Exhibit 4.2
SUPPLEMENTAL INDENTURE
THIS SUPPLEMENTAL INDENTURE (this "Supplemental Indenture"), dated as of
[______________], 2005, is supplemental to the Indenture, dated as of June 18,
1996 (as amended through the date hereof, the "Indenture"), among NET SERVICOS
DE COMUNICACAO S.A, a sociedade anonima organized under the laws of the
Federative Republic of Brazil (formerly known as Multicanal Participacoes S.A.,
in its own capacity, and as successor to Multimport Comercio a Participacao
S.A., the "Company"), as issuer, and each of the Guarantors party thereto (each
a "Guarantor", and, collectively, the "Guarantors"), and ▇▇▇▇▇ FARGO BANK,
NATIONAL ASSOCIATION, a national banking association organized under the laws of
the United States, as successor by merger to ▇▇▇▇▇ Fargo Bank Minnesota,
National Association (the "Trustee"), and is entered into by the Company, the
Guarantors and the Trustee. Capitalized terms used and not defined herein shall
have the meanings ascribed thereto in the Indenture (as amended hereby).
WHEREAS, Securityholders holding not less than a majority in aggregate
principal amount of the Outstanding Securities pursuant to Section 9.02 of the
Indenture have consented to the amendments set forth herein and to the entry
into and execution of this Supplemental Indenture by the Trustee;
WHEREAS, the Company has delivered to the Trustee a Board Resolution of
the Company authorizing the entering into by the Company of this Supplemental
Indenture; and
WHEREAS, each Guarantor has delivered to the Trustee a Board Resolution of
such Guarantor authorizing the entering into by such Guarantor of this
Supplemental Indenture;
NOW THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, and subject to the following
conditions and limitations, the Company, the Guarantors and the Trustee hereby
agree as follows:
Section 1. Elimination of Definitions. Each definition set forth in
Section 1.01 of the Indenture and any capitalized term that (a) is not used in
any provision of the Indenture other than the provisions listed in Sections 2, 3
and 4 hereof (such definitions, collectively, the "Exclusive Definitions"),
and/or (b) is not used in any provision of the Indenture other than in the
Exclusive Definitions, is hereby deleted in its entirety.
Section 2. Amendments to Events of Default. Subsections (c), (d), (e),
(g), (i), (j) and (k) of Section 5.01 of the Indenture are hereby deleted in
their entirety, and the
phrase "[Intentionally Omitted]" is inserted in substitution therefor, and all
references to such subsections are deleted in their entirety.
Section 3. Amendment to Provisions on Merger, Consolidation, Etc.
(a) Section 8.01(a) of the Indenture is hereby amended as follows:
(i) clause (i) is deleted in its entirety and the following is
inserted in substitution therefor:
"(i) the Company shall be the continuing person or the resulting,
surviving or transferee person (in either case, the "surviving
entity") shall be a company organized and validly existing under the
laws of the Federative Republic of Brazil or any State or political
subdivision thereof or of the United States of America or any State
or political subdivision thereof;"
(ii) clauses (iii) and (iv) thereof are deleted in their entirety,
and the phrase "[Intentionally Omitted]" is inserted in substitution
therefor, and all references to such clauses are deleted in their
entirety.
(b) Section 8.01(b) of the Indenture is hereby amended be deleting clauses
(ii) and (iii) thereof in their entirety, inserting in substitution therefor the
phrase "[Intentionally Omitted]", and deleting, in their entirety, all
references to such clauses in their entirety.
Section 4. Amendment to Covenants. Sections 10.04, 10.05, 10.06, 10.07,
10.10, 10.12, 10.13, 10.14, 10.16, 10.17, 10.18, 10.19, 10.20 and 10.21 of the
Indenture are hereby deleted in their entirety and the phrase "[Intentionally
Omitted]" is inserted in substitution therefor, and all references to such
Sections are deleted in their entirety.
Section 5. Amendments to Form of Reverse of Security. Section 2.03(a) of
the Indenture is hereby amended by deleting, in their entirety, clauses (c),
(d), (e), (g) and (i) of paragraph 7 thereof, inserting in substitution therefor
the phrase "[Intentionally Omitted]", and deleting, in their entirety, all
references to such clauses.
Section 6. Ratification of Indenture; Supplemental Indenture Part of
Indenture. Except as expressly amended hereby, the Indenture is in all respects
ratified and confirmed by the parties hereto and all the terms, conditions and
provisions thereof shall remain in full force and effect. This Supplemental
Indenture shall form a part of the Indenture for all purposes, and every Holder
of a Security heretofore or hereafter authenticated and delivered shall be bound
hereby.
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Section 7. Trustee Makes No Representation. The recitals contained herein
shall be taken as the statements of the Company and the Trustee assumes no
responsibility for their correctness. The Trustee makes no representation as to
the validity or sufficiency of this Supplemental Indenture.
Section 8. Separability. In case any provision in this Supplemental
Indenture shall be invalid, illegal or unenforceable, the validity, legality and
enforceability of the remaining provisions shall not in any way be affected or
impaired thereby.
Section 9. Effect of Headings. The Section headings herein are for
convenience only and shall not affect the construction hereof.
Section 10. Counterparts. This Supplemental Indenture may be executed in
any number of counterparts, each of which will be deemed an original, but all of
which together will constitute one and the same instrument.
Section 11. GOVERNING LAW. THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED
BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUT
GIVING EFFECT TO PRINCIPLES OF CONFLICTS OF LAW, EXCEPT THAT MATTERS RELATING TO
THE AUTHORIZATION BY THE COMPANY OR ANY GUARANTORS OF THIS SUPPLEMENTAL
INDENTURE SHALL BE GOVERNED BY THE APPLICABLE LAWS OF THE FEDERATIVE REPUBLIC OF
BRAZIL OR OTHER JURISDICTION OF ITS ORGANIZATION. THE TRUSTEE, THE COMPANY, ANY
GUARANTOR, ANY OTHER OBLIGOR IN RESPECT OF THE SECURITIES AND THE HOLDERS AGREE
TO SUBMIT TO THE NON-EXCLUSIVE JURISDICTION OF ANY UNITED STATES FEDERAL OR
STATE COURT LOCATED IN THE BOROUGH OF MANHATTAN, IN THE CITY OF NEW YORK IN ANY
ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS SUPPLEMENTAL INDENTURE.
Section 12. Effectiveness of this Supplemental Indenture. The provisions
of this Supplemental Indenture shall take effect on the date as of which (a)
Securityholders holding not less than a majority in aggregate principal amount
of the Outstanding Securities have consented to the amendments set forth herein
and (b) this Supplemental Indenture shall have been executed by all of the
parties hereto.
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IN WITNESS WHEREOF, the parties hereto have caused this Supplemental
Indenture to be duly executed as of the day and year first above written.
NET SERVICOS DE COMUNICACAO S.A.
By: __________________________________
Name:
Title:
By: __________________________________
Name:
Title:
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[Guarantors]
By: __________________________________
Name:
Title:
By: __________________________________
Name:
Title:
▇▇▇▇▇ FARGO BANK, NATIONAL ASSOCIATION, as successor by merger to ▇▇▇▇▇ Fargo
Bank Minnesota, National Association, as Trustee
By: __________________________________
Name:
Title:
By: __________________________________
Name:
Title: