                          DE TV LTDA.

                                          By: __________________________________
                                              Name:
                                              Title:

                                          By: __________________________________
                                              Name:
                                              Title:

                                          NET JOINVILLE LTDA.

                                          By: __________________________________
                                              Name:
                                              Title:

                                          By: __________________________________
                                              Name:
                                              Title:

                                          NET FLORIANOPOLIS LTDA.

                                          By: __________________________________
                                              Name:
                                              Title:

                                          By: __________________________________
                                              Name:
                                              Title:

<PAGE>

                                          NET MARINGA LTDA.

                                          By: __________________________________
                                              Name:
                                              Title:

                                          By: __________________________________
                                              Name:
                                              Title:

                                          NET SAO JOSE DO RIO PRETO LTDA.

                                          By: __________________________________
                                              Name:
                                              Title:

                                          By: __________________________________
                                              Name:
                                              Title:

                                          NET PIRACICABA LTDA.

                                          By: __________________________________
                                              Name:
                                              Title:

                                          By: __________________________________
                                              Name:
                                              Title:

<PAGE>

                                          NET GOIANIA LTDA.

                                          By: __________________________________
                                              Name:
                                              Title:

                                          By: __________________________________
                                              Name:
                                              Title:

                                          NET CAMPO GRANDE LTDA.

                                          By: __________________________________
                                              Name:
                                              Title:

                                          By: __________________________________
                                              Name:
                                              Title:

                                          NET SOROCABA LTDA.

                                          By: __________________________________
                                              Name:
                                              Title:

                                          By: __________________________________
                                              Name:
                                              Title:

<PAGE>

                                          NET SAO CARLOS S.A.

                                          By: __________________________________
                                              Name:
                                              Title:

                                          By: __________________________________
                                              Name:
                                              Title:

                                          HORIZONTE SUL COMUNICACOES LTDA.

                                          By: __________________________________
                                              Name:
                                              Title:

                                          By: __________________________________
                                              Name:
                                              Title:

                                          NET PARANA COMUNICACOES LTDA.

                                          By: __________________________________
                                              Name:
                                              Title:

                                          By: __________________________________
                                              Name:
                                              Title:

<PAGE>

                                          NET CURITIBA LTDA.

                                          By: __________________________________
                                              Name:
                                              Title:

                                          By: __________________________________
                                              Name:
                                              Title:

                                          NET ARAPONGAS LTDA.

                                          By: __________________________________
                                              Name:
                                              Title:

                                          By: __________________________________
                                              Name:
                                              Title:

                                          NET RIBEIRAO PRETO S.A.

                                          By: __________________________________
                                              Name:
                                              Title:

                                          By: __________________________________
                                              Name:
                                              Title:

<PAGE>

                                          NET BAURU LTDA.

                                          By: __________________________________
                                              Name:
                                              Title:

                                          By: __________________________________
                                              Name:
                                              Title:

                                          NET ANAPOLIS LTDA.

                                          By: __________________________________
                                              Name:
                                              Title:

                                          By: __________________________________
                                              Name:
                                              Title:

                                          REYC COMERCIO E PARTICIPACOES LTDA.

                                          By: __________________________________
                                              Name:
                                              Title:

                                          By: __________________________________
                                              Name:
                                              Title:

                                          THE BANK OF NEW YORK,
                                           as Trustee

<PAGE>

                                          By: __________________________________
                                              Name:
                                              Title:

<PAGE>

                                                                       EXHIBIT A

                       FORM OF CERTIFICATE TO BE DELIVERED
                          IN CONNECTION WITH TRANSFERS
                             PURSUANT TO REGULATIONS

NET SUL COMUNICACOES LTDA.

[                      ]
c/o [                  ]
[                      ]
[                      ]

Attention:  Corporate Trust Administration

      Re:   Net Sul Comunicacoes Ltda.
            (the "Company") 7.0% Senior Secured Notes
            due 2009 and Senior Secured Floating Rate
            Notes due 2009 (the "Securities")

Ladies and Gentlemen:

            In connection with our proposed sale of U.S.$ ________________
aggregate principal amount of the Securities, we confirm that such sale has been
effected pursuant to and in accordance with Regulation S under the Securities
Act of 1933, as amended, and, accordingly, we represent that:

            (1) the offer of the Securities was not made to a U.S. Person;

            (2) either (a) at the time the buy order was originated, the
      transferee was outside the United States or we and any person acting on
      our behalf reasonably believed that the transferee was outside the United
      States or (b) the transaction was executed in, on or through the
      facilities of a designated off-shore securities market and neither we nor
      any person acting on our behalf knows that the transaction has been
      pre-arranged with a buyer in the United States;

            (3) no directed selling efforts have been made in the United States
      in contravention of the requirements of Rule 903(b) or Rule 904(b) of
      Regulation S, as applicable; and

            (4) the transaction is not part of a plan or scheme to evade the
      registration requirements of the U.S. Securities Act of 1933, as amended.

In addition, if the sale is made during a restricted period and the provision of
Rule 903(c)(3) or Rule 904(c)(1) of Regulation S are applicable thereto, we
confirm that such sale has been made

                                      A-1

<PAGE>

                  THIS LETTER SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE
WITH, THE LAWS OF THE STATE OF NEW YORK.

                                          ______________________________________

                                          (Name of Purchaser)

                                          By: __________________________________
                                              Name:
                                              Title:
                                              Address:

                                          Date: ________________________________

Upon transfer, the Notes should be registered in the name of the new beneficial
owner as follows:

Name: ____________________________________

Address: _________________________________

Taxpayer ID Number: ______________________

                                      A-2

<PAGE>
                                                                       EXHIBIT B


                         FORM OF SUPPLEMENTAL INDENTURE