Exhibit 4.1

                                  TEVECAP S.A.

                          12.625% Senior Notes due 2009

                                    INDENTURE

                         Dated as of             , 2004

                       HSBC BANK USA, NATIONAL ASSOCIATION
                                     Trustee

                                       and

                             Principal Paying Agent

<PAGE>

                              CROSS-REFERENCE TABLE

TIA                                                                Indenture
Section                                                              Section
-------                                                              -------

310(a)(1)             ...........................................       6.10
(a)(2)                ...........................................       6.10
(a)(3)                ...........................................       N.A.
(a)(4)                ...........................................       N.A.
(b)                   ...........................................  6.8; 6.10
(c)                   ...........................................       N.A.
311(a)                ...........................................       6.11
(b)                   ...........................................       6.11
(c)                   ...........................................       N.A.
312(a)                ...........................................       2.16
(b)                   ...........................................        9.3
(c)                   ...........................................        9.3
313(a)                ...........................................        6.6
(b)(1)                ...........................................       N.A.
(b)(2)                ...........................................        6.6
(c)                   ...........................................        6.6
(d)                   ...........................................        6.6
314(a)                ...........................................       N.A.
                                                                         9.2
(b)                   ...........................................       N.A.
(c)(1)                ...........................................        9.4
(c)(2)                ...........................................        9.4
(c)(3)                ...........................................       N.A.
(d)                   ...........................................       N.A.
(e)                   ...........................................        9.5
(f)                   ...........................................       N.A.
315(a)                ...........................................        6.1
(b)                   ...........................................        6.1
(c)                   ...........................................        6.1
(d)                   ...........................................        6.1
(e)                   ...........................................       5.11
316(a)(last sentence) ...........................................        9.6
(a)(1)(A)             ...........................................        5.5
(a)(1)(B)             ...........................................        5.4
(a)(2)                ...........................................       N.A.
(b)                   ...........................................        5.7
317(a)(1)             ...........................................        5.8
(a)(2)                ...........................................        5.9
(b)                   ...........................................        2.8
318(a)                ...........................................        9.1

                      N.A. means Not Applicable.
----------

Note: This Cross-Reference Table shall not, for any purpose, be deemed to be
part of the Indenture.

<PAGE>

                                TABLE OF CONTENTS

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ARTICLE I             DEFINITIONS AND INCORPORATION BY REFERENCE.................................................1

         SECTION 1.1.        Definitions.........................................................................1

         SECTION 1.2.        Other Definitions...................................................................4

         SECTION 1.3.        Incorporation by Reference of Trust Indenture Act...................................5

         SECTION 1.4.        Rules of Construction...............................................................5

ARTICLE II            THE NOTES..................................................................................6

         SECTION 2.1.        Title and Terms; Form...............................................................6

         SECTION 2.2.        Denominations.......................................................................6

         SECTION 2.3.        Execution, Authentication, Delivery and Dating......................................6

         SECTION 2.4.        Temporary Notes.....................................................................7

         SECTION 2.5.        Registration, Registration of Transfer and Exchange.................................8

         SECTION 2.6.        Mutilated, Destroyed, Lost and Stolen Notes.........................................8

         SECTION 2.7.        Payment of Interest; Interest Rights Preserved......................................9

         SECTION 2.8.        Paying Agents; Discharge of Payment Obligations; Indemnity of Holders..............10

         SECTION 2.9.        Persons Deemed Owners..............................................................10

         SECTION 2.10.       Cancellation.......................................................................11

         SECTION 2.11.       Computation of Interest............................................................11

         SECTION 2.12.       Legal Holidays.....................................................................11

         SECTION 2.13.       CUSIP and CINS Numbers.............................................................11

         SECTION 2.14.       Book-Entry Provisions for Global Notes.............................................11

         SECTION 2.15.       Money for Note Payments To be Held in Trust........................................12

         SECTION 2.16.       Noteholder Lists...................................................................13

         SECTION 2.17.       Outstanding Notes..................................................................14

ARTICLE III           REDEMPTION................................................................................14

         SECTION 3.1.        Scheduled Redemption...............................................................14

         SECTION 3.2.        Optional Redemption................................................................15

         SECTION 3.3.        Notices to Trustee.................................................................15

         SECTION 3.4.        Selection of Notes To Be Redeemed..................................................15

         SECTION 3.5.        Notice of Redemption...............................................................15

         SECTION 3.6.        Effect of Notice of Redemption.....................................................16

         SECTION 3.7.        Deposit of Redemption Price........................................................16

         SECTION 3.8.        Notes Redeemed in Part.............................................................16

ARTICLE IV            COVENANTS.................................................................................16
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                                       i
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                                TABLE OF CONTENTS
                                   (continued)

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         SECTION 4.1.        Payment of Notes...................................................................16

         SECTION 4.2.        Payment of Additional Amounts......................................................17

         SECTION 4.3.        Compliance Certificate.............................................................19

         SECTION 4.4.        Further Instruments and Acts.......................................................19

ARTICLE V             DEFAULTS AND REMEDIES.....................................................................19

         SECTION 5.1.        Events of Default..................................................................19

         SECTION 5.2.        Acceleration.......................................................................21

         SECTION 5.3.        Other Remedies.....................................................................21

         SECTION 5.4.        Waiver of Past Defaults............................................................21

         SECTION 5.5.        Control by Majority................................................................21

         SECTION 5.6.        Limitation on Suits................................................................21

         SECTION 5.7.        Rights of Holders to Receive Payment...............................................22

         SECTION 5.8.        Collection Suit by Trustee.........................................................22

         SECTION 5.9.        Trustee May File Proofs of Claim...................................................22

         SECTION 5.10.       Priorities.........................................................................22

         SECTION 5.11.       Undertaking for Costs..............................................................23

ARTICLE VI            TRUSTEE...................................................................................23

         SECTION 6.1.        Duties of Trustee..................................................................23

         SECTION 6.2.        Rights of Trustee..................................................................24

         SECTION 6.3.        Individual Rights of Trustee.......................................................24

         SECTION 6.4.        Trustee's Disclaimer...............................................................24

         SECTION 6.5.        Intentionally Omitted..............................................................25

         SECTION 6.6.        Reports by Trustee to Holders......................................................25

         SECTION 6.7.        Compensation and Indemnity.........................................................25

         SECTION 6.8.        Replacement of Trustee.............................................................25

         SECTION 6.9.        Successor Trustee by Merger........................................................26

         SECTION 6.10.       Eligibility; Disqualification......................................................26

         SECTION 6.11.       Preferential Collection of Claims Against Company..................................27

ARTICLE VII           DISCHARGE OF INDENTURE; DEFEASANCE........................................................27

         SECTION 7.1.        Discharge of Liability on Notes; Defeasance........................................27

         SECTION 7.2.        Conditions to Defeasance...........................................................27

         SECTION 7.3.        Application of Trust Money.........................................................29

         SECTION 7.4.        Repayment to Company...............................................................29
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                                       ii
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                                TABLE OF CONTENTS
                                   (continued)

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         SECTION 7.5.        Indemnity for U.S. Government Obligations..........................................29

         SECTION 7.6.        Reinstatement......................................................................29

ARTICLE VIII          AMENDMENTS................................................................................29

         SECTION 8.1.        Without Consent of Holders.........................................................29

         SECTION 8.2.        With Consent of Holders............................................................30

         SECTION 8.3.        Compliance with Trust Indenture Act................................................31

         SECTION 8.4.        Revocation and Effect of Consents and Waivers......................................31

         SECTION 8.5.        Notation on or Exchange of Notes...................................................31

         SECTION 8.6.        Trustee To Sign Amendments.........................................................31

ARTICLE IX            MISCELLANEOUS.............................................................................31

         SECTION 9.1.        Trust Indenture Act Controls.......................................................31

         SECTION 9.2.        Notices............................................................................31

         SECTION 9.3.        Communication by Holders with other Holders........................................33

         SECTION 9.4.        Certificate and Opinion as to Conditions Precedent.................................33

         SECTION 9.5.        Statements Required in Certificate or Opinion......................................33

         SECTION 9.6.        When Notes Disregarded.............................................................33

         SECTION 9.7.        Rules by Trustee, Paying Agent and Registrar.......................................33

         SECTION 9.8.        Legal Holidays.....................................................................33

         SECTION 9.9.        Governing Law......................................................................34

         SECTION 9.10.       No Recourse Against Others.........................................................34

         SECTION 9.11.       Successors.........................................................................34

         SECTION 9.12.       Multiple Originals.................................................................34

         SECTION 9.13.       Variable Provisions................................................................34

         SECTION 9.14.       Qualification of Indenture.........................................................34

         SECTION 9.15.       Table of Contents; Headings........................................................34

         SECTION 9.16.       Agent for Service; Submission to Jurisdiction; Waiver of Immunities................34

         SECTION 9.17.       Currency of Account; Conversion of Currency; Foreign Exchange Restrictions.........35
</TABLE>


                                      iii
<PAGE>

                  INDENTURE, dated as of            , 2004, among TEVECAP S.A.,
a sociedade anonima organized under the laws of the Federative Republic of
Brazil (the "Company") HSBC Bank USA, National Association as Trustee, (the
"Trustee") and, as Principal Paying Agent.

                  The Company agrees as follows for the benefit of the other
parties hereto and for the equal and ratable benefit of the Holders of the
Company's 12.625% Senior Notes due 2009 (the "Notes"):

                                   ARTICLE I

                   Definitions and Incorporation by Reference

                  SECTION 1.1. Definitions.

                  "Additional Amounts" shall have the meaning specified in
Section 4.2 hereof.

                  "Affiliate" of any specified Person means any other Person,
directly or indirectly, controlling or controlled by or 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 power to direct the
management and policies of such Person, directly or indirectly, whether through
the ownership of voting Notes, by contract or otherwise; and the terms
"controlling" and "controlled" have meanings correlative to the foregoing.

                  "Business Day" means each day which is not a Legal Holiday.

                  "Capital Stock" of any Person means any and all shares,
interests, rights to purchase, warrants, options, participations or other
equivalents of or interests in (however designated) equity of such Person,
excluding any debt securities convertible into such equity.

                  "Code" means the United States Internal Revenue Code of 1986,
as amended.

                  "Commission" or "SEC" 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.

                  "Company Request" or "Company Order" means a written request
or order signed in the name of the Company by any two of its Chief Executive
Officer, Chief Operating Officer, Chief Financial Officer, President or a Vice
President or its Secretary or an Assistant Secretary, and delivered to the
Trustee.

                  "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 at the date of execution of this Indenture is located
at 452 Fifth Avenue, New York, NY 10018, Attention: Corporate Trust.

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

                  "Depository" means The Depository Trust Company, its nominees
and their respective successors.

<PAGE>

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

                  "Exchange Adjustment" means:

                  (i) with respect to the First Redemption Date, the amount
                  which is "a" where:

                  a = (ERI - 0.3) x IA

                  where:

                  "ERI" is the Exchange Rate Increase applicable to the First
                  Redemption Date; and

                  "IA" is the Installment Amount due on the First Redemption
                  Date; and

                  (ii) with respect to the Second Redemption Date, the amount
                  which is "a" where:

                  a = (ERI - 0.4) x IA

                  where:

                  "ERI" is the Exchange Rate Increase applicable to the Second
Redemption Date; and

                  "IA" is the Installment Amount due on the Second Redemption
Date but as adjusted, if applicable, in accordance with Section 3.1 (b)(1)(ii).

                  "Exchange Rate Increase" means, with respect to the First
Redemption Date or the Second Redemption Date, the amount of the increase
(expressed as a decimal fraction of the exchange rate applicable at 7:30 p.m.
(Sao Paulo time) on the day which is one Sao Paulo business day prior to
November 26, 2004, if any, in the exchange rate for the purchase of Brazilian
reais with U.S. dollars, for the period from 7:30 p.m. (Sao Paulo time) on the
day which is one Sao Paulo business day prior to November 26, 2004 until 7:30
p.m. (Sao Paulo time) on the day which is five Sao Paulo business days prior to
the First Redemption Date or the Second Redemption Date (as applicable), using
the Real/U.S. dollar commercial rate, expressed as the amount of reais per one
U.S. dollar, reported by the Bancon Central do Brasil on SISBACEN Data System
under transaction code PTAX-800 ("Consultas de Cambio" or Exchange Rate Inquiry)
Option 5 ("Cotacoes para Contabilidade" or Rates for Accounting Purposes) market
type L (corresponding to U.S. dollars traded in the foreign exchange market
segment officially denominated "Livre" and commonly known as "Commercial").

                  "Excluded Debt" means any outstanding indebtedness with
respect to the Company's 12.625% Senior Notes due 2004.

                  "GAAP" means generally accepted accounting principles in the
United States of America as in effect from time to time, including those set
forth in the opinions and pronouncements of the Accounting Principles Board of
the American Institute of Certified Public Accountants and statements and
pronouncements of the Financial Accounting Standards Board or in such other
statements by such other entity as approved by a significant segment of the
accounting profession. All ratios and computations based on GAAP contained in
this Indenture shall be computed in conformity with GAAP as in effect on the
Issue Date.

                  "Holder" or "Noteholder" means the Person in whose name a Note
is registered on the Registrar's books.


                                       2
<PAGE>

                  "Indenture" means this Indenture as amended or supplemented
from time to time.

                  "Issue Date" means the date on which the Notes are originally
issued.

                  "Legal Holiday" has the meaning ascribed in Section 9.8.

                  "Notes" means the Notes issued under this Indenture.

                  "Notes Custodian" means the custodian with respect to the
Global Notes (as appointed by the Depository), or any successor Person thereto
and shall initially be the Trustee.

                  "Officer" means the President, Chief Executive Officer, Chief
Operating Officer, Chief Financial Officer, any Vice President, the Treasurer or
the Secretary of the Company, as applicable.

                  "Officers' Certificate" means a certificate signed by two
Officers. One of the officers giving an Officers' Certificate pursuant to
Section 4.3 shall be the principal executive, financial or accounting officer of
the Company.

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

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

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

                  "Physical Note" means a certificated Note registered in the
name of the Holder thereof and issued in accordance with this Indenture, in the
form of Exhibit A, except that such Note shall not bear the global note legend
and shall not have the "Schedule of Exchanges of Interests in the Global Note"
attached thereto.

                  "Predecessor Note" means, with respect to any particular Note,
every previous Note evidencing all or a portion of the same debt as that
evidenced by such particular Note; and, for the purposes of this definition, any
Note authenticated and delivered under Section 2.3 hereof in exchange for a
mutilated Note or in lieu of a lost, destroyed or stolen Note shall be deemed to
evidence the same debt as the mutilated, lost, destroyed or stolen Note.

                  "Principal" of a Note means the principal of the Note plus the
premium, if any, payable on the Note which is due or overdue or is to become due
at the relevant time.

                  "Redemption Date" means the date specified by the Company in a
notice delivered pursuant to Section 3.3 as the date on which the Company has
elected to redeem Notes pursuant to paragraph 5 or 6 of the Notes.

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

                  "Stated Maturity" means, with respect to any Note, the date
specified in such Note as the fixed date on which the payment of principal of
such Note is due and payable.


                                       3
<PAGE>

                  "Subsidiary" of any Person means any corporation, association,
partnership, joint venture or other business entity (i) of which more than 50.0%
of the total voting power of shares of Capital Stock or other interests
(including partnership interests) entitled (without regard to the occurrence of
any contingency) to vote in the election of directors, managers or trustees
thereof is at the time owned or controlled, directly or indirectly, by (A) such
Person, (B) such Person and one or more Subsidiaries of such Person or (C) one
or more Subsidiaries of such Person and (ii) which is controlled by such Person.
Unless otherwise specified herein, each reference to a Subsidiary shall refer to
a Subsidiary of the Company.

                  "Taxes" means any tax, duty, levy, impost, assessment or other
governmental charge (including penalties, interest and any other liabilities
related thereto) imposed or levied by or on behalf of a Taxing Authority.

                  "Taxing Authority" means the government of the Federative
Republic of Brazil or any state of the Federative Republic of Brazil or any
political subdivision or territory or possession of the government of the
Federative Republic of Brazil or any jurisdiction in which the Company is
engaged in business for tax purposes or is resident for withholding tax purposes
or, in all such instances, any authority or agency therein or thereof having
power to tax.

                  "TIA" means the Trust Indenture Act of 1939 (15 U.S.C. ss.ss.
77aaa-77bbbb) as in effect on the date of this Indenture; provided, however,
that in the Event the Trust Indenture Act of 1939 is amended after such dated,
"TIA" means, to the extent required by any such amendment the Trust Indenture
Act of 1939 as so amended.

                  "Trustee" means HSBC Bank USA, National Association until a
successor replaces it and, thereafter, means the successor.

                  "Trust Officer" means any officer of the Trustee having direct
responsibility for the administration of this Indenture.

                  "US Dollar Equivalent" means, with respect to any monetary
amount in a currency other than the US dollar at any one time for the
determination thereof, the amount of US dollars obtained by converting such
foreign currency involved in such computation into US dollars at the spot rate
for the purchase of US 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.

                  "U.S. Government Obligations" means direct obligations (or
certificates representing an ownership interest in such obligations) of the
United States of America (including any agency or instrumentality thereof) for
the payment of which the full faith and credit of the United States of America
is pledged and which are not callable or redeemable at the issuer's option.

                  SECTION 1.2. Other Definitions.

                                                                      Defined in
                  Term                                                 Section
                  ----                                                 -------

                  "Agent Member"................................         2.14(a)
                  "Bankruptcy Law"..............................         5.1
                  "covenant defeasance option"..................         7.1(b)
                  "Custodian"...................................         5.1
                  "Event of Default"............................         5.1


                                       4
<PAGE>

                  "First Redemption Date".......................         3.1
                  "Global Note".................................         2.1
                  "Installment Amount"..........................         3.1
                  "legal defeasance option".....................         7.1(b)
                  "Note Register"...............................         2.5
                  "Note Registrar"..............................         2.5
                  "Second Redemption Date"......................         3.1
                  "Third Redemption Date".......................         3.1

                  SECTION 1.3. Incorporation by Reference of Trust Indenture
Act. This Indenture is subject to the mandatory provisions of the TIA which are
incorporated by reference in and made a part of this Indenture. The following
TIA terms have the following meanings:

                  "indenture Notes" means the Notes.

                  "indenture Note holder" means a Noteholder.

                  "indenture to be qualified" means this Indenture.

                  "indenture trustee" or "institutional trustee" means the
Trustee.

                  "obligor" on the indenture Notes means the Company and any
other obligor on the indenture Notes.

                  All other TIA terms used in this Indenture that are defined by
the TIA, defined by the TIA reference to another statute or defined by SEC rule
have the meanings assigned to them by such definitions.

                  SECTION 1.4. Rules of Construction. Unless the context
otherwise requires:

                  (1) a term has the meaning assigned to it;

                  (2) an accounting term not otherwise defined has the meaning
            assigned to it in accordance with GAAP;

                  (3) "or" is not exclusive;

                  (4) "including" means including without limitation;

                  (5) words in the singular include the plural and words in the
            plural include the singular;

                  (6) unsecured indebtedness shall not be deemed to be
            subordinate or junior to secured indebtedness merely by virtue of
            its nature as unsecured indebtedness;

                  (7) the principal amount of any noninterest bearing or other
            discount Note at any date shall be the principal amount thereof that
            would be shown on a balance sheet of the issuer dated such date
            prepared in accordance with GAAP; and

                  (8) the principal amount of any Preferred Stock shall be (i)
            the maximum liquidation value of such Preferred Stock or (ii) the
            maximum mandatory redemption or mandatory repurchase price with
            respect to such Preferred Stock, whichever is greater.


                                       5
<PAGE>

                                   ARTICLE II

                                   The Notes

                  SECTION 2.1. Title and Terms; Form. The aggregate principal
amount of Notes which may be authenticated and delivered under this Indenture is
limited to US$48,022,000 in aggregate principal amount of Notes, except for
Notes authenticated and delivered upon registration of transfer of, or in
exchange for, or in lieu of, other Notes pursuant to Section 2.3, 2.4, 2.5, 2.6,
3.6 or 8.5.

                  The Notes shall be known and designated as the "12.625% Senior
Notes due 2009" of the Company. The final Stated Maturity of the Notes shall be
November 26, 2009, and the Notes shall bear interest at the rate of 12.625% per
annum from the Issue Date or from the most recent interest payment date to which
interest has been paid, as the case may be, payable semi-annually on May 26 and
November 26, in each year, commencing on May 26, 2005 to holders of record at
the close of business on the May 1 or November 1 immediately preceding the
interest payment date, until the principal thereof is paid or duly provided for.
Interest on any overdue principal, interest (to the extent lawful) or premium,
if any, shall be payable on demand.

                  The Notes shall be issued in the form of one or more permanent
global Notes in fully registered form without interest coupons (each, a "Global
Note"). Physical Notes shall be in substantially the form set forth in Exhibit A
hereof excluding the Global Notes Legend.

                  The principal of, premium, if any, and interest (and any
Additional Amounts) on Global Notes 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 Notes represented thereby. The principal of, premium, if any, and
interest on Physical Notes shall be payable, and the Notes may be exchanged or
transferred, at the office or agency of the Company maintained for such purpose
in the City of New York (which initially shall be the corporate trust office of
the Trustee 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 Note
Register.

                  SECTION 2.2. Denominations. The Notes shall be issuable only
in fully registered form without coupons and only in denominations of US$1.00
and any integral multiple thereof.

                  SECTION 2.3. Execution, Authentication, Delivery and Dating.
The Notes shall be executed on behalf of the Company by the manual or facsimile
signature of any two of its Chief Executive Officer, Chief Operating Officer,
Chief Financial Officer, its President, one of its Executive Vice Presidents,
its Secretary, Assistant Secretary or General Counsel.

                  Notes bearing the manual or facsimile signature of individuals
who were at any time the proper officers of the Company shall bind the Company,
notwithstanding that such individuals or any of them have ceased to hold such
offices prior to the authentication and delivery of such Notes or did not hold
such offices on the date of such Notes.

                  At any time and from time to time upon or after the execution
and delivery of this Indenture, the Company may deliver Notes executed by the
Company to the Trustee for authentication, together with a Company Order for
authentication and delivery of such Notes as provided in this Indenture and not
otherwise.


                                       6
<PAGE>

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

                  In case the Company 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, any of the Notes
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 Notes executed in the name of the
successor Person with such changes in terminology and form as may be
appropriate, but otherwise in substance of the same tenor as the Notes
surrendered for such exchange and the same principal amount; and the Trustee,
upon Company Order of the successor Person, shall authenticate and deliver
replacement Notes as specified in such request for the purpose of such exchange.
If such Notes shall at any time be authenticated and delivered in any new name
of a successor Person pursuant to this Section 2.3 in exchange or substitution
for or upon registration of transfer of any Notes, such successor Person, at the
option of the Holders but without expense to them, shall provide for the
exchange of all Notes at the time Outstanding for Notes authenticated and
delivered in such new name.

                  The Trustee may appoint an authenticating agent to
authenticate Notes 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 Note Registrar or Paying Agent to deal with the Company and its
Affiliates.

                  If any of the Notes are to be issued in the form of one or
more Global Notes, then the Company shall execute and the Trustee shall
authenticate and deliver one or more Global Notes that (i) shall be in minimum
denominations of US$1.00 or integral multiples thereof, (ii) shall be registered
in the name of the Depository for such Global Note or Notes or the nominee of
such Depository, (iii) shall be delivered to the Trustee as Notes Custodian for
such Depository and (iv) shall bear the Global Notes legend in substantially the
form set forth in Exhibit A.

                  SECTION 2.4. Temporary Notes. Pending the preparation of
definitive Notes, the Company may execute, and upon Company Order the Trustee
shall authenticate and deliver, temporary Notes. Temporary Notes may be printed,
lithographed, typewritten, mimeographed or otherwise produced, in any authorized
denomination, substantially of the tenor of the definitive Notes in lieu of
which they are issued and with such appropriate insertions, omissions,
substitutions and other variations as the Officers executing such Notes may
determine, as conclusively evidenced by their execution of such Notes.

                  If temporary Notes are issued, the Company will cause
definitive Notes to be prepared without unreasonable delay but in no event later
than the Issue Date of the Notes. After the preparation of definitive Notes, the
temporary Notes shall be exchangeable for definitive Notes upon surrender of the
temporary Notes at the office or agency of the Company, without charge to the
Holder. Upon surrender for cancellation of any one or more temporary Notes the
Company shall execute and the Trustee shall authenticate and deliver in exchange
therefor the same principal amount of definitive Notes of authorized
denominations. Until so exchanged, the temporary Notes shall in all respects be
entitled to the same benefits under this Indenture as definitive Notes.


                                       7
<PAGE>

                  SECTION 2.5. Registration, Registration of Transfer and
Exchange. The Company shall cause to be kept at the Corporate Trust Office of
the Trustee a register (the "Note Register") in which, subject to such
reasonable regulations as the Note Registrar may prescribe, the Company shall
provide for the registration of Notes and of transfers of Notes. The Trustee is
hereby initially appointed "Note Registrar" for the purpose of registering Notes
and transfers of Notes as herein provided.

                  Upon surrender for registration of transfer of any Note at the
office or agency of the Company, the Company shall, subject to the terms of this
Indenture, execute, and the Trustee shall authenticate and deliver, in the name
of the designated transferee or transferees, one or more Notes of any authorized
denomination or denominations, of the same aggregate principal amount.

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

                  Every Note presented or surrendered for registration of
transfer, or for exchange or redemption shall (if so required by the Company or
the Note Registrar) be duly endorsed, or be accompanied by a written instrument
of transfer in form satisfactory to the Company and the Note Registrar, duly
executed by the Holder thereof or his attorney duly authorized in writing.

                  No service charge shall be made to a Holder for any
registration of transfer or exchange or redemption of Notes, but the Company or
the Trustee 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 Notes, other than exchanges pursuant to Section 2.3, 2.4
and 3.6 not involving any transfer.

                  The Company shall not be required (a) to issue, register the
transfer of or exchange any Note during a period beginning at the opening of
business 15 days before the mailing of a notice of redemption of the Notes
selected for redemption under Section 3.2 and ending at the close of business on
the day of such mailing, or (b) to register the transfer of or exchange any Note
so selected for redemption in whole or in part, except the unredeemed portion of
Notes being redeemed in part.

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

                  When Notes are presented to the Note Registrar with a request
to register the transfer or to exchange them for an equal principal amount of
Notes of other authorized denominations, the Note 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 Notes at the Note
Registrar's request.

                  SECTION 2.6. Mutilated, Destroyed, Lost and Stolen Notes. If
(a) any mutilated Note 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 Note, and there is delivered to the Company and the Trustee, such Note 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 Note is replaced, then,
in the absence of notice to the Company or the Trustee that such Note has been
acquired by a protected purchaser, the Company shall execute and upon a


                                       8
<PAGE>

Company Order the Trustee shall authenticate and deliver, in exchange for any
such mutilated Note or in lieu of any such destroyed, lost or stolen Note, a
replacement Note of the same tenor and principal amount, bearing a number not
contemporaneously outstanding.

                  Upon the issuance of any replacement Notes 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 Note issued pursuant to this Section in lieu
of any destroyed, lost or stolen Note shall constitute an original additional
contractual obligation of the Company whether or not the destroyed, lost or
stolen Note 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 Notes duly issued hereunder.

                  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 Notes.

                  SECTION 2.7. Payment of Interest; Interest Rights Preserved.
Interest relating to the Notes, on any Note (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
Note (or one or more Predecessor Notes) is registered at the close of business
on the regular record date for such interest.

                  Any interest on any Note (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 the then
applicable interest rate borne by the Notes, 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 Notes (or their
            respective Predecessor Notes) 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 Note 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 provided in this paragraph (a). 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
            therefor to be mailed, first-class postage prepaid, to each Holder
            at its address as it appears in the Note 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


                                       9
<PAGE>

            Notes (or their respective Predecessor Notes) 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 Notes exchange on which the Notes 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 Note
delivered under this Indenture upon registration of transfer of or in exchange
for or in lieu of any other Note shall carry the rights to interest accrued and
unpaid, and to accrue, which were carried by such other Note.

                  SECTION 2.8. 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 under
this Indenture and the Notes. By its execution and delivery of this Indenture,
the Company hereby initially designates and appoints HSBC Bank USA, National
Association as Principal Paying Agent. Subject to Section 2.15, the Company may
act as Paying Agent.

                  (b) Unless the Company shall be acting as Paying Agent as
provided in Section 2.15, the Company shall, by 10:00 a.m. New York time, no
later than one Business Day prior to each interest payment date or principal
payment date on any Notes (whether on maturity, redemption or otherwise) (each,
a "Payment Date"), deposit with the Principal Paying Agent in immediately
available funds a sum sufficient to pay such principal, any premium, and
interest when so becoming due (including any Additional Amounts). The Company
shall cause the bank through which such payment is to be made to supply to the
Principal Paying Agent by 10:00 a.m. (New York 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 to the Trustee pursuant to this Indenture,
of the principal, and premium, if any, and interest (including Additional
Amounts, if any) on the Notes 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, or premium if any, of or interest on the Notes and 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
2.8 and the applicable provisions of Section 2.15, 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 Notes by the
Company to or to the order of a Paying Agent shall be in satisfaction pro tanto
of the obligations of the Company under the Notes. 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 Notes 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 Notes, shall give rise to a separate and
independent cause of action, will apply irrespective of any waiver granted by
the Trustee and/or any holder of Notes 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 the Indenture, the Notes or any judgment or order.

                  SECTION 2.9. 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


                                       10
<PAGE>

treat the person in whose name any Note is registered in the Note Register as
the owner of such Note for the purpose of receiving payment of principal of,
premium, if any, and (subject to Section 2.7) interest on such Note and for all
other purposes whatsoever, whether or not such Note 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 2.10. Cancellation. All Notes 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 may at any time deliver to the Trustee for cancellation any Notes
previously authenticated and delivered hereunder which the Company may have
acquired in any manner whatsoever, and all Notes so delivered shall be promptly
cancelled by the Trustee. No Notes shall be authenticated in lieu of or in
exchange for any Notes cancelled as provided in this Section 2.10, except as
expressly permitted by this Indenture. All cancelled Notes held by the Trustee
shall be destroyed in accordance with its customary procedures and certification
of their destruction delivered to the Company unless by a Company Order the
Company shall direct that the cancelled Notes be returned to it. The Trustee
shall provide the Company a list of all Notes that have been cancelled from time
to time as requested by the Company in writing.

                  SECTION 2.11. Computation of Interest. Interest on the Notes
shall be computed on the basis of a 360-day year of twelve 30-day months.

                  SECTION 2.12. Legal Holidays. In any case where any interest
payment date, Redemption Date, date established for the payment of Defaulted
Interest or Stated Maturity of any Note shall not be a Business Day, then
(notwithstanding any other provision of this Indenture or of the Notes) payment
of principal, premium, if any, 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, Redemption Date, date established for
the payment of Defaulted Interest or at the Stated Maturity, 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, Redemption Date, date established for the
payment of Defaulted Interest or Stated Maturity, as the case may be, to the
next succeeding Business Day.

                  SECTION 2.13. CUSIP and CINS Numbers. The Company in issuing
the Notes may use a "CUSIP" and/or a "CINS" number (if then generally in use),
and if so, the Trustee may use the CUSIP and CINS numbers in notices of
redemption or exchange as a convenience to Holders; provided, however, that any
such notice may state that no representation is made as to the correctness or
accuracy of the CUSIP or CINS number printed in the notice or on the Notes, and
that reliance may be placed only on the other identification numbers printed on
the Notes. All Notes shall bear identical CUSIP numbers. The Company shall
promptly notify the Trustee in writing of any change in the CUSIP, Common Code
or CINS number.

                  SECTION 2.14. Book-Entry Provisions for Global Notes. (a) Each
Global Note shall (i) be registered in the name of the Depository for such
Global Note or the nominee of such Depository, (ii) be delivered to the Trustee
as Notes Custodian for such Depository and (iii) bear the Global Notes legend as
set forth in Exhibit A.

                  Members of, or participants in, the Depository ("Agent
Members") shall have no rights under this Indenture with respect to any Global
Note held on their behalf by the Depository, or the Trustee as its custodian, or
under such Global Note, 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 Note for all purposes whatsoever. 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


                                       11
<PAGE>

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 Note.

                  (b) Transfers of a Global Note shall be limited to transfers
of such Global Note in whole, but not in part, to the Depository, its successors
or their respective nominees. Interests of beneficial owners in a Global Note
may be transferred in accordance with the rules and procedures of the Depository
and the provisions of Section 2.14. Beneficial owners may obtain Physical Notes
in exchange for their beneficial interests in a Global Note upon request in
accordance with the Depository's and the Note Registrar's procedures at any
time. In addition, Physical Notes shall be issued in exchange for a Global Note
if (i) the Depository notifies the Company that it is unwilling or unable to
continue as Depository for a Global Note 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 (ii) an Event of Default has
occurred and is continuing with respect to any Notes represented by a Global
Note and Holders who hold more than 25% in aggregate principal amount of the
Notes at the time outstanding represented by such Global Note 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 Note
is no longer required and the Note Registrar has received a request from the
Depository to issue Physical Notes.

                  (c) Any beneficial interest in one of the Global Notes that is
transferred to a person who takes delivery in the form of an interest in the
other Global Note will, upon transfer, cease to be an interest in such Global
Note and become an interest in the other Global Note and, accordingly, will
thereafter be subject to all transfer restrictions, if any, and other procedures
applicable to beneficial interests in such other Global Note for as long as it
remains such an interest.

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

                  (e) In connection with the transfer of an entire Global Note
to beneficial owners thereof pursuant to subsection (b) of this Section, such
Global Note 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 Note, an equal aggregate principal amount of
Physical Notes of authorized denominations.

                  (f) The registered holder of a Global Note may grant proxies
and otherwise authorize any person, including Agent Members and persons that may
hold interests through Agent Members, to take any action which a Holder is
entitled to take under this Indenture or the Notes.

                  SECTION 2.15. Money for Note 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, premium, if any, or interest on, any
of the Notes, segregate and hold in trust for the benefit of the Holders
entitled thereto a sum sufficient to pay the principal, premium, if any, or
interest 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.


                                       12
<PAGE>

                  If the Company is not acting as Paying Agent, the Company
shall, on the Business Day prior to each due date of the principal of, premium,
if any, or interest on, any Notes, deposit with a Paying Agent a sum in
immediately available funds sufficient to pay the principal, premium, if any, or
interest so becoming due in the manner set forth in Section 2.8, such sum to be
held in trust for the benefit of the Holders entitled to such principal, premium
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 2.15, that such Paying Agent
shall:

                  (a) hold all sums held by it for the payment of the principal
            of, premium, if any, or interest on Notes 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 other obligor upon the Notes) in the making of any payment of
            principal of, premium, if any, or interest on the Notes;

                  (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 their 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 trusts as those upon which 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, premium,
if any, or interest on any Note and remaining unclaimed for two years after such
principal, premium, if any, 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 Note
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 2.16. Noteholder Lists. 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 Noteholders and shall otherwise comply with TIA
ss. 312(a). If the Trustee is not the Note Registrar, the Company shall furnish
to the Trustee, in writing at least seven Business Days before each interest
payment date and at such other times as the Trustee may request in writing, a
list in such form and as of such date as the


                                       13
<PAGE>

Trustee may reasonably require of the names and addresses of Noteholders and the
Company shall otherwise comply with TIA ss. 312(a).

                  SECTION 2.17. Outstanding Notes. Notes outstanding at any time
are all Notes authenticated by the Trustee except for those canceled by it,
those delivered to it for cancellation and those described in this Section as
not outstanding. A Note does not cease to be outstanding because the Company or
an Affiliate of the Company holds the Note.

                  If a Note is replaced pursuant to Section 2.6, it ceases to be
outstanding unless the Trustee and the Company receive proof satisfactory to
them that the replaced Note is held by a protected purchaser.

                  If the Paying Agent segregates and holds in trust, in
accordance with this Indenture, on a redemption date or maturity date money
sufficient to pay all principal and interest payable on that date with respect
to the Notes (or portions thereof) to be redeemed or maturing, as the case may
be, and the Paying Agent is not prohibited from paying such money to the
Noteholders on that date pursuant to the terms of this Indenture, then on and
after that date such Notes (or portions thereof) cease to be outstanding and
interest on them ceases to accrue.

                                  ARTICLE III

                                   Redemption

                  SECTION 3.1. Scheduled Redemption. (a) Amortization. Unless
previously redeemed, or purchased or cancelled, each Note will be redeemed
(subject as provided in subsection (b) below in three equal installments on the
dates and in the amounts set out below (each an "Installment Amount"):

<TABLE>
<CAPTION>
                        Scheduled Redemption Date                                Installment Amount
                        -------------------------                                ------------------
<S>                                                                               <C>
        November 26, 2007 (the "First Redemption Date")                           US$16,007,333.33
        November 26, 2008 (the "Second Redemption Date")                          US$16,007,333.33
        November 26, 2009 (the "Third Redemption Date")                           US$16,007,333.34
</TABLE>

                  (b) Adustment of Installment Amounts.

                  (1) If the Exchange Rate Increase with respect to the First
            Redemption Date is in excess of 0.3, then:

                        (i) the Installment Amount due on the First Redemption
            Date shall be reduced by the U.S. dollar equivalent of the Exchange
            Adjustment applicable to the First Redemption Date;

                        (ii) the Installment Amount due on the Second Redemption
            Date shall be increased by the amount which is equal to 50% of the
            U.S. dollar equivalent of the Exchange Adjustment applicable to the
            First Redemption Date; and

                        (iii) the Installment Amount due on the Third Redemption
            Date shall be increased by the amount which is equal to 50% of the
            U.S. dollar equivalent of the Exchange Adjustment applicable to the
            First Redemption Date.

                  (2) If the Exchange Rate Increase with respect to the Second
            Redemption Date is in excess of 0.4, then:


                                       14
<PAGE>

                        (i) the Installment Amount due on the Second Redemption
            Date (as adjusted, if applicable, in accordance with subsection
            (b)(1)(ii) above) shall be reduced by the U.S. dollar equivalent of
            the Exchange Adjustment applicable to the First Redemption Date; and

                        (ii) the Installment Amount due on the Third Redemption
            Date (as adjusted, if applicable, in accordance with subsection
            (b)(1)(ii) above) shall be increased by the U.S. dollar equivalent
            of the Exchange Adjustment applicable to the Second Redemption Date.

                  SECTION 3.2. Optional Redemption. On any of the First
Redemption Date, the Second Redemption Date, or the Third Redemption Date, the
Company may redeem all of the Notes, at a redemption price of 100% of the
outstanding principal amount, plus accrued and unpaid interest, if any, to the
Redemption Date (subject to the right of holders of record on the relevant
record date to receive interest due on the relevant interest payment date).

                  SECTION 3.3. Notices to Trustee. If the Company elects to
redeem Notes pursuant to Section 3.1 or 3.2, it shall notify the Trustee in
writing of the redemption date and the principal amount of Notes to be redeemed.

                  The Company shall give each notice to the Trustee provided for
in this Section at least 60 days before the redemption date unless the Trustee
consents to a shorter period. Such notice shall be accompanied by an Officers'
Certificate from the Company to the effect that such redemption will comply with
the conditions herein. If fewer than all the Notes are to be redeemed, the
record date relating to such redemption shall be selected by the Company and set
forth in the related notice given to the Trustee, which record date shall be not
less than 15 days after the date of such notice.

                  SECTION 3.4. Selection of Notes To Be Redeemed. If fewer than
all the Notes are to be redeemed, the Trustee shall select the Notes to be
redeemed pro rata or by lot or by a method that complies with applicable legal
and Notes exchange requirements, if any, and that the Trustee considers fair and
appropriate and in accordance with methods generally used at the time of
selection by fiduciaries in similar circumstances. The Trustee shall make the
selection from outstanding Notes not previously called for redemption. The
Trustee may select for redemption portions of the principal of Notes that have
denominations larger than US$1,000. Notes and portions of them the Trustee
selects shall be in amounts of US$1,000 or a whole multiple of US$1,000.
Provisions of this Indenture that apply to Notes called for redemption also
apply to portions of Notes called for redemption. The Trustee shall notify the
Company promptly of the Notes or portions of Notes to be redeemed.

                  SECTION 3.5. Notice of Redemption. At least 30 days but not
more than 60 days before a date for redemption of Notes, the Company shall mail
a notice of redemption by first-class mail to each Holder of Notes to be
redeemed. A copy of such notice shall be delivered to the Trustee.

                  The notice shall identify the Notes to be redeemed and shall
state:

                  (1) the redemption date;

                  (2) the redemption price;

                  (3) the name and address of the Paying Agent;

                  (4) that Notes called for redemption must be surrendered to
            the Paying Agent to collect the redemption price;


                                       15
<PAGE>

                  (5) if fewer than all the outstanding Notes are to be
            redeemed, the identification and principal amounts of the particular
            Notes to be redeemed;

                  (6) that, unless the Company defaults in making such
            redemption payment or the Paying Agent is prohibited from making
            such payment pursuant to the terms of this Indenture, interest on
            Notes (or portion thereof) called for redemption ceases to accrue on
            and after the redemption date;

                  (7) the CUSIP number, if any, printed on the Notes being
            redeemed;

                  (8) that no representation is made as to the correctness or
            accuracy of the CUSIP number, if any, listed in such notice or
            printed on the Notes; and

                  (9) the paragraph of the Notes pursuant to which the Notes are
            being redeemed.

                  At the Company's request, the Trustee shall give the notice of
redemption in the Company's name and at the Company's expense. In such event,
the Company shall provide the Trustee with the information required by this
Section.

                  SECTION 3.6. Effect of Notice of Redemption. Once notice of
redemption is mailed, Notes called for redemption become due and payable on the
redemption date and at the redemption price stated in the notice. Upon surrender
to the Paying Agent, such Notes shall be paid at the redemption price stated in
the notice, plus accrued interest to the redemption date; provided that if the
redemption date is after a regular record date and on or prior to the interest
payment date, the accrued interest shall be payable to the Noteholder of the
redeemed Notes registered on the relevant record date. Failure to give notice or
any defect in the notice to any Holder shall not affect the validity of the
notice to any other Holder.

                  SECTION 3.7. Deposit of Redemption Price. By at least 10:00
a.m. (New York City time) on the Business Day prior to the date on which any
principal of or interest on any Note is due and payable, the Company shall
deposit with the Paying Agent (or, if the Company or a Subsidiary is the Paying
Agent, shall segregate and hold in trust) money sufficient to pay the redemption
price of and accrued interest on all Notes to be redeemed on that date other
than Notes or portions of Notes called for redemption which are owned by the
Company or a Subsidiary and have been delivered by the Company or such
Subsidiary to the Trustee for cancellation.

                  If the Company complies with the preceding paragraph, then,
unless the Company defaults in the payment of such redemption price, interest on
the Notes to be redeemed will cease to accrue on and after the applicable
redemption date, whether or not such Notes are presented for payment.

                  SECTION 3.8. Notes Redeemed in Part. Upon surrender of a Note
that is redeemed in part, the Company shall execute and the Trustee shall
authenticate for the Holder (at the Company's expense) a Note equal in a
principal amount to the unredeemed portion of the Note surrendered.

                                   ARTICLE IV

                                    Covenants

                  SECTION 4.1. Payment of Notes. The Company shall promptly pay
the principal of and interest and any Additional Amounts payable in respect
thereof on the Notes on the dates and in the manner provided in the Notes and in
this Indenture. Principal and interest shall be considered paid on the


                                       16
<PAGE>

date due if on such date the Trustee or the Paying Agent holds in accordance
with this Indenture money sufficient to pay all principal, premium, if any, and
interest then due (and any Additional Amounts) and the Trustee or the Paying
Agent, as the case may be, is not prohibited from paying such money to the
Noteholders on that date pursuant to the terms of this Indenture.

                  The Company shall pay interest on overdue principal at the
rate specified therefor in the Notes, and it shall pay interest on overdue
installments of interest at the same rate to the extent lawful.

                  Notwithstanding anything to the contrary contained in this
Indenture, the Company may, to the extent it is required to do so by law, deduct
or withhold income or other similar taxes imposed by the United States of
America from principal or interest payments hereunder.

                  SECTION 4.2. Payment of Additional Amounts. (a) All payments
by the Company under or in respect of the Notes will be made free and clear of,
and without withholding or deduction for or on account of, any present or future
taxes, duties, assessments, fees or other governmental charges of whatever
nature (and any fines, penalties or interest related thereto) (collectively,
"Taxes") imposed or levied by or on behalf of the Federative Republic of Brazil
or the successor jurisdiction (if any) of any paying agent or, in each case, any
political subdivision thereof or taxing authority therein (each, a "Taxing
Jurisdiction"), unless such withholding or deduction is required by law. In that
event, the Company, as the case may be, shall pay to each holder or Notes such
additional amounts ("Additional Amounts") duly evidenced as may be necessary in
order that every net payment made by the Company, as the case may be, on each
Note after deduction or withholding for or on account of any Tax imposed upon or
as a result of such payment by the Taxing Jurisdiction will not be less than the
amount then due and payable on such Note. The foregoing obligation to pay
Additional Amounts, however, will not apply to: (i) any Tax which would not have
been imposed, withheld or otherwise deducted but for the existence of any
present or former connection between such holder of Notes (or between a
fiduciary, settlor, beneficiary, member or shareholder of such holder, if such
holder is an estate, a trust, a partnership or a corporation), on the one hand,
and the Taxing Jurisdiction, on the other hand, including, without limitation,
such holder (or such fiduciary, settlor, beneficiary, member or shareholder)
being or having been a citizen or resident thereof or being or having been
engaged in a trade or business or present therein or having, or having had, a
permanent establishment therein, or any other connection of any kind, other than
the mere receipt of such payment or the ownership or holding of such Note; (ii)
any Tax which would not have been imposed, withheld or otherwise deducted but
for the presentation by such holder of Notes for payment (where presentation is
required) on a date more than 30 days after the date on which such payment
became due and payable or the date on which payment thereof is duly provided
for, whichever occurs later; (iii) the extent that the Taxes would not have been
imposed, withheld or otherwise deducted but for the failure of such holder of
Notes to comply with any certification, identification or other reporting
requirements concerning the nationality, residence, identity or connection with
the Taxing Jurisdiction of the holder of Notes if (a) such compliance is
required or imposed by statute, regulation, administrative practice or treaty or
other applicable law of such Taxing Jurisdiction as a precondition to exemption
from all or a part of such Tax and (b) at least 30 days prior to the date on
which the Companies apply this clause (iii), the Company shall have notified
such holder of Notes that some or all holders of Notes shall be required to
comply with such requirement; (iv) a Tax imposed, withheld or otherwise deducted
on a payment to an individual and required to be made pursuant to European
Council Directive 2003/48/EC or any other Directive implementing the conclusions
of the ECOFIN Council Meeting of 26-27 November 2000 on the taxation of savings
income or any law complying with, or introduced in order to conform to, such
Directive; (v) any Tax imposed, withheld or otherwise deducted on a Note
presented for payment by or on behalf of a holder of Notes who would have been
able to avoid such withholding or deduction by presenting the relevant Note to
another Paying Agent; (vi) any estate, inheritance, gift, sales, transfer or
personal property tax or similar Tax or any Tax payable other than by
withholding on a payment on the Notes; or (vii) any combination of items (i)
through (vi) above.


                                       17
<PAGE>

                  (b) The Company shall also pay any duly evidenced present or
future stamp, court or documentary taxes or any other excise taxes, charges or
similar levies which arise in any jurisdiction from the execution, delivery,
registration or the making of payments in respect of the Notes, excluding any
such taxes, charges or similar levies imposed by any jurisdiction outside of any
Taxing Jurisdiction other than those resulting from, or required to be paid in
connection with, the enforcement of the Notes following the occurrence of any
Default.

                  No Additional Amounts shall be paid with respect to a payment
on a Note to a holder of Notes that is a fiduciary or partnership or other than
the sole beneficial owner of such payment to the extent a beneficiary or settlor
with respect to such fiduciary or a member of such partnership or beneficial
owner would not have been entitled to receive payment of the Additional Amounts
had the beneficiary, settlor, member or beneficial owner been the holder of
Notes of the Note.

                  The Company shall provide the Trustee with the official
acknowledgment of the relevant taxing authority (or, if such acknowledgment is
not available, a certified copy thereof, if available) evidencing the payment of
taxes in any Taxing Jurisdiction in respect of which the Company has paid any
Additional Amounts. Copies of such documentation shall be made available to the
Paying Agents upon request therefor.

                  (c) The Company will: (i) at least 10 Business Days prior to
the first interest payment date (and at least 10 Business Days prior to each
succeeding interest payment date or any redemption date or the maturity date if
there has been any change with respect to the matters set forth in the
below-mentioned officer's certificate), deliver to the Trustee and each Paying
Agent an Officer's Certificate (a) specifying the amount, if any, of taxes
described in this section "-Additional Amounts" imposed or levied by or on
behalf of any Taxing Jurisdiction (the "Relevant Withholding Taxes") required to
be deducted or withheld on the payment of principal of or interest on the Notes
to holders of Notes and the Additional Amounts, if any, due to holders of Notes
in connection with such payment, and (b) certifying that the Company will pay
such deduction or withholding; (ii) prior to the due date for the payment
thereof, pay any such Relevant Withholding Taxes, together with any penalties or
interest applicable thereto; (iii) within 15 days after paying such Relevant
Withholding Taxes, deliver to the Trustee and each Paying Agent evidence of such
payment and of the remittance thereof to the relevant taxing or other authority
as described herein; and (iv) pay any Additional Amounts due to holders of Notes
on any interest payment date, redemption date or the maturity date to the
Trustee in accordance with the provisions of this section. Any such Officer's
Certificate will be deemed to be duly provided if sent by facsimile to the
Trustee and each paying agent.

                  The Company hereby covenants to indemnify the Trustee and each
Paying Agent for, and to hold each harmless against, any loss, liability or
expense reasonably incurred without negligence, bad faith or willful misconduct
on such Person's part, arising out of or in connection with actions taken or
omitted by any of them in reliance on any Officer's Certificate furnished
pursuant to this section or the failure of the Trustee or any Paying Agent for
any reason (other than its own negligence, bad faith or willful misconduct) to
receive on a timely basis any such Officer's Certificate or any information or
documentation requested by it or otherwise required by applicable law or
regulations to be obtained, furnished or filed in respect of such Relevant
Withholding Taxes. The Company will make available to any holder of Notes
requesting the same, evidence that the applicable Relevant Withholding Taxes
have been paid.

                  (d) Whenever in this Indenture there is mentioned, in any
context, the payment of amounts based upon the payment of principal, premium, if
any, interest or of any other amount payable under or with respect to any Note,
such mention shall be deemed to include mention of the payment of Additional
Amounts as are, were or would be payable in respect thereof.


                                       18
<PAGE>

                  (e) The obligations of the Company under this Section 4.2
shall survive the termination of this Indenture and the payment of all other
amounts under or with respect to the Notes.

                  SECTION 4.3. Compliance Certificate. The Company shall deliver
to the Trustee within 120 days after the end of each fiscal year of the Company
an Officers' Certificate stating that in the course of the performance by the
signers of their duties as Officers of the Company they would normally have
knowledge of any Default or Event of Default and whether or not the signers know
of any Default or Event of Default that occurred during such period. If they do,
the certificate shall describe the Default or Event of Default, its status and
what action the Company is taking or proposes to take with respect thereto. The
Company also shall comply with TIA ss. 314(a)(4).

                  SECTION 4.4. Further Instruments and Acts. Upon request of the
Trustee, the Company will execute and deliver such further instruments and do
such further acts as may be reasonably necessary or proper to carry out more
effectively the purpose of this Indenture.

                                   ARTICLE V

                              Defaults and Remedies

SECTION 5.1.      Events of Default.  An "Event of Default" occurs if:

                  (1) the Company defaults in any payment of interest on any
            Note when the same becomes due and payable and such default
            continues for a period of 30 days;

                  (2) the Company defaults in the payment of the principal or
            premium, if any, of any Note when the same becomes due and payable
            at its Stated Maturity, upon optional redemption, upon required
            repurchase, upon declaration or otherwise;

                  (3) the Company fails to comply with any of its agreements in
            the Notes or this Indenture (other than those referred to in (1),
            (2) or (3) above) and such failure continues for 45 days after the
            notice specified below;

                  (4) indebtedness of the Company (other than the Excluded Debt)
            is not paid within any applicable grace period after failure to pay
            when due or is accelerated by the holders thereof because of a
            default; provided, however that it shall constitute an Event of
            Default hereunder if the outstanding Excluded Debt that is held by
            Persons who are not Affiliates of the Company is not paid within an
            applicable grace period after failure to pay when due or is
            accelerated by the holders thereof because of a default and the
            total amount of such indebtedness unpaid or accelerated exceeds
            US$35 million;

                  (5) the Company pursuant to or within the meaning of any
            Bankruptcy Law:

                        (A) commences a voluntary case;

                        (B) consents to the entry of an order for relief against
                  it in an involuntary case;

                        (C) consents to the appointment of a Custodian of it or
                  for any substantial part of its property; or

                        (D) makes a general assignment for the benefit of its
                  creditors;


                                       19
<PAGE>

            or takes any comparable action under any foreign laws relating to
            insolvency;

                  (6) a court of competent jurisdiction enters an order or
            decree under any Bankruptcy Law that:

                        (A) is for relief against the Company in an involuntary
                  case;

                        (B) appoints a Custodian of the Company or for any
                  substantial part of its property; or

                        (C) orders the winding up or liquidation of the Company;

            or any similar relief is granted under any foreign laws and the
            order, decree or relief remains unstayed and in effect for 60 days;

                  (7) any judgment or decree for the payment of money in excess
            of US$5 million (to the extent not covered by insurance as
            acknowledged in writing by the insurer) is rendered against the
            Company and such judgment or decree remains undischarged or unstayed
            for a period of 60 days after such judgment becomes final and
            non-appealable; or

                  (8) there shall have occurred any seizure, compulsory
            acquisition, expropriation or nationalization of material assets of
            the Company and its Subsidiaries.

                  The foregoing will constitute Events of Default whatever the
reason for any such Event of Default and whether it is voluntary or involuntary
or is 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.

                  The term "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"
or relief of debtors. The term "Custodian" means any receiver, trustee,
assignee, liquidator, custodian "sindico," "comissario" or similar official
under any Bankruptcy Law.

                  Notwithstanding the foregoing, a Default under clause (4) of
this Section 5.1 will not constitute an Event of Default until the Trustee or
the Holders of at least 25% in principal amount of the outstanding Notes notify
the Company of the Default and the Company does not cure such Default within the
time specified in said clause (4) after receipt of such notice. Such notice must
specify the Default, demand that it be remedied and state that such notice is a
"Notice of Default".

                  If a Default occurs and is continuing and is known to the
Trustee, the Trustee must mail to each holder notice of the Default within 90
days after it occurs. Except in the case of a Default under clause (1) or (2)
(including Additional Amounts) of this Section 5.1, the Trustee may withhold
notice if and so long as a committee of its Trust Officers in good faith
determines that withholding notice is in the interests of the Noteholders. In
addition, the Company is required to deliver to the Trustee, within 120 days
after the end of each fiscal year, a certificate indicating whether the signers
thereof know of any Default that occurred during the previous year.

                  The Company shall deliver to the Trustee, within 30 days after
the occurrence thereof, written notice in the form of an Officers' Certificate
of any Event of Default under clauses (4), (5), (8) or (10) of this Section 5.1.


                                       20
<PAGE>

                  SECTION 5.2. Acceleration. If an Event of Default (other than
an Event of Default specified in Section 5.1(6), (7) or (9)) occurs and is
continuing, the Trustee by notice to the Company, or the Holders of at least 25%
in outstanding principal amount of the Notes by notice to the Company and the
Trustee, may declare the principal of and accrued and unpaid interest on all the
Notes (and all Additional Amounts payable thereon) to be due and payable. Upon
such a declaration, such principal and interest shall be due and payable
immediately. If an Event of Default specified in Section 5.1(6), (7) or (9), the
principal of and accrued and unpaid interest on all the Notes (and any
Additional Amounts) shall ipso facto become and be immediately due and payable
without any declaration or other act on the part of the Trustee or any
Noteholders. The Holders of a majority in principal amount of the Notes by
notice to the Trustee may rescind an acceleration and its consequences, provided
(a) the Company has paid or deposited with the Trustee a sum sufficient to pay
(i) all sums paid or advanced by the Trustee hereunder and the reasonable
compensation, expenses, disbursements and advances of the Trustee, its agents
and counsel, and all other amounts due to the Trustee under Section 6.7, (ii)
all overdue interest on all Notes, (iii) the principal of the premium, if any,
on any Notes that have become due otherwise than by such declaration or
occurrence of acceleration and interest thereon at the rate prescribed therefore
by such Notes and (iv) to the extent that payment of such interest is lawful,
interest upon overdue interest, if any, at the rate prescribed therefore by such
Notes, (b) all existing Events of Default, other than the non-payment of
principal of, premium, if any, and accrued interest on the Notes that have
become due solely by such declaration of acceleration, have been cured or waived
and (c) the rescission would not conflict with any judgment or decree of a court
of competent jurisdiction.

                  SECTION 5.3. Other Remedies. If an Event of Default occurs and
is continuing, the Trustee may pursue any available remedy to collect the
payment of principal of or interest on the Notes or to enforce the performance
of any provision of the Notes or this Indenture.

                  The Trustee may maintain a proceeding even if it does not
possess any of the Notes or does not produce any of them in the proceeding. A
delay or omission by the Trustee or any Noteholder in exercising any right or
remedy accruing upon an Event of Default shall not impair the right or remedy or
constitute a waiver of or acquiescence in the Event of Default. No remedy is
exclusive of any other remedy. All available remedies are cumulative.

                  SECTION 5.4. Waiver of Past Defaults. Subject to Section 5.2
the Holders of a majority in principal amount of the Notes by notice to the
Trustee may waive an existing Default or Event of Default and its consequences
except a Default or Event of Default in the payment of the principal of or
interest on a Note When a Default or Event of Default is waived, it is deemed
cured, but no such waiver shall extend to any subsequent or other Default or
Event of Default or impair any consequent right.

                  SECTION 5.5. Control by Majority. The Holders of a majority in
principal amount of the Notes may direct the time, method and place of
conducting any proceeding for any remedy available to the Trustee or of
exercising any trust or power conferred on the Trustee. However, the Trustee may
refuse to follow any direction that conflicts with law or this Indenture or,
subject to Section 6.1, that the Trustee determines is unduly prejudicial to the
rights of other Noteholders or would involve the Trustee in personal liability;
provided, however, that the Trustee may take any other action deemed proper by
the Trustee that is not inconsistent with such direction. Prior to taking any
action hereunder, the Trustee shall be entitled to indemnification satisfactory
to it in its sole discretion against all losses and expenses caused by taking or
not taking such action.

                  SECTION 5.6. Limitation on Suits. A Noteholder may not pursue
any remedy with respect to this Indenture or the Notes, except the right to
receive payment of principal, premium (if any) or interest when due, unless:


                                       21
<PAGE>

                  (1) the Holder gives to the Trustee written notice stating
            that an Event of Default is continuing;

                  (2) the Holders of at least 25% in outstanding principal
            amount of the Notes make a written request to the Trustee to pursue
            the remedy;

                  (3) such Holder or Holders offer to the Trustee reasonable
            Note or indemnity against any loss, liability or expense;

                  (4) the Trustee does not comply with the request within 60
            days after receipt of the request and the offer of Note or
            indemnity; and

                  (5) the Holders of a majority in principal amount of the Notes
            do not give the Trustee a direction inconsistent with the request
            during such 60-day period.

                  A Noteholder may not use this Indenture to prejudice the
rights of another Noteholder or to obtain a preference or priority over another
Noteholder.

                  SECTION 5.7. Rights of Holders to Receive Payment.
Notwithstanding any other provision of this Indenture, the right of any Holder
to receive payment of principal of and interest on the Notes held by such
Holder, on or after the respective due dates expressed in the Notes, or to bring
suit for the enforcement of any such payment on or after such respective dates,
shall not be impaired or affected without the consent of such Holder.

                  SECTION 5.8. Collection Suit by Trustee. If an Event of
Default specified in Section 5.1(1) or (2) occurs and is continuing, the Trustee
may recover judgment in its own name and as trustee of an express trust against
the Company for the whole amount then due and owing (together with interest on
any unpaid interest to the extent lawful) and the amounts provided for in
Section 6.7.

                  SECTION 5.9. Trustee May File Proofs of Claim. The Trustee may
file such proofs of claim and other papers or documents as may be necessary or
advisable in order to have the claims of the Trustee and the Noteholders allowed
in any judicial proceedings relative to the Company, its Subsidiaries or their
respective creditors or properties and, unless prohibited by law or applicable
regulations, may vote on behalf of the Holders in any election of a trustee in
bankruptcy or other Person performing similar functions, and any Custodian in
any such judicial proceeding is hereby authorized by each Holder to make
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 to the Trustee any
amount due it for the reasonable compensation, expenses, disbursements and
advances of the Trustee, its agents and its counsel, and any other amounts due
the Trustee under Section 6.7.

                  SECTION 5.10. Priorities. If the Trustee collects any money or
property pursuant to this Article V, it shall pay out the money or property in
the following order:

                  FIRST: to the Trustee for amounts due under Section 6.7;

                  SECOND: to Noteholders for amounts due and unpaid on the Notes
            for principal and interest (including Additional Amounts), ratably,
            without preference or priority of any kind, according to the amounts
            due and payable on the Notes for principal and interest,
            respectively; and

                  THIRD: to the Company.


                                       22
<PAGE>

                  The Trustee may fix a record date and payment date for any
payment to Noteholders pursuant to this Section. At least 15 days before such
record date, the Company shall mail to each Noteholder and the Trustee a notice
that states the record date, the payment date and amount to be paid.

                  SECTION 5.11. Undertaking for Costs. 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 or omitted by it as Trustee, a court in its
discretion may require the filing by any party litigant in the suit of an
undertaking to pay the costs of the suit, and the court in its discretion may
assess reasonable costs, including reasonable attorneys' fees, against any party
litigant in the suit, having due regard to the merits and good faith of the
claims or defenses made by the party litigant. This Section does not apply to a
suit by the Trustee, a suit by a Holder pursuant to Section 5.7 or a suit by
Holders of more than 10% in outstanding principal amount of the Notes.

                                   ARTICLE VI

                                     Trustee

                  SECTION 6.1. Duties of Trustee. (a) If an Event of Default has
occurred and is continuing, the Trustee shall exercise 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.

                  (b) Except during the continuance of an Event of Default:

                  (1) 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

                  (2) 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. However, the Trustee shall examine the
            certificates and opinions to determine whether or not they conform
            to the requirements of this Indenture.

                  (c) The Trustee may not be relieved from liability for its own
negligent action, its own negligent failure to act or its own wilful misconduct,
except that:

                  (1) this paragraph does not limit the effect of paragraph (b)
            of this Section;

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

                  (3) the Trustee shall not be liable with respect to any action
            it takes or omits to take in good faith in accordance with a
            direction received by it pursuant to Section 5.5.

                  (d) The Trustee shall not be liable for interest on any money
received by it except as the Trustee may agree in writing with the Company.


                                       23
<PAGE>

                  (e) Money held in trust by the Trustee need not be segregated
from other funds except to the extent required by law.

                  (f) No provision of this Indenture shall require the Trustee
to expend or risk its own funds or otherwise incur 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 to believe that repayment
of such funds or adequate indemnity against such risk or liability is not
reasonably assured to it.

                  (g) 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 and to the provisions of the TIA.

                  SECTION 6.2. Rights of Trustee. (a) The Trustee may rely and
shall be protected in acting or refraining from acting upon any resolution,
certificate, statement, instrument, opinion, report, notice, request, direction,
consent, order, note or other paper or document believed by it to be genuine and
to have been signed or presented by the proper person. The Trustee need not
investigate any fact or matter stated in the document.

                  (b) Before the Trustee acts or refrains from acting, it may
require an Officers' Certificate or an Opinion of Counsel. The Trustee shall not
be liable for any action it takes or omits to take in good faith in reliance on
the Officers' Certificate or Opinion of Counsel.

                  (c) The Trustee may act through agents and shall not be
responsible for the misconduct or negligence of any agent appointed with due
care.

                  (d) The Trustee shall not be liable for any action it takes or
omits to take in good faith which it believes to be authorized or within its
rights or powers; provided, however, that the Trustee's conduct does not
constitute wilful misconduct or negligence.

                  (e) The Trustee may consult with counsel, and the advice or
opinion of counsel with respect to legal matters relating to this Indenture and
the Notes shall be full and complete authorization and protection from liability
in respect to any action taken, omitted or suffered by it hereunder in good
faith and in accordance with the advice or opinion of such counsel.

                  (f) The Trustee shall not be deemed to have notice of a
Default or an Event of Default unless (a) the Trustee has received written
notice thereof from the Company or any Holder or (b) a Trust Officer shall have
actual knowledge thereof.

                  (g) The permissive rights of the Trustee to do things
enumerated in this Indenture shall not be construed as a duty unless so
specified herein.

                  SECTION 6.3. Individual Rights of Trustee. The Trustee in its
individual or any other capacity may become the owner or pledgee of Notes and
may otherwise deal with the Company or its Affiliates with the same rights it
would have if it were not Trustee. Any Paying Agent, Note Registrar,
co-registrar or co-paying agent may do the same with like rights. However, the
Trustee must comply with Sections 6.10 and 6.11.

                  SECTION 6.4. Trustee's Disclaimer. The Trustee shall not be
responsible for and makes no representation as to the validity or adequacy of
this Indenture or the Notes, it shall not be accountable for the Company's use
of the proceeds from the Notes, and it shall not be responsible for any


                                       24
<PAGE>

statement of the Company in this Indenture or in any document issued in
connection with the sale of the Notes or in the Notes other than the Trustee's
certificate of authentication.

                  SECTION 6.5. Intentionally Omitted.

                  SECTION 6.6. Reports by Trustee to Holders. As promptly as
practicable after each May 15 beginning with the May 15 following the date of
this Indenture, and in any event prior to July 15 in each year, the Trustee
shall mail to each Noteholder a brief report dated as of such May 15 that
complies with TIA ss. 313(a). The Trustee also shall comply with TIA ss. 313(b).
The Trustee shall also transmit by mail all reports required by TIA ss. 313(c).

                  A copy of each report at the time of its mailing to
Noteholders shall be filed with the SEC and each stock exchange (if any) on
which the Notes are listed. The Company agrees to notify promptly the Trustee
whenever the Notes become listed on any stock exchange and of any delisting
thereof.

                  SECTION 6.7. Compensation and Indemnity. The Company shall pay
to the Trustee from time to time reasonable compensation for its services. The
Trustee's compensation shall not be limited by any law on compensation of a
trustee of an express trust. The Company shall reimburse the Trustee upon
request for all reasonable out-of-pocket expenses, disbursements and advances
incurred or made by it, including costs of collection, costs of preparing and
reviewing reports, certificates and other documents, costs of preparation and
mailing of notices to Noteholders and reasonable costs of counsel retained by
the Trustee in connection with the delivery of an Opinion of Counsel or
otherwise, in addition to the compensation for its services. Such expenses shall
include the reasonable compensation and expenses, disbursements and advances of
the Trustee's agents, counsel, accountants and experts. The Company shall
indemnify the Trustee against any and all loss, liability or expense (including
reasonable attorneys' fees) incurred by it in connection with the administration
of this trust and the performance of its duties hereunder, including the costs
and expenses of enforcing this Indenture (including this Section 6.7) and of
defending itself against any claims (whether asserted by any Noteholder, the
Company or otherwise). The Trustee shall notify the Company promptly of any
claim for which it may seek indemnity. Failure by the Trustee to so notify the
Company shall not relieve the Company of its obligations hereunder. The Company
shall defend the claim and the Trustee may have separate counsel and the Company
shall pay the fees and expenses of such counsel. The Company need not reimburse
any expense or indemnify against any loss, liability or expense incurred by the
Trustee through the Trustee's own willful misconduct, negligence or bad faith.
Any Paying Agent, Note Registrar, co-registrar and co-paying agent shall have
the same rights as to compensation and indemnity as set forth for the Trustee in
this Section.

                  To secure the Company's payment obligations in this Section,
the Trustee shall have a lien prior to the Notes on all money or property held
or collected by the Trustee other than money or property held in trust to pay
principal of and interest on particular Notes. The Trustee's right to receive
payment of any amounts due under this Section 6.7 shall not be subordinate to
any other liability or indebtedness of the Company.

                  The Company's payment obligations pursuant to this Section
shall survive the resignation or removal of the Trustee and the satisfaction and
discharge of this Indenture. When the Trustee incurs expenses after the
occurrence of a Default specified in Section 5.1(6) or (7) with respect to the
Company, the expenses are intended to constitute expenses of administration
under any Bankruptcy Law.

                  SECTION 6.8. Replacement of Trustee. The Trustee may resign at
any time by so notifying the Company. The Holders of a majority in principal
amount of the Notes may remove the


                                       25
<PAGE>

Trustee by so notifying the Trustee and may appoint a successor Trustee. The
Company shall remove the Trustee if:

                  (1) the Trustee fails to comply with Section 6.10;

                  (2) the Trustee is adjudged bankrupt or insolvent;

                  (3) a receiver or other public officer takes

            charge of the Trustee or its property; or

                  (4) the Trustee otherwise becomes incapable of acting.

                  If the Trustee resigns or is removed by the Company or by the
Holders of a majority in principal amount of the Notes and such Holders do not
reasonably promptly appoint a successor Trustee, or if a vacancy exists in the
office of Trustee for any reason (the Trustee in such event being referred to
herein as the retiring Trustee), the Company shall promptly appoint a successor
Trustee.

                  A successor Trustee shall deliver a written acceptance of its
appointment to the retiring Trustee and to the Company. Thereupon the
resignation or removal of the retiring Trustee shall become effective, and the
successor Trustee shall have all the rights, powers and duties of the Trustee
under this Indenture. The successor Trustee shall mail a notice of its
succession to Noteholders. The retiring Trustee shall, upon payment of its
charges, promptly transfer all property held by it as Trustee to the successor
Trustee, subject to the lien provided for in Section 6.7.

                  If a successor Trustee does not take office within 60 days
after the retiring Trustee resigns or is removed, the retiring Trustee or the
Holders of 10% in principal amount of the Notes may petition any court of
competent jurisdiction for the appointment of a successor Trustee.

                  If the Trustee fails to comply with Section 6.10, any
Noteholder may petition any court of competent jurisdiction for the removal of
the Trustee and the appointment of a successor Trustee.

                  Notwithstanding the replacement of the Trustee pursuant to
this Section, the Company's obligations under Section 6.7 shall continue for the
benefit of the retiring or removed Trustee.

                  SECTION 6.9. Successor Trustee by Merger. If the Trustee
consolidates with, merges or converts into, or transfers all or substantially
all its corporate trust business or assets to, another corporation or banking
association, the resulting, surviving or transferee corporation without any
further act shall be the successor Trustee.

                  In case at the time such successor or successors by merger,
conversion or consolidation to the Trustee shall succeed to the trusts created
by this Indenture, any of the Notes 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 Notes so
authenticated; and in case at that time any of the Notes shall not have been
authenticated, any successor to the Trustee may authenticate such Notes either
in the name of any predecessor hereunder or in the name of the successor to the
Trustee; and in all such cases such certificates shall have the full force which
it is anywhere in the Notes or in this Indenture provided that the certificate
of the Trustee shall have.

                  SECTION 6.10. Eligibility; Disqualification. The Trustee shall
at all times satisfy the requirements of TIA ss. 310(a). The Trustee shall have
a combined capital and surplus of at least US$100


                                       26
<PAGE>

million as set forth in its most recent published annual report of condition.
The Trustee shall comply with TIA ss. 310(b); provided, however, that there
shall be excluded from the operation of TIA ss. 310(b)(1) any indenture or
indentures under which other Notes or certificates of interest or participation
in other Notes of the Company are outstanding if the requirements for such
exclusion set forth in TIA ss. 310(b)(1) are met.

                  SECTION 6.11. Preferential Collection of Claims Against
Company. The Trustee shall comply with TIA ss. 311(a), excluding any creditor
relationship listed in TIA ss. 311(b). A Trustee who has resigned or been
removed shall be subject to TIA ss. 311(a) to the extent indicated.

                                  ARTICLE VII

                       Discharge of Indenture; Defeasance

                  SECTION 7.1. Discharge of Liability on Notes; Defeasance. (a)
When (i) the Company delivers to the Trustee all outstanding Notes (other than
Notes replaced pursuant to Section 2.6) for cancellation or (ii) all outstanding
Notes have become due and payable, whether at maturity or as a result of the
mailing of a notice of redemption pursuant to Article III hereof and the Company
irrevocably deposits with the Trustee funds sufficient to pay at maturity or
upon redemption all outstanding Notes (other than Notes replaced pursuant to
Section 2.6), including interest thereon to maturity or such redemption date,
and if in either case the Company pays all other sums payable hereunder by the
Company, then this Indenture shall, subject to Section 7.1(c), cease to be of
further effect. The Trustee shall acknowledge satisfaction and discharge of this
Indenture on demand of the Company (accompanied by an Officers' Certificate and
an Opinion of Counsel stating that all conditions precedent specified herein
relating to the satisfaction and discharge of this Indenture have been complied
with) and at the cost and expense of the Company.

                  (b) Subject to Sections 7.1(c) and 7.2, the Company at any
time may terminate (i) all its obligations under the Notes and this Indenture
("legal defeasance option") or (ii) the operation of Sections 5.1(3), 5.1(4) and
5.1(7) ("covenant defeasance option"). The Company may exercise its legal
defeasance option notwithstanding its prior exercise of its covenant defeasance
option.

                  If the Company exercises its legal defeasance option, payment
of the Notes may not be accelerated because of an Event of Default. If the
Company exercises its covenant defeasance option, payment of the Notes may not
be accelerated because of an Event of Default specified in Sections 5.2(3),
5.1(4) and 5.1(7).

                  Upon satisfaction of the conditions set forth herein and upon
request of the Company, the Trustee shall acknowledge in writing the discharge
of those obligations that the Company terminates.

                  (c) Notwithstanding the provisions of Sections 7.1(a) and (b),
the Company's obligations in Sections 2.5, 2.6, 2.7, 2.8, 2.16, 2.17, 4.1, 4.2,
6.7, 6.8, 7.4, 7.5 and 7.6 shall survive until the Notes have been paid in full.
For the purpose of applying Section 4.2, if the Trustee 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 a defeasance trust, 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 such amount.
Thereafter, the Company's obligations in Sections 6.7, 7.4 and 7.5 shall
survive.

                  SECTION 7.2. Conditions to Defeasance. The Company may
exercise its legal defeasance option or its covenant defeasance option only if:


                                       27
<PAGE>

                  (1) the Company irrevocably deposits in trust with the Trustee
            money or U.S. Government Obligations for the payment of principal
            of, premium, if any, and interest on the Notes (including any
            Additional Amounts thereon) to maturity or redemption, as the case
            may be;

                  (2) the Company delivers to the Trustee a certificate from a
            nationally recognized firm of independent accountants expressing
            their opinion that the payments of principal and interest when due
            and without reinvestment on the deposited U.S. Government
            Obligations plus any deposited money without investment will provide
            cash at such times and in such amounts as will be sufficient to pay
            principal and interest when due on all the Notes to maturity or
            redemption, as the case may be;

                  (3) the Company shall have delivered to the Trustee an Opinion
            of Counsel, subject to certain customary qualifications, to the
            effect that (i) the funds so deposited will not be subject to any
            rights of any other holders of indebtedness of the Company, and (ii)
            the funds so deposited will not be subject to avoidance under
            applicable Bankruptcy Law;

                  (4) the deposit does not constitute a default under any other
            agreement binding on the Company;

                  (5) the Company delivers to the Trustee an Opinion of Counsel
            to the effect that the trust resulting from the deposit does not
            constitute, or is qualified as, a regulated investment company under
            the Investment Company Act of 1940;

                  (6) in the case of the legal defeasance option, the Company
            shall have delivered to the Trustee an Opinion of Counsel stating
            that (i) the Company has received from, or there has been published
            by, the Internal Revenue Service a ruling, or (ii) since the date of
            this Indenture there has been a change in the applicable Federal
            income tax law, in either case to the effect that, and based thereon
            such Opinion of Counsel shall confirm that, the Noteholders will not
            recognize income, gain or loss for Federal income tax purposes as a
            result of such defeasance and will be subject to Federal income tax
            on the same amounts, in the same manner and at the same times as
            would have been the case if such legal defeasance had not occurred;

                  (7) in the case of the covenant defeasance option, the Company
            shall have delivered to the Trustee an Opinion of Counsel to the
            effect that the Noteholders will not recognize income, gain or loss
            for Federal income tax purposes as a result of such covenant
            defeasance and will be subject to 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 delivers to the Trustee an Officers'
            Certificate and an Opinion of Counsel in the United States, the
            Federative Republic of Brazil and such other jurisdiction as the
            Trustee may request, each stating that all conditions precedent to
            the defeasance and discharge of the Notes and this Indenture as
            contemplated by this Article VII have been complied with; and

                  (9) The Company shall have delivered to the Trustee an Opinion
            of Counsel in Brazil reasonably acceptable to the Trustee to the
            effect that the Holders of the Outstanding Notes 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 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;


                                       28
<PAGE>

                  Before or after a deposit, the Company may make arrangements
satisfactory to the Trustee for the redemption of Notes at a future date in
accordance with Article III.

                  SECTION 7.3. Application of Trust Money. The Trustee shall
hold in trust money or U.S. Government Obligations deposited with it pursuant to
this Article VII. It shall apply the deposited money and the money from U.S.
Government Obligations through the Paying Agent and in accordance with this
Indenture to the payment of principal of and interest on the Notes.

                  SECTION 7.4. Repayment to Company. The Trustee and the Paying
Agent shall promptly turn over to the Company upon request any excess money or
Notes held by them upon payment of all the obligations under this Indenture.

                  Subject to any applicable abandoned property law, the Trustee
and the Paying Agent shall pay to the Company upon request any money held by
them for the payment of principal of or interest on the Notes that remains
unclaimed for two years, and, thereafter, Noteholders entitled to the money must
look to the Company for payment as general creditors.

                  SECTION 7.5. Indemnity for U.S. Government Obligations. The
Company shall pay and shall indemnify the Trustee against any tax, fee or other
charge imposed on or assessed against deposited U.S. Government Obligations or
the principal and interest received on such U.S. Government Obligations.

                  SECTION 7.6. Reinstatement. If the Trustee or Paying Agent is
unable to apply any money or U.S. Government Obligations in accordance with this
Article VII by reason of any legal proceeding or by reason of any order or
judgment of any court or governmental authority enjoining, restraining or
otherwise prohibiting such application, the obligations of the Company under
this Indenture and the Notes shall be revived and reinstated as though no
deposit had occurred pursuant to this Article VII until such time as the Trustee
or Paying Agent is permitted to apply all such money or U.S. Government
Obligations in accordance with this Article VII; provided, however, that, if the
Company has made any payment of interest on or principal of any Notes because of
the reinstatement of its obligations, the Company shall be subrogated to the
rights of the Holders of such Notes to receive such payment from the money or
U.S. Government Obligations held by the Trustee or Paying Agent.

                                  ARTICLE VIII

                                   Amendments

                  SECTION 8.1. Without Consent of Holders. The Company and the
Trustee may amend this Indenture or the Notes without notice to or consent of
any Noteholder:

                  (1) to cure any ambiguity, omission, defect or inconsistency;

                  (2) to provide for the assumption by a successor corporation
            of the obligations of the Company under this Indenture;

                  (3) to provide for uncertificated Notes in addition to or in
            place of certificated Notes; provided, however, that the
            uncertificated Notes are issued in registered form for purposes of
            Section 163(f) of the Code or in a manner such that the
            uncertificated Notes are described in Section 163(f)(2)(B) of the
            Code;

                  (4) to add guarantees with respect to the Notes or to secure
            the Notes;


                                       29
<PAGE>

                  (5) to add to the covenants of the Company for the benefit of
            the Holders or to surrender any right or power herein conferred upon
            the Company;

                  (6) to comply with any requirements of the SEC in connection
            with qualifying this Indenture under the TIA;or

                  (7) to make any change that does not adversely affect the
            rights of any Noteholder.

                  After an amendment under this Section becomes effective, the
Company shall mail to Noteholders a notice briefly describing such amendment.
The failure to give such notice to all Noteholders, or any defect therein, shall
not impair or affect the validity of an amendment under this Section.

                  SECTION 8.2. With Consent of Holders. The Company and the
Trustee may amend this Indenture or the Notes or waive any past default or
compliance with any provision of this Indenture or the Notes with the written
consent of the Holders of at least a majority in principal amount of the Notes.
However, without the consent of each Noteholder affected, an amendment may not:

                  (1) reduce the amount of Notes whose Holders must consent to
            an amendment;

                  (2) reduce the rate of or extend the time for payment of
            interest on any Note or reduce any Additional Amounts in respect
            thereof;

                  (3) reduce the principal of or extend the Stated Maturity of
            any Note;

                  (4) reduce the premium payable upon the redemption or
            repurchase of any Note or change the time at which any Note may or
            shall be redeemed or repurchased in accordance with this Indenture;

                  (5) make any Note payable in money other than that stated in
            the Note;

                  (6) modify or amend in any manner adverse to the Holders the
            terms and conditions of the obligation of the Company for the due
            and punctual payment of the principal of or interest on Notes;

                  (7) modify or amend in any manner adverse to the Holders the
            terms and conditions of the obligation of the Company for the due
            and punctual payment of the principal of or interest on Notes or the
            right of any Holder to institute suit for enforcement of any payment
            on or with respect to such Holder's Notes;

                  (8) make any change in Section 5.4 or 5.7 or the second
            sentence of this Section 8.2; or

                  (9) amend or modify the provisions of Section 4.2.

                  It shall not be necessary for the consent of the Holders under
this Section to approve the particular form of any proposed amendment, but it
shall be sufficient if such consent approves the substance thereof.

                  After an amendment under this Section becomes effective, the
Company shall mail to Noteholders a notice briefly describing such amendment.
The failure to give such notice to all


                                       30
<PAGE>

Noteholders, or any defect therein, shall not impair or affect the validity of
an amendment under this Section.

                  SECTION 8.3. Compliance with Trust Indenture Act. Every
amendment to this Indenture or the Notes shall comply with the TIA as then in
effect.

                  SECTION 8.4. Revocation and Effect of Consents and Waivers. A
consent to an amendment or a waiver by a Holder of a Note shall bind the Holder
and every subsequent Holder of that Note or portion of the Note that evidences
the same debt as the consenting Holder's Note, even if notation of the consent
or waiver is not made on the Note. However, any such Holder or subsequent Holder
may revoke the consent or waiver as to such Holder's Note or portion of the Note
if the Trustee receives the notice of revocation before the date the amendment
or waiver becomes effective. After an amendment or waiver becomes effective, it
shall bind every Noteholder.

                  The Company may, but shall not be obligated to, fix a record
date for the purpose of determining the Noteholders entitled to give their
consent or take any other action described above or required or permitted to be
taken pursuant to this Indenture. If a record date is fixed, then
notwithstanding the immediately preceding paragraph, those Persons who were
Noteholders at such record date (or their duly designated proxies), and only
those Persons, shall be entitled to give such consent or to revoke any consent
previously given or to take any such action, whether or not such Persons
continue to be Holders after such record date. No such consent shall become
valid or effective more than 120 days after such record date.

                  SECTION 8.5. Notation on or Exchange of Notes. If an amendment
changes the terms of a Note, the Trustee may require the Holder of the Note to
deliver it to the Trustee. The Trustee may place an appropriate notation on the
Note regarding the changed terms and return it to the Holder. Alternatively, if
the Company or the Trustee so determines, the Company in exchange for the Note
shall issue and the Trustee shall authenticate a new Note that reflects the
changed terms. Failure to make the appropriate notation or to issue a new Note
shall not affect the validity of such amendment.

                  SECTION 8.6. Trustee To Sign Amendments. The Trustee may, but
need not, sign any amendment authorized pursuant to this Article XIII if the
amendment adversely affects the rights, duties, liabilities or immunities of the
Trustee. In signing any amendment the Trustee shall be entitled to receive
indemnity reasonably satisfactory to it and to receive, in addition to the
documents required by Section 9.4, and (subject to Section 6.1) shall be fully
protected in relying upon, an Officers' Certificate and an Opinion of Counsel
stating that such amendment is authorized or permitted by this Indenture.

                                   ARTICLE IX

                                  Miscellaneous

                  SECTION 9.1. Trust Indenture Act Controls. If any provision of
this Indenture limits, qualifies or conflicts with another provision which is
required to be included in this Indenture by the TIA, the provision required by
the TIA shall control.

                  SECTION 9.2. Notices. Any notice or communication shall be in
writing and delivered in person or mailed by first-class mail addressed as
follows:


                                       31
<PAGE>

                        if to the Company:

                        Tevecap S.A.
                        Av. Das Nacoes Unidas, 7221 - 7(o) andar
                        Sao Paulo, SP
                        Brazil, 05425-902
                        Tel: 011-55-11-3037-5127
                        Fax: 011-55-11-3037-3460
                        Attention: Carlos Eduardo Malagoni

                        if to the Trustee or the Paying Agent:

                        HSBC Bank USA, National Association
                        452 Fifth Avenue
                        New York, NY 10018
                        Attention: Corporate Trust
                        Tel.: 212-525-1316
                        Fax: 212-525-1300

                        if to the Principal Paying Agent:

                        HSBC Bank USA, National Association
                        452 Fifth Avenue
                        New York, NY 10018
                        Attention: Corporate Trust
                        Tel.: 212-525-1316
                        Fax: 212-525-1300

                  The Company or the Trustee by notice to the other may
designate additional or different addresses for subsequent notices or
communications.

                  Any notice or communication mailed to a Noteholder shall be
mailed to the Noteholder at the Noteholder's address as it appears on the
registration books of the Note Registrar and shall be sufficiently given if so
mailed within the time prescribed.

                  Failure to mail a notice or communication to a Noteholder or
any defect in it shall not affect its sufficiency with respect to other
Noteholders. If a notice or communication is mailed in the manner provided
above, it is duly given, whether or not the addressee receives it.

                  SECTION 9.3. Communication by Holders with other Holders.
Noteholders may communicate pursuant to TIA ss. 312(b) with other Noteholders
with respect to their rights under this Indenture or the Notes. The Company, the
Trustee, the Note Registrar and anyone else shall have the protection of TIA ss.
312(c).

                  SECTION 9.4. Certificate and Opinion as to Conditions
Precedent. Upon any request or application by the Company to the Trustee to take
or refrain from taking any action under this Indenture, the Company shall
furnish to the Trustee:

                  (1) an Officers' Certificate in form and substance reasonably
            satisfactory to the Trustee 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;
            and


                                       32
<PAGE>

                  (2) an Opinion of Counsel in form and substance reasonably
            satisfactory to the Trustee stating that, in the opinion of such
            counsel, all such conditions precedent have been complied with.

                  SECTION 9.5. Statements Required in Certificate or Opinion.
Each certificate or opinion with respect to compliance with a covenant or
condition provided for in this Indenture shall include:

                  (1) a statement that the individual making such certificate or
            opinion has read such covenant or condition;

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

                  (3) a statement that, in the opinion of such individual, he
            has made such examination or investigation as is necessary to enable
            him to express an informed opinion as to whether or not such
            covenant or condition has been complied with; and

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

                  SECTION 9.6. When Notes Disregarded. In determining whether
the Holders of the required principal amount of Notes have concurred in any
direction, waiver or consent, Notes owned by the Company or by any Person
directly or indirectly controlling or controlled by or under direct or indirect
common control with the Company shall be disregarded and deemed not to be
outstanding, except that, for the purpose of determining whether a Trust Officer
of the Trustee shall be protected in relying on any such direction, waiver or
consent, only Notes which the Trustee knows are so owned shall be so
disregarded. Also, subject to the foregoing, only Notes outstanding at the time
shall be considered in any such determination.

                  SECTION 9.7. Rules by Trustee, Paying Agent and Registrar. The
Trustee may make reasonable rules for action by or a meeting of Noteholders. The
Note Registrar and the Paying Agent may make reasonable rules for their
functions.

                  SECTION 9.8. Legal Holidays. A "Legal Holiday" is a Saturday,
a Sunday or a day on which banking institutions are not required to be open in
the State of New York or Sao Paulo, Brazil. If a payment date is a Legal
Holiday, payment shall be made on the next succeeding day that is not a Legal
Holiday, and no interest shall accrue for the intervening period. If a regular
record date is a Legal Holiday, the record date shall not be affected.

                  SECTION 9.9. Governing Law. This Indenture and the Notes shall
be governed by, and construed in accordance with, the laws of the State of New
York but without giving effect to applicable principles of conflicts of law to
the extent that the application of the laws of another jurisdiction would be
required thereby.

                  SECTION 9.10. No Recourse Against Others. A director, officer,
employee or stockholder, as such, of the Company shall not have any liability
for any obligations of the Company under the Notes or this Indenture or for any
claim based on, in respect of or by reason of such obligations or their
creation. By accepting a Note, each Noteholder shall waive and release all such
liability. The waiver and release shall be part of the consideration for the
issue of the Notes.


                                       33
<PAGE>

                  SECTION 9.11. Successors. All agreements of the Company in
this Indenture and the Notes shall bind their respective successors. All
agreements of the Trustee in this Indenture shall bind its successors.

                  SECTION 9.12. Multiple 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. One signed copy is enough to
prove this Indenture.

                  SECTION 9.13. Variable Provisions. The Company initially
appoints the Trustee as Paying Agent and Note Registrar and custodian with
respect to any Global Notes.

                  SECTION 9.14. Qualification of Indenture. The Company shall
qualify this Indenture under the TIA and shall pay all reasonable costs and
expenses (including attorneys' fees for the Company, the Trustee and the
Holders) incurred in connection therewith, including, but not limited to, costs
and expenses of qualification of the Indenture and the Notes and printing this
Indenture and the Notes. The Trustee shall be entitled to receive from the
Company any such Officers' Certificates, Opinions of Counsel or other
documentation as it may reasonably request in connection with any such
qualification of this Indenture under the TIA.

                  SECTION 9.15. Table of Contents; Headings. The table of
contents, cross-reference sheet and headings of the Articles and Sections of
this Indenture have been inserted for convenience of reference only, are not
intended to be considered a part hereof and shall not modify or restrict any of
the terms or provisions hereof.

                  SECTION 9.16. Agent for Service; Submission to Jurisdiction;
Waiver of Immunities. By the execution and delivery of this Indenture or any
amendment or supplement hereto, the Company, (i) acknowledges that it has, by
separate written instrument, designated and appointed CT Corporation System,
currently located at CT Corporation System, 111 Eighth Avenue, 13th Floor, New
York, New York 10011, 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 Notes or this Indenture (other than an insolvency, liquidation or
bankruptcy proceeding or any other proceeding in the nature of an in rem or
quasi in rem proceeding), 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 Notes laws or brought by the Trustee (whether in
its individual capacity or in its capacity as Trustee hereunder), and
acknowledges that CT Corporation System has accepted such designation, (ii)
submits to the jurisdiction of any such court in any such suit, action or
proceeding, and (iii) agrees that service of process upon CT Corporation System
shall be deemed in every respect effective service of process upon the Company
in any such suit, action or proceeding. The Company 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 CT Corporation System in full force and effect so long as this Indenture
shall be in full force and effect; provided that the Company may and shall (to
the extent CT Corporation System ceases to be able to be served on the basis
contemplated herein), by written notice to the Trustee, designate such
additional or alternative agents for service of process under this Section 9.16
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
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 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 9.16. 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


                                       34
<PAGE>

times, be at least one agent for service of process for the Company appointed
and acting in accordance with this Section 9.16.

                  To the extent that the Company 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 hereby irrevocably waives such immunity in respect of its obligations
under this Indenture and the Notes, to the extent permitted by law.

                  SECTION 9.17. Currency of Account; Conversion of Currency;
Foreign Exchange Restrictions. (a) U.S. dollars are the sole currency of account
and payment for all sums payable by the Company under or in connection with the
Notes 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 or otherwise) by any Holder of the
Notes in respect of any sum expressed to be due to it from the Company shall
only constitute a discharge to the Company 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 recover (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). If that dollar amount is less than the dollar amount
expressed to be due to the recipient under the Notes, the Company shall
indemnify it against any loss sustained by it as a result as set forth in
Section 9.17(b). In any event, the Company shall indemnify the recipient against
the cost of making any such purchase. For the purposes of this Section 9.17, it
will be sufficient for the holder of a Note 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 9.17
constitute separate and independent cause of action, shall apply irrespective of
any indulgence granted by any Holder of the Notes 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 Notes.

                  (b) The Company covenants and agrees that the following
provisions shall apply to conversion of currency in the case of the Notes 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 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 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 at
            any time while any amount or damages owing under the Notes and this
            Indenture, or any judgment or order rendered


                                       35
<PAGE>

            in respect thereof, shall remain outstanding 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 Notes 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 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 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), (b)(ii) and (b)(v) of this Section 9.17 shall constitute
            separate and independent obligations from the other Indenture
            obligations of the Company shall give rise to separate and
            independent causes of action against the Company, 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 notwithstanding any judgment or order or the
            filing of any proof of claim in the winding-up of the Company 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 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
Notes, any restrictions or prohibition of access to the Brazilian foreign
exchange market exists, the Company agrees to pay all amounts payable under the
Notes in the currency of the Notes 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 Notes, for the purchase of the currency of
such Notes. All costs and taxes payable in connection with the procedures
referred to in this Section 9.17 shall be borne by the Company.

         [The remainder of the page has been left blank intentionally.]


                                       36
<PAGE>

                  IN WITNESS WHEREOF, the parties have caused this Indenture to
be duly executed as of the date first written above.

TEVECAP S.A.

by: ______________________________
     Name:
     Title:


HSBC BANK USA, NATIONAL ASSOCIATION, as Trustee

by: ______________________________
     Name:
     Title:


                                       37
<PAGE>

STATE OF NEW YORK       )
                        :  ss.
COUNTY OF NEW YORK      )

                  On this ____ day of September, 2004, before me, a notary
public within and for said county, personally appeared _____________________, to
me personally known who being duly sworn, did say that he was
the___________________________ of Tevecap S.A., one of the persons described in
and which executed the foregoing instrument, and acknowledges said instrument to
be the free act and deed of said corporation.

                 ..............................................

[NOTARIAL SEAL]


                                       38
<PAGE>

STATE OF NEW YORK       )
                        :  ss.
COUNTY OF NEW YORK      )

                  On this ____ day of September, 2004, before me, a notary
public within and for said county, personally appeared _____________________, to
me personally known who being duly sworn, did say that he is the
attorney-in-fact of HSBC Bank USA, National Association, one of the persons
described in and which executed the foregoing instrument, and acknowledges said
instrument to be the free act and deed of said corporation.

                 ..............................................

[NOTARIAL SEAL]


                                       39
<PAGE>

                                                                       EXHIBIT A

                               [FORM OF NEW NOTE]

                              [Global Notes Legend]

                  UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"),
NEW YORK, NEW YORK, 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 IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF
DTC (AND ANY PAYMENT IS MADE TO CEDE & CO., OR TO SUCH OTHER 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 INASMUCH AS
THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

                  TRANSFERS OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS IN
WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH
SUCCESSOR'S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL NOTE SHALL BE
LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE
INDENTURE REFERRED TO ON THE REVERSE HEREOF.


                                       40
<PAGE>

No. [ ]                                                  Principal Amount US$[ ]

                                                     CUSIP NO.

                          12.625% Senior Note due 2009

                  Tevecap S.A., a sociedade anonima organized under the laws of
the Federative Republic of Brazil promises to pay to [ ], or registered assigns,
the principal sum of [ ] Dollars on November 26, 2009 or such other amount as is
shown on the Register on such date in respect of this Note.

                  Interest Payment Dates:  May 26 and November 26.

                  Record Dates:  May 1 and November 1.

                  Additional provisions of this Note are set forth on the other
side of this Note.

Dated:  [  ], 2004                      TEVECAP S.A.

                                        By:
                                           -------------------------------------
                                           Name:
                                           Title:

                                        By:
                                           -------------------------------------
                                           Name:
                                           Title:

TRUSTEE'S CERTIFICATE OF
AUTHENTICATION

HSBC BANK USA, NATIONAL ASSOCIATION
   as Trustee, certifies
   that this is one of
   the Notes referred
   to in the Indenture.]

By:_______________________________
      Authorized Officer


                                       41
<PAGE>

                       [FORM OF REVERSE SIDE OF NEW NOTE]

                          12.625% Senior Note due 2004

            1.    Interest

                  Tevecap S.A., a sociedade anonima organized under the laws of
the Federative Republic of Brazil (such entity and its successors and assigns
under the Indenture hereinafter referred to, being herein called the "Company")
promises to pay interest on the principal amount of this Note at the rate per
annum shown above.

                  The Company will pay interest semiannually on May 26 and
November 26 of each year, commencing on May 26, 2005. Interest on the Notes will
accrue from the most recent date to which interest has been paid on the Notes
or, if no interest has been paid, from November 26, 2004. The Company shall pay
interest on overdue principal or premium, if any, at the rate borne by the Notes
to the extent lawful. Interest will be computed on the basis of a 360-day year
of twelve 30-day months.

            2.    Method of Payment

                  By at least 10:00 a.m. (New York City time) on the Business
Day prior to the date on which any principal of or interest on any Note is due
and payable, the Company shall irrevocably deposit with the Trustee or the
Paying Agent money sufficient to pay such principal, premium, if any, and/or
interest. The Company will pay interest (except defaulted interest) to the
Persons who are registered Holders of Notes at the close of business on the May
1 or November 1 next preceding the interest payment date even if Notes are
cancelled, repurchased or redeemed after the record date and on or before the
interest payment date. Holders must surrender Notes to a Paying Agent to collect
principal payments. The Company will pay principal and interest in money of the
United States that at the time of payment is legal tender for payment of public
and private debts. However, the Company may pay principal and interest by check
payable in such money. It may mail an interest check to a Holder's registered
address. Any such interest not punctually paid, or duly provided for, and
interest on such defaulted interest at the then applicable interest rate borne
by the Notes, to the extent lawful, shall forthwith cease to be payable to the
Holder on a regular record date, and may be paid to the person in whose name
this Note (or one or more Predecessor Notes) is registered at the close of
business on a special record date for the payment of such defaulted interest to
be fixed by the Trustee, notice of which shall be given to Holders of Notes not
less than 10 days prior to such special record date, or may be paid at any time
in any other lawful manner not inconsistent with the requirements of any Notes
exchange on which the Notes may be listed, and upon such notice as may be
required by the Depository or any such clearing agency or exchange, all as more
fully provided in such Indenture. In addition, the Company will pay to the
Holder of this Note such Additional Amounts as may become payable under Section
4.2 of the Indenture.

            3.    Paying Agent and Registrar

                  Initially, the HSBC Bank USA, National Association, a national
banking association ("Trustee"), will act as Paying Agent and Note Registrar.
Initially, HSBC Bank USA, National Association will act as Principal Paying
Agent. The Company may appoint and change any Paying Agent, Registrar or
co-registrar without notice to any Noteholder. The Company may act as Paying
Agent, Note Registrar or co-registrar.


                                       42
<PAGE>

            4.    Indenture

                  The Company issued the Notes under an Indenture dated as of
            , 2004 (as it may be amended or supplemented from time to time in
accordance with the terms thereof, the "Indenture"), between the Company and the
Trustee. The terms of the Notes include those stated in the Indenture and those
made part of the Indenture by reference to the Trust Indenture Act of 1939 (15
U.S.C. ss.ss. 77aaa-77bbbb) as in effect on the date of the Indenture (the
"Act"). Capitalized terms used herein and not defined herein have the meanings
ascribed thereto in the Indenture. The Notes are subject to all such terms, and
Noteholders are referred to the Indenture and the Act for a statement of those
terms.

                  The Notes are general unsecured senior obligations of the
Company limited to US$48,022,000 aggregate principal amount (subject to Section
2.6 of the Indenture), ranking pari passu with all other existing and future
general unsecured senior indebtedness of the Company and senior in right of
payment to all other existing and future subordinated indebtedness of the
Company. This Note is one of the Notes referred to in the Indenture.

            5.    Scheduled redemption: Unless previously redeemed, or purchased
                  or cancelled, each Note will be redeemed (subject as provided
                  in subsection (b) below in three equal installments on the
                  dates and in the amounts set out below (each an "Installment
                  Amount"):

<TABLE>
<CAPTION>
                        Scheduled Redemption Date                                Installment Amount
                        -------------------------                                ------------------
<S>                                                                               <C>
            November 26, 2007 (the "First Redemption Date")                       US$16,007,333.33
            November 26, 2008 (the "Second Redemption Date")                      US$16,007,333.33
            November 26, 2009 (the "Third Redemption Date")                       US$16,007,333.34
</TABLE>

            6.    Adustment of Installment Amounts:

            (i)   If the Exchange Rate Increase with respect to the First
                  Redemption Date is in excess of 0.3, then:

                  (I)   the Installment Amount due on the First Redemption Date
                        shall be reduced by the U.S. dollar equivalent of the
                        Exchange Adjustment applicable to the First Redemption
                        Date;

                  (II)  the Installment Amount due on the Second Redemption Date
                        shall be increased by the amount which is equal to 50%
                        of the U.S. dollar equivalent of the Exchange Adjustment
                        applicable to the First Redemption Date; and

                  (III) the Installment Amount due on the Third Redemption Date
                        shall be increased by the amount which is equal to 50%
                        of the U.S. dollar equivalent of the Exchange Adjustment
                        applicable to the First Redemption Date.

            (ii)  If the Exchange Rate Increase with respect to the Second
                  Redemption Date is in excess of 0.4, then:

                  (I)   the Installment Amount due on the Second Redemption Date
                        (as adjusted, if applicable, in accordance with
                        subsection (b)(i)(II) above) shall be reduced by the
                        U.S. dollar equivalent of the Exchange Adjustment
                        applicable to the First Redemption Date; and


                                       43
<PAGE>

                  (II)  the Installment Amount due on the Third Redemption Date
                        (as adjusted, if applicable, in accordance with
                        subsection (b)(i)(II) above) shall be increased by the
                        U.S. dollar equivalent of the Exchange Adjustment
                        applicable to the Second Redemption Date.

            7.    Optional Redemption. On any of the First Redemption Date, the
                  Second Redemption Date, or the Third Redemption Date, the
                  Company may redeem all of the Notes, at a redemption price of
                  100% of the outstanding principal amount, plus accrued and
                  unpaid interest, if any, to the Redemption Date (subject to
                  the right of holders of record on the relevant record date to
                  receive interest due on the relevant interest payment date).

            8.    Tax Redemption

                  The Notes may be redeemed at the option of the Company, in
whole but not in part, at any time prior to maturity if as the result of any
change in or amendment to the laws, regulations or rulings of Brazil or any
political subdivision or taxing authority thereof or therein, or any change in
the application or official interpretation of such laws, regulations or rulings
(including the holding of a court of competent jurisdiction), the Company has or
will become obligated to pay Additional Amounts (excluding interest and
penalties) in excess of the Additional Amounts that the Company would be
obligated to pay if Taxes (excluding interest and penalties) were imposed with
respect to such payments of interest at a rate of 15.0% and such obligation
cannot be avoided by the Company taking reasonable measures available to them,
then the Company may, at its option, redeem or cause the redemption of the
Notes, as a whole but not in part, upon not more than 60 nor less than 30 days'
notice given in the manner set forth in Section 3.3 of the Indenture to the
Holders (with copies to the Trustee and each Paying Agent) at 100% of their
principal amount, together with accrued interest to (but excluding) the date
fixed for redemption, plus any such Additional Amounts payable with respect to
such principal amount and interest. Prior to the giving of notice of redemption
of the Notes as described herein and as a condition to any such redemption, the
Company will deliver to the Trustee an Officers' Certificate (together with a
copy of a written Opinion of Counsel to the effect that the applicable rate has
so increased, or the Company has or will become so obligated to pay Additional
Amounts as a result of such change or amendment), stating that the Company is
entitled to effect such redemption and setting forth in reasonable detail a
statement of facts relating thereto. No notice of redemption shall be given
earlier than 90 days prior to the earliest date on which the Company would be
obligated to pay such Additional Amounts were a payment in respect of the Notes
then due and, at the time such notice of redemption is given, such obligation to
pay such Additional Amounts remains in effect.

            9.    Notice of Redemption

                  Notice of redemption will be mailed at least 30 days but not
more than 60 days before the redemption date to each Holder of Notes to be
redeemed at his registered address. Notes in denominations of principal amount
larger than US$1,000 may be redeemed in part but only in whole multiples of
US$1,000. If money sufficient to pay the redemption price of and accrued and
unpaid interest on all Notes (or portions thereof) to be redeemed on the
redemption date is deposited with the Paying Agent on or before the redemption
date and certain other conditions are satisfied, on and after such date interest
ceases to accrue on such Notes (or such portions thereof) called for redemption.

            10.   Denominations; Transfer; Exchange

                  The Notes are in registered form without coupons in
denominations of principal amount of US$1.00 and any integrals multiple thereof.
A Holder may transfer or Notes in accordance with the Indenture. The Note
Registrar may require a Holder, among other things, to furnish appropriate


                                       44
<PAGE>

endorsements or transfer documents and to pay any taxes and fees required by law
or permitted by the Indenture. The Note Registrar need not register the transfer
of or exchange of any Notes selected for redemption (except, in the case of a
Note to be redeemed in part, the portion of the Note not to be redeemed) during
a period beginning at the opening of business 15 days before the mailing of a
notice of redemption of the Notes selected for redemption and ending at the
close of business on the day of such mailing.

            11.   Persons Deemed Owners

                  The registered holder of this Note may be treated as the owner
of it for all purposes.

            12.   Unclaimed Money

                  If money for the payment of principal or interest remains
unclaimed for two years, the Trustee or Paying Agent shall pay the money back to
the Company at its request. After any such payment, Holders entitled to the
money must look only to the Company and not to the Trustee for payment.

            13.   Defeasance

                  Subject to certain conditions set forth in the Indenture, the
Company at any time may terminate some or all of its obligations under the Notes
and the Indenture if the Company deposits with the Trustee money or U.S.
Government Obligations for the payment of principal and interest on the Notes to
redemption or maturity, as the case may be.

            14.   Amendment, Waiver

                  Subject to certain exceptions set forth in the Indenture, (i)
the Indenture or the Notes may be amended with the written consent of the
Holders of at least a majority in principal amount of the outstanding Notes and
(ii) any default or noncompliance with any provision may be waived with the
written consent of the Holders of a majority in principal amount of the
outstanding Notes. Subject to certain exceptions set forth in the Indenture,
without the consent of any Noteholder, the Company and the Trustee may amend the
Indenture or the Notes to cure any ambiguity, omission, defect or inconsistency
or to provide for uncertificated Notes in addition to or in place of
certificated Notes, or to add guarantees with respect to the Notes or to secure
the Notes, or to add additional covenants or surrender rights and powers
conferred on the Company for the benefit of the Noteholders, or to comply with
any requirements of the SEC in connection with qualifying the Indenture under
the Act, or to make any change that does not adversely affect the rights of any
Noteholder, or to provide for the issuance of Notes.

            15.   Defaults and Remedies

                  Under the Indenture, Events of Default include (i) a default
in any payment of interest on any Note when due, continued for 30 days, (ii) a
default in the payment of principal or premium, if any, of any Note when due at
its Stated Maturity, upon optional redemption, upon required repurchase, upon
declaration or otherwise, (iii) the failure by us to comply with any other
agreements contained in the Indenture for 45 days after notice (in each case,
other than a failure to purchase Notes which shall constitute an Event of
Default under clause (ii) above), (iv) indebtedness of ours (other than the
Excluded Debt) is not paid within any applicable grace period after failure to
pay when due or is accelerated by the holders thereof because of a default (the
"cross acceleration provision"); provided, however, that it shall constitute an
Event of Default hereunder if the outstanding Excluded Debt that is held by
Persons who are not Affiliates of the Company is not paid within any applicable
grace period after failure to pay when due


                                       45
<PAGE>

or is accelerated by the holders thereof because of a default and the total
amount of such indebtedness unpaid or accelerated exceeds US$35 million, (v)
certain events of bankruptcy, insolvency or reorganization of ours (the
"bankruptcy provisions"), (vi) any judgment or decree for the payment of money
in excess of US$ 5 million (to the extent not covered by insurance as
acknowledged in writing by the insurer) is rendered against us and such judgment
or decree shall remain undischarged or unstayed for a period of 60 days after
such judgment becomes final and non-appealable (the "judgment default
provision"), or (vii) there shall have occurred any seizure, compulsory
acquisition, expropriation or nationalization of material assets of ours and our
Subsidiaries. However, a default under clause (iv) will not constitute an Event
of Default until the Trustee or the holders of 25.0% in principal amount of the
outstanding Notes notify us of the default and the Company does not cure such
default within the time specified in clause (iv) hereof after receipt of such
notice. If an Event of Default occurs and is continuing, the Trustee or the
Holders of at least 25% in principal amount of the Notes may declare all the
Notes to be due and payable immediately (including all Additional Amounts
thereon). Certain events of bankruptcy or insolvency are Events of Default which
will result in the Notes being due and payable immediately upon the occurrence
of such Events of Default.

                  Noteholders may not enforce the Indenture or the Notes except
as provided in the Indenture. The Trustee may refuse to enforce the Indenture or
the Notes unless it receives reasonable indemnity or Note. Subject to certain
limitations, Holders of a majority in principal amount of the Notes may direct
the Trustee in its exercise of any trust or power. The Trustee may withhold from
Noteholders notice of any continuing Default or Event of Default (except a
Default or Event of Default in payment of principal or interest) if it
determines that withholding notice is in their interest.

            16.   Trustee Dealings with the Company

                  Subject to certain limitations set forth in the Indenture, the
Trustee under the Indenture, in its individual or any other capacity, may become
the owner or pledgee of Notes and may otherwise deal with and collect
obligations owed to it by the Company or its affiliates and may otherwise deal
with the Company or its affiliates with the same rights it would have if it were
not Trustee.

            17.   No Recourse Against Others

                  A director, officer, employee or stockholder, as such, of the
Company shall not have any liability for any obligations of the Company under
the Notes or the Indenture or for any claim based on, in respect of or by reason
of such obligations or their creation. By accepting a Note, each Noteholder
waives and releases all such liability. The waiver and release are part of the
consideration for the issue of the Notes.

            18.   Authentication

                  This Note shall not be valid until an authorized signatory of
the Trustee (or an authenticating agent acting on its behalf) manually signs the
certificate of authentication on the other side of this Note.

            19.   Abbreviations

                  Customary abbreviations may be used in the name of a
Noteholder or an assignee, such as TEN COM (=tenants in common), TEN ENT
(=tenants by the entirety), JT TEN (=joint tenants with rights of survivorship
and not as tenants in common), CUST (=custodian) and U/G/M/A (=Uniform Gift to
Minors Act).


                                       46
<PAGE>

            20.   CUSIP and CINS Numbers

                  Pursuant to a recommendation promulgated by the Committee on
Uniform Note Identification Procedures the Company has caused CUSIP and/or CINS
numbers to be printed on the Notes and has directed the Trustee to use such
numbers in notices of redemption as a convenience to Noteholders. No
representation is made as to the accuracy of such numbers either as printed on
the Notes or as contained in any notice of redemption and reliance may be placed
only on the other identification numbers placed thereon.

            21.   Governing Law

                  This Note shall be governed by, and construed in accordance
with, the laws of the State of New York but without giving effect to applicable
principles of conflicts of law to the extent that the application of the laws of
another jurisdiction would be required thereby.

            22.   Additional Amounts

                  The Company will pay to the Holders of Notes such Additional
Amounts as may become payable under Section 4.2 of the Indenture.

            23.   Conversion of Currency

                  U.S. dollars are the sole currency of account and payment for
all sums payable by the Company under or in connection with the Notes or the
Indenture, including damages. The Company has agreed that the provisions of
Section 9.17 of the Indenture shall apply to conversion of currency in the case
of the Notes and the Indenture. Among other things, Section 9.17 specifies that
if there is a change in the rate of exchange prevailing between the Business Day
before the day on which a judgment is given or an order or 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 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. In the event that on any payment date in respect of the Notes any
restrictions or prohibition of access to the Brazilian foreign exchange market
exists, the Company agrees to pay all amounts payable under the Notes in the
currency of the Notes 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 Notes, for the purchase of the currency of such
Notes. All costs and taxes payable in connection with the procedures referred to
in this paragraph shall be borne by the Company.

            24.   Agent for Service; Submission to Jurisdiction; Waiver of
                  Immunities

                  The Company has appointed CT Corporation System, currently
located at 111 Eighth Avenue, 13th Floor, New York, New York 10011, 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, this Note and the
Indenture (other than an insolvency, liquidation or bankruptcy proceeding or any
other proceeding in the nature of an in rem or quasi in rem proceeding), 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
Notes laws or brought by the Trustee (whether in its individual capacity or in
its capacity as Trustee hereunder) and has agreed that there shall, at all time,
be at least one agent for service of process for the Company appointed and
acting in accordance with the provisions of Section 9.16 of the Indenture
relating to agent for service of process. To the extent that the Company has or
hereafter may acquire any immunity from jurisdiction of any court or from any
legal process (whether through service of notice,


                                       47
<PAGE>

attachment prior to judgment, attachment in aid of execution, execution or
otherwise) with respect to itself or its property, the Company has irrevocably
waived such immunity in respect of its obligations under the Indenture and this
Note to the extent permitted by law.

                  The Company will furnish to any Noteholder upon written
request and without charge to the Noteholder a copy of the Indenture which has
in it the text of this Note in larger type.

                  Requests may be made to:  Tevecap S.A.
                  Attention of Chief Financial Officer


                                       48
<PAGE>

                                 ASSIGNMENT FORM

To assign this Note, fill in the form below:

I or we assign and transfer this Note to

              (Print or type assignee's name, address and zip code)

                  (Insert assignee's soc. sec. or tax I.D. No.)

and irrevocably appoint agent to transfer this Note on the books of the Company.
The agent may substitute another to act for him.


Date: _______________                        Your Signature ____________________

Signature Guarantee:  ____________________________________

                         (Signature must be guaranteed)

Sign exactly as your name appears on the other side of this Note.


                                       49