INTERCREDITOR AGREEMENT

Exhibit 2.8
(Free Translation)

INTERCREDITOR AGREEMENT

among

      NET SERVIÇOS DE COMUNICAÇÃO S.A.
and Subsidiaries thereof,

The Secured Creditors named herein

and

BANCO ITAÚ S.A., as Collateral Agent

Dated as of February 24, 2005

Table of Contents

I. - DEFINITIONS AND RULES OF CONSTRUCTION

II. - EFFECTIVENESS AND TERMNATION OF THIS AGREEMENT

III. - COVENANTS OF THE NET GROUP

IV. - COVENANTS OF EACH CREDITOR

V. - COLLATERAL ISSUES VI. - REPRESENTATIONS AND WARRANTIES OF THE NET GROUP

VII. - REPRESENTATIONS AND WARRANTIES OF EACH CREDITOR

VIII. - INDEMNIFICATION IX. - EFFECTIVENESS

X. - MISCELLANEOUS PROVISIONS

XI. - GOVERNING LAW AND JURISDICTION

List of Exhibits

Exhibit 1 List of Company’s Subsidiaries Parties to this Agreement

Exhibit 2 List of Creditors

Exhibit 3 List of Credit Instruments

Exhibit 4 Copy of the Asset Pledge Agreement

Exhibit 5-I Copy of Net São Paulo Credit Rights Pledge Agreement

Exhibit 5-II Copy of Net Rio Credit Rights Pledge Agreement

Exhibit 6-I Copy of the Share Pledge Agreement

Exhibit 6-II Copy of the Quota Pledge Agreement

Exhibit 7 Form of Term of Adhesion

Exhibit 8 List of carve outs to the Representations and Warranties of the Net Group

Exhibit 9 List of Net Group companies indebtedness subject to the Plan

Exhibit 10 Form of Letter of Confidenciality

INTERCREDITOR AGREEMENT This Intercreditor Agreement, dated as of February 24, 2004 (this “ Agreement ”), is entered into by and among the following parties (the “ Parties ”):

(a) NET SERVIÇOS DE COMUNICAÇÃO S.A., a Brazilian sociedade por ações with its principal place of business in the city of São Paulo, state of São Paulo, at Rua Verbo Divino, 1,356, Chácara Santo Antônio, enrolled in the National Register of Legal Entities (C.N.P.J.) under No. 00.108.786/0001 -65 (the “ Company ”), herein represented in accordance with its bylaws by its executive officers, Messrs. Francisco Tosta Valim Filho e Leonardo Porciúncula Gomes Pereira;

(b) the subsidiaries of the Company listed in “ Exhibit 1 ” hereto (the “ Subsidiaries ” and, together with the Company, the “ Net Group ”):

(c) each of the Creditors listed and identified in “ Exhibit 2 ” hereto; and

(d) BANCO ITAÚ S.A., a Brazilian financial institution with its principal place of business in the city of São Paulo, State of São Paulo, at Praça Alfredo Egydio Souza Aranha, No. 100, Torre Itausa, enrolled in the National Register of Legal Entities (C.N.P.J.) under No. 60.701.190/0001 -04, as collateral agent (and any successor thereto or other collateral agent appointed by the Required Creditors pursuant hereto, the “ Collateral Agent ”), herein represented in accordance with its bylaws by its undersigned legal representatives.

(e) PLANNER CORRETORA DE VALORES S.A., a company with its principal place of business in the City of São Paulo, State of São Paulo, at Avenida Paulista, 2439, 11 ^th floor, enrolled with the National Registry of Legal Entities (CNPJ) under No. 00.806.535/0001 -54, herein represented in accordance with its bylaws, as intervening and consenting party (hereinafter referred to as “ Fiduciary Agent ”),

WITNESSETH

(1) WHEREAS, the Company and certain Subsidiaries are the original obligors under several different debt instruments between them and local and foreign Creditors;

(2) WHEREAS, in December 2002, the Net Group suspended the payments due under such debt instruments and commenced negotiations with certain creditors regarding a restructuring plan aiming to cause its payment obligations under such debt instruments to become consistent with its projected future cash flows;

(3) WHEREAS, the Creditors and Company, on its behalf and on behalf of the Subsidiaries have successfully negotiated, in good faith, a debt restructuring plan with Creditors (the “ Plan ”), which resulted, among other things, in the commitment to the execution, by Creditors on the one side, and Net Group, on the other side, of a series of amendments and/or restatements of the original credit instruments and/or new credit instruments and/or debt confession instruments that replaced the original credit instruments, under which the terms and conditions of the original credit instruments have been amended and adjusted so as to reflect the new terms and conditions agreed upon by the parties;

(4) WHEREAS, in addition to the Credit Instruments (as defined in Section 1.1 below), as part of the Plan, Creditors and Net Group have agreed to enter into other agreements, such as this Agreement and the Security Agreements; and

(5) WHEREAS, Net Group will be obligated to pledge (or cause to be pledged) the Collateral (as defined in Section 1.1 below) in favor of the Creditors, in order to secure the full repayment of all of the Net Group obligations under the Secured Obligations (as defined in Section 1.1 below), subject to the terms and conditions set forth hereunder, in the Credit Instruments and in the Security Agreements.

NOW, THEREFORE, in consideration of the premises and mutual covenants contained herein, the parties hereby agree to enter into this Agreement, which shall be governed by the following terms and conditions:

I. DEFINITIONS AND RULES OF CONSTRUCTION

1.1. Definitions . The following terms, as used herein, in singular or in plural, have the following meanings:

“ Enforcement Action ” means any action or proceeding taken by, or on behalf of, one or more of the Creditors against the Company and/or any of the Subsidiaries for the purpose of: (a) adjudicating or seeking a judgment or other remedy (whether through judicial, arbitration or administrative proceedings or through any set-off, demand for collateral or similar action) on any claim against the Company and/or any of the Subsidiaries under any Secured Obligations, or confirming, registering or enforcing any judgment, award or claim resulting therefrom, or (b) filing any petition or initiating or joining in any proceeding seeking liquidation, reorganization, bankruptcy, concordata , recuperação extrajudicial or similar process with respect to the Company and/or any of the Subsidiaries.

“ Unibanco Litigation ” means the Foreclosure Motion no. 000.02.222.752 -0 and Motion to Stay Execution no. 000.02.222.752 -0/001, before the 2nd Civil Court of Santo Amaro - São Paulo-SP.

“ Affiliate ” means, with respect to any Person, any other Person that Controls, is Controlled by or is under common Control with such Person.

“ Collateral Agent ” has the meaning specified in the preamble hereof.

“ Trustee ” means The Bank of New York, a New York banking corporation, with its principal corporate trust office at 101 Barclay Street, New York, NY, 10286, solely in its capacity as trustee for (i) the Company Noteholders and (ii) the Net Sul Noteholders.

“ Net Sul Notes ” mean the 7% Senior Secured Note Due 2009 and Senior Secured Floating Rate Notes due 2009 issued by Net Sul Comunicações Ltda.

“ Net Sul Noteholder ” means the holder, or beneficial holder, of any “Net Sul Notes”

“ Central Bank ” means the Central Bank of Brazil.

“ Centralizing Bank ” means the Banco Centralizador , as such term is defined in the Credit Rights Pledge Agreements.

“ Brazil ” means the Federative Republic of Brazil.

“ Brazilian Civil Code ” means the Brazilian Federal Law no. 10.406, as of January 10th, 2002.

“ Brazilian Code of Civil Procedure ” means the Brazilian Federal Law no. 5.869, as of January 11 ^th , 1973, as amended.

“ Company ” has the meaning specified in the preamble hereof.

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

“ Agreement ” has the meaning specified in the preamble hereof.

“ Asset Pledge Agreement ” means the Contrato de Penhor Mercantil de Ativos com Cláusula de Venda Amigável e Outras Avenças entered into on the date hereof by and among the Company, the Subsidiaries, the Creditors represented by the Collateral Agent and the Collateral Agent, attached hereto as “ Exhibit 4”.

“ Security Agreements ” means: (a) the Credit Rights Pledge Agreements, (b) the Stock Pledge Agreements and (c) the Asset Pledge Agreement. For the purpose of clarification, the Collateral Agent, acting under the power of attorney set forth in Section 5.6.1 below, will (to the extent required to be signed by the Creditors) sign each such agreement (and all amendments thereto) on behalf of each Creditor.

“ Stock Pledge Agreements ” means the Contrato de Penhor de Ações com Cláusula de Excussão Amigável e Outras Avenças, attached hereto as “ Exhibit 6-I”, and the Contrato de Penhor de Quotas com Cláusula de Excussão Amigável e Outras Avenças , attached hereto as “ Exhibit 6-II ”; both entered into on the date hereof by and among the respective share/quotaholders of each Subsidiary, the Company, the Creditors, represented by the Collateral Agent, and the Collateral Agent.

“ Credit Rights Pledge Agreements ” means (a) the Contrato de Penhor de Créditos e Direitos Creditórios com Cláusula de Excussão , entered into on the date hereof by and among Net São Paulo Ltda., the Company, the Creditors, represented by the Collateral Agent, the Collateral Agent, and the Centralizing Bank, attached hereto as “ Exhibit 5-I” ; and (b) the Contrato de Penhor de Créditos e Direitos Creditórios com Cláusula de Excussão , entered into on the date hereof by and among Net Rio S.A., the Company, the Creditors, represented by the Collateral Agent, the Collateral Agent, and the Centralizing Bank, in the form attached hereto as “ Exhibit 5-II”.

“ Control ” of a Person means the power, directly or indirectly, to direct, determine, manage, control or cause the direction of the management, business, operations, activities, investments or policies of such Person, whether through the ownership of any interest in such Person, by contract or otherwise.

“Additional Creditor ” means any entity from time to time designated as a “Creditor” in a duly executed Term of Adhesion.

“ Restructuring Creditor ” means each Person that is a Creditor on the Restructuring Closing Date.

“ Creditors ” means, collectively, ( i ) each of the parties listed in “ Exhibit 2 ” hereto, (ii) each other creditor from time to time designated as a “Creditor” in a duly executed Term of Adhesion, and (iii) any purchaser, assignee or successor, for any reason, that becomes a creditor under any Credit Instrument. Each of the Company Noteholders and the Net Sul Noteholders are represented in this Agreement by the Trustee. Each reference in this Agreement to the “Creditors” that relates to the holders of the Company Notes or Net Sul Notes, as the case may be, shall be deemed to be a reference to the Company Noteholders or the Net Sul Noteholders, as the case may be, and not to the Trustee or any other Person.

“ Required Creditors ” means Creditors representing at least sixty percent (60%) of the then principal amount outstanding of the Secured Obligations, provided, however, that ( i ) with respect to any amendment or waiver by or consent by the Creditors the effect of which would be to release any of the Collateral, “Required Creditors” shall mean Creditors representing at least eighty-five percent (85%) of the then principal amount outstanding of the Secured Obligations (other than the Company Noteholders) and ( ii ) for calculation of the percentages above any Affiliates of the Net Group Companies and Creditors that for any reason whatsoever are in breach of the obligations set forth in Sections 4.2, 5.2, 5.4, 5.8 and 5.9 shall not be considered for the definition of “Required Creditors”.

“Signing Date” means the date when the Company, the Collateral Agent and any one or more Creditors executes this Agreement.

“ Restructuring Closing Date ” means the date of consummation of the exchange of the existing indebtedness of the Net Group (including, without limitation, the 5/8% Senior Guaranteed Notes due 2004, the Net Sul Comunicações Ltda. floating rate notes, the existing working capital and bank loan facilities and the real-denominated convertible and non-convertible debentures) for the Secured Obligations.

“ Pledge Termination Date ” means the earlier of (i) the date on which all of the Secured Obligations have been finally and indefeasibly paid in full and (ii) the date on which each of the Security Agreements has been terminated in accordance with its respective terms.

“ Acceleration Action ” means any action by, or on behalf of, a Creditor or any group of Creditors to declare the Secured Obligations owing to it or them to be due and payable prior to the stated date of maturity thereof due to a default by the Company with respect to such Secured Obligations under such Credit Instruments.

“ Company Noteholder ” means any holder of any outstanding Company Note.

“ Business Day ” means any day that is not a Saturday, Sunday or other day on which commercial banks in New York City, U.S.A., the City of São Paulo, Brazil or the City of Rio de Janeiro, Brazil in each case, are authorized or required by law to remain closed.

“ Restrictive Provision ” has the meaning specified in Section 3.3.4 hereof.

“Nonparticipating Debt” means any debt of the Net Group companies listed in “Exhibit 9 ” that has not been modified, exchanged or converted into a Credit Instrument under the Plan.

“ Transaction Documents ” means this Agreement, any Security Agreement, any Credit Instrument and/or any other document related to the Plan and any amendment thereto.

“ Pledge Documents ” means the Security Agreements and this Agreement.

“ Dollar ” means the lawful currency of the United States of America.

“ Applicable Brazilian Currency Equivalent ” means, as of any date of determination, with respect to any Dollar amount, the equivalent in Brazilian Currency of such amount converted into the Brazilian Currency using the Exchange Rate in effect on such date.

“ Subsidiary Financial Statement Filing Requirement ” means, with respect to any of the Company’s Subsidiaries, any requirement, under any governmental law, rule or regulation in any jurisdiction, that there be filed with the Securities and Exchange Commission in the United States, or with any other governmental agency in any jurisdiction, separate financial statements for such Subsidiary due to the fact that such Subsidiary’s capital stock or other securities secure the Company Notes.

“ Collateral Action ” means any action or proceeding taken by the Collateral Agent, on behalf of the Creditors, against the Net Group or all or any part of the Collateral, in each case for the purpose of enforcing the rights of any Creditor under or in respect of the Security Agreements, including, without limitation, the initiation of action in any court or arbitration board or before any administrative agency or governmental tribunal to enforce such rights.

“ Collateral ” means all of the assets and rights pledged under the Security Agreements.

“ Additional Credit Instrument ” means each instrument from time to time designated as a “Credit Instrument” in a duly executed Term of Adhesion.

“ Credit Instruments ” means, collectively, ( i ) each credit instrument listed in “ Exhibit 3 ” hereto and ( ii ) each other credit instrument from time to time designated as a “Credit Instrument” in a duly executed Term of Adhesion.

“ Brazilian Currency ” means the lawful currency of Brazil.

“ Company Notes ” means the Company’s Dollar-denominated 7.0% Senior Secured Notes due 2009 to be issued in exchange for the Multicanal Telecomunicações S.A.’s Dollar-denominated 5.8% Senior Guaranteed Notes due 2004.

“ Secured Obligations ” means, collectively, the obligations of the Company and the Subsidiaries to pay the principal of and interest on indebtedness under each Credit Instrument and all other payment obligations of the Company and/or the Subsidiaries under such instrument.

“ Parties ” has the meaning specified in the preamble hereof.

“ Person ” means any individual, corporation, company, limited liability company, voluntary association, partnership, joint venture, trust, unincorporated organization or government (or any agency, instrumentality or political subdivision thereof) or other entity of whatever nature.

“ Potential Enforcement Event ” means the occurrence of any event that permits, or that with the giving of notice or the lapse of time or both would permit, any Creditor or group of Creditors, or any representative thereof, to take any Acceleration Action or take similar remedial action including, without limitation, any Enforcement Action or any Collateral Action.

“ Losses ” means any and all evidenced losses, damages (whether direct or indirect, but not including consequential and incidental losses or damages) and reasonable documented expenses or costs (including but not limited to reasonable attorneys’ fees, auditor’s fees, appraiser’s fees, expert witnesses’ fees and administrative or court fees undertaken in connection with such losses and damages).

“ Proceeds ” means any assets, property, rights or other consideration received upon the sale, exchange, foreclosure, collection or other disposition of Collateral in accordance with the terms hereof and of the relevant Security Agreement, including dividends or other income from the pledged assets under the Pledge Documents, collections thereon or distribution or payments with respect thereto.

“ Reais ” means the lawful currency of Brazil.

“ ROF ” means the Financial Transaction Registry Module ( Módulo de Registro de Operação Financeira ) of the Data System of the Central Bank.

“ Subsidiaries ” has the meaning specified in the preamble hereof.

“ Exchange Rate ” means, for each day, the exchange rate publicly announced by the Central Bank with respect to Dollars, at the closing rate of the Dollar under PTAX 800, Option 5 (selling rate), currency 220 on the SISBACEN Data System (or its successor) on the most recent preceding Business Day in Brazil; provided that if no such rate of exchange is available, then the applicable rate shall be an average of the Brazilian Currency/Dollar exchange rates for the sale of Dollars notified to the Company by four leading Brazilian banks and international banks present in Brazil selected in good faith by the Company.

“ Term of Adhesion ” means each Term of Adhesion (substantially in the form of Exhibit 7 hereto) to be entered among the Company, the Collateral Agent and any new Creditor that adheres to this Agreement pursuant to the terms hereof.

1.2. Rules of Construction . Unless the contrary is expressly stated herein:

(a) when used in this Agreement, the words “including”, “includes” and “include” shall be deemed to be followed in each instance by the words “without limitation”;

(b) capitalized terms in this Agreement referring to any Person or party to any other agreement, instrument, deed or other document shall refer to such Person or party together with its successors and permitted assigns, and in the case of any governmental authority, any Person succeeding to its functions and capacities; and

(c) each reference in this Agreement to this Agreement, or to any other agreement, instrument, deed or other document, shall be deemed to be a reference to this Agreement, or such other agreement, instrument, deed or document, as the case may be, as the same may be amended, supplemented, novated or otherwise modified from time to time in accordance with the terms thereof.

II. EFFECTIVENESS AND TERMINATION OF THIS AGREEMENT

2.1. This Agreement shall be automatically effective from and including the Signing Date.

2.2 This Agreement shall automatically terminate and cease to be any force and effect if the following requirements shall have not been satisfied on or before March 31, 2005:

(a) the execution of the Security Agreements by all parties thereto, and completion of the registration procedures provided for in the Security Agreements, in accordance with their respective terms and conditions; and

(b) the effectiveness of the Credit Instruments listed in “Exhibit 3” by all parties thereto.

III. COVENANTS OF THE NET GROUP

3.1. From and including the Restructuring Closing Date to the Pledge Termination Date, each of the Net Group companies hereby expressly agrees and covenants as follows:

(a) to deliver to the Collateral Agent, for the benefit of each Creditor, written notice of the occurrence of any Acceleration Action or Enforcement Action (other than an Enforcement Action commenced by the Collateral Agent) of which it has knowledge, setting forth a description thereof, including the aggregate amount of any Secured Obligations in relation to which such event or action has occurred, in each case promptly (and in any event within five (5) Business Days) after becoming aware thereof (provided that each Net Group company shall have fulfilled their obligations under this clause (a) if any Net Group company has delivered the required notice to the Collateral Agent); and

(b) to execute any and all documents and perform any and all actions necessary to permit the implementation of this Agreement on terms and conditions contemplated herein.

3.2. Each of the Net Group companies hereby covenants that from and including the date hereof to but excluding the Pledge Termination Date it shall not agree to any amendments to any Credit Instrument that would: ( a ) increase the interest rate, fees, penalties or other amounts payable by any Net Group company thereunder, or ( b ) alter any of the scheduled principal repayment dates (or the amounts due on any such dates) thereunder if the effect thereof is to require that any such repayments be made earlier than the scheduled date (including by adding a mandatory prepayment, repurchase, defeasance or redemption provision); provided that any and all of such amendments shall be permitted with the prior written consent of the Required Creditors and each affected Net Group company.

3.3. Subject to the restrictions set forth in Section 3.2 above, no Net Group company shall enter into any waiver or amendment of any Transaction Document, unless any Net Group company shall have:

(a) informed the Collateral Agent of such proposed waiver or amendment; and

(b) provided the Collateral Agent with (i) a copy of the form of such waiver or amendment, and (ii) a reasonably detailed statement of the reasons for such waiver or amendment (including the intended effect thereof).

3.3.1. No such waiver or amendment referred to in Section 3.3 above shall become effective until ten (10) Business Days shall have passed since the requirements of Sections 3.3(a) and 3.3(b) have been satisfied.

3.3.2. The Company will deliver to the Collateral Agent certified true copies of any waiver granted or amendment entered into, in accordance with Sections 3.2 and 3.3 above, promptly, and in any event within ten (10) days, following the date on which it shall have become effective.

3.3.3. No Net Group company shall, or shall permit any Affiliate pay or cause to be paid any consideration (as supplemental or additional interest, fee or otherwise) to any Creditor in order to induce such Creditor to enter into any such waiver or amendment unless such consideration is concurrently paid or otherwise delivered, on the same terms, ratably, in proportion to the then outstanding Secured Obligations, to all Creditors parties to the agreements subject to such waiver or amendment that have consented to such waiver or amendment.

3.3.3.1 In the event that any Net Group company ( i ) requests that any Creditors party to any Transaction Document consent to an waiver of, or amendment to, any term or provision of such Transaction Document and ( ii ) offers a consent fee to induce such Creditors to give such consent, such offer shall remain open for at least 15 Business Days from the date on which such offer has been made to each such Creditor party to such Transaction Document.

3.3.4. If (i) any Net Group company amends, modifies or supplements any provision of any Credit Instrument or agreement relating thereto or enters into a new credit agreement or other agreement or instrument relating to the Secured Obligations that shall contain any provision that measures or restricts indebtedness, liens, dividends, mergers and consolidations, investments, prepayments, redemptions, net assets or otherwise measures financial performance, or restricts capital expenditures, transactions with affiliates, modifications to dividend policies or the sale of assets, or restricts, or gives rise to, a prepayment or default as a result of a change in control of the ownership of the Company or an event of default (any such provision, a “ Restrictive Provision ”), (ii) there is a comparable provision (which need not be identical, but covers the same subject matter) in any other Credit Instrument, and (iii) such Restrictive Provision is materially more restrictive to any Net Group company, or is materially more beneficial to any Creditor or agent or trustee therefor, such Net Group company will (A) notify each other Creditor (or the agent or trustee therefor), and deliver to each such Creditor (or the agent or trustee thereof) a true copy of such Restrictive Provision and (B) at the request of holders of at least a majority of the then outstanding principal amount of the indebtedness outstanding under such other Credit Instrument, enter into an amendment, modification or supplement with respect to such other Credit Instrument thereto that is to substantially the same effect as such Restrictive Provision (including, without limitation, with respect to the term of duration of such Restrictive Provision).

3.4. Each Net Group company agrees to make all payments on amounts owing under the Credit Instruments in accordance with the respective amounts as are then due and owing thereunder. In the event that the Net Group companies have insufficient funds to pay in full the aggregate amount due and owing under all Credit Instruments on any particular date, the Company shall make, or cause to be made, payments to the relevant Creditors pro rata on the basis of the aggregate amount so due and owing.

3.5. The Company will deliver to the Collateral Agent, on the same date that it delivers its quarterly financial information (ITR) to the Comissão de Valores Imobiliários—CVM, a quarterly officer’s certification stating that all Collateral, including that obtained during the preceding quarter, if any, are, to the extent required under the Security Agreements, properly pledged to the Collateral Agent on behalf of the Creditors and remain valid and enforceable.

3.6. Net Group companies shall cause all prepayments (other than any prepayment to any Company Noteholder or any Net Sul Noteholder that is deferred in accordance with the terms of the relevant Credit Instrument) whether mandatory or optional, to be paid to all Creditors (except those Creditors that have adhered hereto on the terms of Section 10.5 below) on a pro rata basis, based on the outstanding principal amount of the Credit Instrument held by each such Creditor. Notwithstanding the foregoing, the parties hereto acknowledge and agree that prepayments in connection with the consummation of the Plan may not occur on the same date, since the Plan may provide for certain prepayments to Restructuring Creditor to occur on different dates in relation to the other Credit Instruments. These prepayments will not violate this Clause 3.6 ..

IV. COVENANTS OF EACH CREDITOR

4.1. Each Creditor from and including the Signing Date to the Pledge Termination Date expressly agrees and covenants with, and for the sole benefit of, the other Creditors:

(a) to keep the Collateral Agent, or cause the Collateral Agent to be kept, duly informed about its contact information;

(b) only to take a Collateral Action through the Collateral Agent, in accordance with the terms of this Agreement;

(c) promptly upon request and at each time of the delivery of any amendment under Section 4.3, to inform the Collateral Agent, or cause the Collateral Agent to be informed of, the amount of its Secured Obligations then outstanding; and

(d) to give to the Collateral Agent, or cause the Collateral Agent to be given, a written notice of the occurrence of any Acceleration Action or Enforcement Action with respect to its Secured Obligations of which it has knowledge, setting forth a description thereof, in each case as soon as practicable (and in any event within three (3) Business Days) after becoming aware thereof.

4.2. From and including the date hereof to but excluding the Pledge Termination Date, each Creditor that is a party to, or becomes a party to, a Credit Instrument hereby covenants that it shall not agree to any amendments to its Credit Instrument that would: (a) increase the interest rate, fees, penalties or other amounts payable by any Net Group company thereunder, or (b) alter any of the scheduled principal repayment dates (or the amounts due on any such dates) thereunder if the effect thereof is to require that any such repayments be made earlier than the scheduled date (including by adding a mandatory prepayment, repurchase, defeasance or redemption provision); provided that any and all of such amendments shall be permitted with the prior written consent of the Required Creditors and each affected Net Group company.

4.3. Each Creditor from and including the Signing Date to the Pledge Termination Date hereby covenants that it shall promptly (and in any event within two (2) Business Days after the execution thereof) deliver, or cause to be delivered, to the Collateral Agent a copy of each amendment or other modification entered into with respect to such Credit Instrument. Subject to Section 10.14, the Collateral Agent, at request of any Creditor, shall provide a copy of such amendment or other modification to such Creditor promptly, and in any event within two (2) Business Days, upon such request.

4.4. Each Creditor shall promptly notify (and in any event within two (2) Business Days after repayment) the Collateral Agent once its Secured Obligations under any Credit Instrument have been repaid in full. The Collateral Agent (pursuant to the powers of attorney granted in Section 5.7 below) and the Company shall, without the consent of any Creditor, amend the exhibits hereto, any Security Agreement and any other document to the extent necessary to delete any applicable references to such Secured Obligations.

V. COLLATERAL ISSUES

5.1. From the Signing Date through the Pledge Termination Date, the following provisions shall apply:

(a) upon receipt by the Collateral Agent of any written notice of the occurrence of any Acceleration Action or Enforcement Action, as contemplated in this Agreement, the Collateral Agent shall, within three (3) Business Day of its receipt thereof, give to each Creditor written notice of such event or action;

(b) the Collateral Agent agrees that it shall not, directly or indirectly, take any Collateral Action without the prior written instruction from the Required Creditors;

(c) if the Collateral Agent has received a written notice as herein provided that an Acceleration Action or Enforcement Action has occurred with respect to any of the Secured Obligations and written instructions from the Required Creditors with respect to the taking of any Collateral Action, the Collateral Agent shall, in accordance with the terms of such written instructions of the Required Creditors:

(i) deliver to the Centralizing Bank a written notice (making express reference to the relevant Section of the relevant Credit Rights Pledge Agreement) instructing the Centralizing Bank to withhold funds from the Centralizing Account in accordance with the terms of such Credit Rights Pledge Agreement; and

(ii) otherwise enforce the rights of the relevant Creditors under the Security Agreements; provided that the Collateral Agent shall not be required to take any action that it reasonably believes to be inconsistent with the terms hereof, of the Pledge Documents or with applicable law;

(d) in the event of any enforcement or collection against any of the Collateral pursuant hereto, each Creditor agrees that any and all Proceeds of the Collateral shall be distributed to Creditors promptly by the Collateral Agent in the following order of priority:

(i) first , to the Collateral Agent, an amount equal to all fees, expenses and indemnities due and payable to it under its fee letter with the Company and/or the Pledge Documents (including any amounts due to it in connection with its exercise of any remedies against the Collateral);

(ii) second , pro rata to each Creditor, without priority of one over the other, an amount equal to all interest, fees and expenses included in the Secured Obligations and then due and payable to such Creditor;

(iii) third , pro rata to each Creditor, without priority of one over the other, an amount equal to all principal amounts included in the Secured Obligations that are then due and payable to such Creditor; and

(iv) last , to the payment of the remainder, if any, to the Company or its successor; provided that, in the case of the Company Noteholders and/or the Net Sul Noteholders, such Proceeds shall be delivered by the Collateral Agent to the Trustee for distribution by the Trustee in accordance with the terms of the relevant Credit Instrument; and provided further that, after the occurrence of any Subsidiary Financial Statement Filing Requirement, none of the Company Noteholders nor the Trustee shall be entitled to share in the distribution of the Proceeds arising from the enforcement of the pledge of the capital stock of the relevant Subsidiary.

5.2. If any Creditor knowingly acquires custody, control or possession of any Collateral, Proceeds, or other assets or properties of the Net Group companies, other than pursuant to the terms of this Agreement, then such Creditor shall promptly cause such Collateral or Proceeds to be delivered to or put in the custody, possession or control of ( a ) the Collateral Agent (if any Collateral Action is then being taken) for disposition or distribution in accordance with this Agreement or ( b ) in all other cases, the Company. Until such time as the provisions of the preceding sentence have been complied with, such Creditor shall be deemed to hold such Collateral or Proceeds in trust ( fiel depositário ) for the Creditors or the Company, as the case may be.

5.3. Except as otherwise expressly provided in this Agreement (including in Sections 4.2 and 5.9), each Creditor may exercise all of its rights and remedies under any Credit Instrument that it holds and no Creditor shall have liability to any other Creditor for any actions that such Creditor, in good faith, takes or omits to take under any such Credit Instrument.

5.4. Notwithstanding the terms of any Pledge Document to the contrary, the Collateral Agent shall not take, and no Creditor (acting itself or through any agent or trustee acting on behalf of such Creditor in accordance with any Credit Instrument) shall authorize or direct the Collateral Agent to take, any action under any Security Agreement without the direction, authorization or consent of the Required Creditors. Each Creditor hereby irrevocably authorizes and directs the Collateral Agent to take such actions on its behalf and to exercise such power as are delegated to the Collateral Agent by the terms of this Agreement, together with such actions and powers as are reasonably incidental thereto.

5.5. Unless otherwise provided herein (including in Section 5.7) or in any other Pledge Document or Credit Instrument, prior to the Pledge Termination Date, the Collateral Agent shall not, without the prior written consent of the Required Creditors or pursuant to powers of attorney granted by such Creditors, ( i ) execute any waiver, amendment, modification or supplement of or to any Pledge Document or ( ii ) release any of the Collateral or alter the relative priorities of the obligations entitled to the benefits of the Collateral under the Pledge Documents.

5.6. The Collateral Agent shall provide each Creditor with at least five (5) Business Days’ prior written notice of any proposed waiver, amendment, modification or supplement of or to any Pledge Document that requires consent from the Required Creditors.

5.6.1 In the event that the release of all or any portion of the Collateral from the lien created by or pursuant to any Security Agreement as contemplated under the terms of such Security Agreement, without the need for any consent or instruction by any Creditor, the Collateral Agent shall, at expense of the Company and within five (5) Business Days of being requested to do so by the Company, execute, deliver and record any release, notice, amendment or other document as may be reasonably requested (and provided) by the Company to implement such release.

5.6.2. Any release of Collateral provided by the Collateral Agent pursuant to Section 5.6.1 above or a similar section in any Security Agreement shall expressly mention (i) the transaction to which such release was provided and be applicable exclusively thereto and (ii) that if such transaction is not carried out or effective, the release is automatically cancelled and the relevant lien shall be immediately reconstituted.

5.7. As an essential condition to the transactions contemplated herein, in the Pledge Documents and in the Credit Instruments, and in accordance with Article 684 of the Brazilian Civil Code, each Creditor hereby irrevocably and irretractably appoints and authorizes the Collateral Agent, as further identified in the Preamble of this Agreement, acting on behalf and in the name of each such Creditor, to do any and all of the following:

(a) to take all actions on its behalf as Collateral Agent and to exercise such powers and discretion hereunder or under the Pledge Documents as are delegated to it by the terms hereof or thereof, together with such powers and discretion as are reasonably incidental thereto, to the fullest extent possible under applicable law;

(b) to act as its attorney-in-fact with any and all powers required for the purposes of exercising its rights in connection with the Collateral on which a Lien, as defined in the relevant Credit Instrument, exists, or is purported to exist, including the powers to sell the Collateral in accordance with the applicable provisions of the Security Agreements and to represent the Creditors before the Agência Nacional de Telecomunicações – ANATEL , the Conselho Administrativo de Defesa Econômica – CADE , and any and all Registries of Deeds and Documents ( Registros de Títulos e Documentos ), Real Estate Registries ( Registros de Imóveis ) and Boards of Trade ( Juntas Comerciais) ;

(c) to act as its attorney-in-fact with any and all powers required for the purposes of exercising its rights in connection herewith or with the Pledge Documents, including the necessary powers to allow the Collateral Agent to contract attorneys to represent such Creditor before any court, tribunal or arbitration board, being understood that each such Creditor hereby expressly authorizes the Collateral Agent to grant to such attorney(s) any and all ad judicia et extra powers that shall be required under the applicable legislation to assure the valid representation of the Creditors interests before any court, tribunal or arbitration board;

(d) to act as its attorney-in-fact for the purpose of receiving any judicial or extra-judicial notification addressed to it or any service of process in connection with any matter related to this Agreement, the Security Agreements, the Credit Agreements and other Transaction Documents;

(e) to act as its attorney-in-fact with any and all powers required for the purposes of executing, delivering and, when necessary, recording ( i ) any Term of Adhesion in accordance with the terms and conditions of this Agreement and the Security Agreements and ( ii ) any document, notice, waiver, termination statement, instruments of satisfaction, amendment, discharge and/or release of security as may be necessary to release any lien in the Collateral, in each case in accordance with the terms and conditions of the Transaction Documents.

5.7.1. BANCO ITAÚ S.A., as Collateral Agent, hereby expressly accepts all appointments of Section 5.7 above and acknowledges that the powers conferred hereunder may not be delegated by it to third parties, either wholly or in part, directly or indirectly, unless with the prior and express consent of the Required Creditors, in accordance with Section 10.4.

5.7.2. Each of the Net Group companies hereby expressly accepts and recognizes the authorizations and representation powers granted by each Creditor pursuant to Section 5.7, including the Collateral Agents’ powers to appoint attorneys on its behalf, with the ad judicia et extra clause . Each of the Net Group companies undertakes not to challenge the grant and exercise of any such powers. Each of the Creditors hereby undertakes not to challenge any powers granted to the Collateral Agent by each Creditor hereunder. The Collateral Agent shall be held liable for any damages or losses resulting from any act in excess or in violation of the powers granted by the Creditors to the Collateral Agent, as provided for in law.

5.7.3. Notwithstanding the provisions set forth in Sections 5.7, 5.7.1 and 5.7.2, the term of the power-of-attorney hereby granted to the Collateral Agent shall be valid from and including the Signing Date until the Collateral Agent is substituted by the Required Creditors (and, if applicable, the Company) in accordance with the terms and conditions of Sections 5.10, 5.10.1 and 5.10.2.

5.8. Each of the Creditors hereby irrevocably: (a) appoints, as an essential condition to the transactions contemplated in the Pledge Documents, the Credit Instruments and in accordance with Article 684 of the Brazilian Civil Code, the Collateral Agent as its attorney-in-fact with full powers to execute the Security Agreements and any amendments, modification, consent of waiver with respect thereto as required or permitted hereby or thereby (or consented by the Required Creditors) and to enforce (in accordance with the terms hereof and of the Security Agreements) any and all rights of the Creditors and/or the Collateral Agent under the Pledge Documents and with respect to the Collateral, and (b) covenants to each other Creditor and each Net Group company that it will keep the foregoing mandate validly in place through the Pledge Termination Date.

5.9. Each Creditor hereby agrees that it shall not, directly or indirectly, exercise any remedies or otherwise take any action in either case with respect to the Collateral (including, without limitation, by initiating, or becoming party to, any action or proceeding in any court, administrative agency, governmental tribunal or arbitrator) other than giving the Collateral Agent written instructions in connection with a Collateral Action pursuant to this Agreement.

5.10. Subject to Section 5.10.2, the Creditors may, if approved by the Required Creditors, replace the Collateral Agent with any other financial institution acceptable by the Required Creditors. Upon written notice from the Required Creditors, independently of any other formality (but subject to Section 5.10.2), ( i ) except for any indemnification that is or may become due by the former Collateral Agent to the parties hereof the rights and obligations of the former Collateral Agent hereunder, and under each Security Agreement, shall be automatically extinguished and ( ii ) the replacement Collateral Agent shall simultaneously assume all such the rights and obligations (including, without limitation, all powers-of-attorney granted to the Collateral Agent by the Creditors). Still in this case, and unless otherwise indicated by the Required Creditors, the ad judicia et extra powers previously conferred by the former Collateral Agent, as well as any delegation of powers by the former Collateral Agent that was previously authorized by the Required Creditors in accordance with the terms and conditions hereof, shall remain valid and in full force and effect.

5.10.1. The Creditors acknowledge and agree that the institution that shall replace the Collateral Agent pursuant to Section 5.10, shall be chosen from among prime financial institutions in Brazil with knowledge and experience as collateral agent.

5.10.2. Provided that, at the time of such replacement, no Net Group company is in default in any of its obligations under the Transaction Documents, the Company shall also have to agree on the financial institution that shall replace the Collateral Agent, it being understood that , in any case, the Company shall not unreasonably withhold its agreement.

5.11. If as a result of a Net Group company default, a different Net Group company fulfills the defaulted obligation, the payment of the credit held by such person by virtue of subrogation shall be subject to the previous payment in full of the Secured Obligations. Accordingly, such Net Group company will not be entitled to exercise any of the voting rights set forth herein or in the Security Agreements, including as regards any decision involving the foreclosure on the Collateral, until all Secured Obligations have been fully repaid. In addition, if an Affiliate of the Company fulfills any such defaulted obligation and becomes so subrogated, it will likewise not be entitled to exercise any such voting rights, although its subrogated claim will not be subordinated.

VI. REPRESENTATIONS AND WARRANTIES OF THE NET GROUP

6.1. Each of the Net Group companies hereby makes the following representations and warranties with respect to itself, and the Company with respect to all Subsidiaries, for the benefit of the Collateral Agent and the Creditors, which it represents as being correct and true on the date hereof:

(a) each of the Net Group companies is duly incorporated and validly existing as a sociedade por ações or a sociedade limitada , as the case may be, under the laws of Brazil, except for (i) Dabny L.L.C. that is duly incorporated and validly existing under the laws of Delaware; and (ii) Jonquil Venture Limited, which is duly incorporated and validly existing under the laws of British Virgin Islands;

(b) each of the Net Group companies has the corporate power and authority to own, lease and operate its properties and conduct its business as presently conducted;

(c) each of the Net Group companies has taken all necessary corporate actions to authorize the execution and delivery of this Agreement and has the necessary power to carry out the agreements herein;

(d) other than: (i) the approval from the Agência Nacional de Telecomunicações – ANATEL and from the Conselho Administrativo de Defesa Econômica – CADE (if necessary) for the sale (upon foreclosure) of any Collateral, and (ii) any authorizations from the Central Bank necessary to enable it to make remittances from Brazil in order to make payments contemplated hereunder and not otherwise specifically covered by the corresponding ROF; no approvals, authorizations, consents, orders, registrations or qualifications of or with any court or other governmental agency or governmental body of Brazil, United States or British Virgin Islands, or any other Person are required for the execution, delivery and performance by the Net Group Companies of this Agreement, other than those listed in “ Exhibit 8 ” hereto;

(e) the execution, delivery and performance of this Agreement and the consummation of the other transactions contemplated herein (and compliance with the terms hereof) do not contravene, conflict with or result in a breach of or constitute (or with notice or lapse of time ) a default under: (i) the bylaws, articles of association or other comparable governing documents of the Company and/or its subsidiaries, including the Subsidiaries; (ii) any indenture, mortgage, bond, lease, , loan agreement, other instrument of indebtedness or other agreement to which the Company or any of its subsidiaries, including the Subsidiaries, is a party, a beneficiary or to which any of its properties may be subject that gives rise to, or is reasonably expected to give rise to, payment obligations on the part of any Net Group Company in an amount (individual or aggregate) in excess of R$30,000,000 (other than those relating to the Nonparticipating Debt); (iii) any license or permit that is necessary for any Net Group Company to conduct its business as currently conducted or (iv) any existing applicable law, rule, regulation, judgment, order or decree of any government, governmental body or agency or court, domestic or foreign, having jurisdiction over the Company, any of its