F-4

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As filed with the Securities and Exchange Commission on September 28, 2005

Registration No.          

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM F-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

TEVECAP S.A.
(Exact Name of Registrant as Specified in Its Charter)

Tevecap Inc
(Translation of Registrant's Name into English) The Federative Republic of Brazil
(Jurisdiction of Incorporation or Organization)

Av. das Nações Unidas, 7221- 7(0) andar
São Paulo, SP Brazil, 05425-902
(Telephone: 55-11-3037-5127)
(Address and telephone number of Principal Executive Offices)

4841
(Primary Standard Industrial Classification Code Number)

CT Corporation System
111 Eighth Avenue, 13th Floor
New York, New York 10011
(212) 590-9100
(Name, address and telephone number of agent for service)

Copies to:
Antonio Piccirillo
Mayer, Brown, Rowe & Maw LLP
1675 Broadway
New York, New York 10019
(212) 506-2500

Name, Address and Telephone number of Principal Executive Offices of Additional Registrants	Translation of Additional Registrant's Name into English	Jurisdiction of Organization	Primary Standard Industrial Classification Code Number	I.R.S. Employer Identification No.
TVA Sistema de Televisão S.A. Av. das Nações Unidas, 7221-7(0) andar São Paulo, SP Brazil, 05452-902 (Telephone: 55-11-3037-5127)	TVA Television Systems Inc.	The Federative Republic of Brazil	4841	Not Applicable
TVA Sul Parana Ltda. Av. das Nações Unidas, 7221-7(0) andar São Paulo, SP Brazil, 05452-902 (Telephone: 55-11-3037-5127)	TVA South Parana Ltd.	The Federative Republic of Brazil	4841	Not Applicable
Comercial Cabo TV São Paulo Ltda. Av. das Nações Unidas, 7221-7(0) andar São Paulo, SP Brazil, 05452-902 (Telephone: 55-11-3037-5127)	Commercial Cable TV Sao Paulo Ltd.	The Federative Republic of Brazil	4841	Not Applicable
CCS-Camboriú Cable System de TeleComunicações Ltda. Av. das Nações Unidas, 7221-7(0) andar São Paulo, SP Brazil, 05452-902 (Telephone: 55-11-3037-5127)	CCS Camboriu Cable Telecommunications Systems Ltd.	The Federative Republic of Brazil	4841	Not Applicable
TVA Communications Ltd. P.O. Box 71 Craigmuir Chambers Town, British Virgin Islands (Telephone: 55-11-821-8550)	TVA Communications Ltd.	The British Virgin Islands	4841	Not Applicable

Approximate date of commencement of proposed sale to the public:    As soon as practicable after this Registration Statement becomes effective.

        If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

        If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

CALCULATION OF REGISTRATION FEE

Title of each class of Securities to be Registered(1)	Amount to be Registered	Proposed Maximum Offering Price Per Note(2)	Proposed Maximum Aggregate Offering Price(1)	Amount of Registration Fee
12.625% Notes Due 2009(1)	U.S.$7,008,000	100%	U.S.$7,008,000	U.S.$824.84

(1)

The guarantees by TVA Sistema de Televisão S.A., TVA Sul Parana Ltda., Comercial Cabo TV São Paulo Ltda., CCS Camboriu Cable System de TeleComunicações Ltda. and TVA Communications, Ltd. of the payment of principal, premium, if any, and interest on the notes are also being registered hereby. Pursuant to Rule 457(a), no registration fee is required with respect to such guarantees.

(2)

The notes being registered are offered in exchange for 12.625% Notes due 2009 previously issued in transactions not registered under the Securities Act of 1933, as amended (the "Securities Act"). The registration fee has been computed based on the face value of the securities pursuant to Rule 457 under the Securities Act.

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with section 8(a) of the Securities Act of 1933, as amended or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said section 8(a), may determine.

PROSPECTUS

[LOGO]

Tevecap S.A.

Exchange Offer of
U.S.$7,008,000 12.625% Notes Due 2009

for

U.S.$7,008,000 12.625% Notes Due 2009

        We are offering to exchange up to U.S.$7,008,000 of our registered 12.625% Notes due 2009, which we refer to as the new notes, for up to U.S.$7,008,000 of your unregistered 12.625% Notes due 2009, which we refer to as the old notes. We refer to the old notes and the new notes collectively as the notes.

This solicitation will expire at 5:00 p.m., New York City time, on                                  , 2005 or any subsequent date and time resulting from an extension as described herein.

        To exchange your old notes for new notes:

•

you must complete and send the letter of transmittal that accompanies this prospectus to the appropriate exchange agent by 5:00 p.m., New York time, on             , 2005; and



•

you should read the section called "The Exchange Offer" for further information on how to exchange your old notes for new notes.

See "Risk Factors" beginning on page 15 for a discussion of risk factors that you should consider prior to tendering your old notes in the exchange offer.

        Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved the securities to be issued in the exchange offer or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.

Dated                                  , 2005

TABLE OF CONTENTS

Incorporation of Certain Information by Reference	3
Where You Can Find More Information	3
Prospectus Summary	4
Tevecap	4
The Exchange Offer	5
The New Notes	6
Timetable for the Offering	8
Risk Factors	9
Forward-Looking Statements	13
Use of Proceeds	14
Description of the Notes	15
The Exchange	29
Tax Considerations	34
Experts	38
Legal Matters	39
Enforceability of Civil Liabilities	39
Appendix A—Annual Report on Form 20-F for the year ended December 31, 2004	A-1

        You should rely only on the information contained or incorporated by reference in this prospectus. We have not authorized any other person to provide you with different information. If anyone provides you with different or inconsistent information, you should not rely on it. We are not making an offer to sell these securities in any jurisdiction where the offer or sale is not permitted. You should assume that the information contained in this prospectus is accurate only as of the date on the front cover of this prospectus. Our business, financial condition, results of operations and prospects may have changed since that date.

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INCORPORATION OF CERTAIN INFORMATION BY REFERENCE

        This prospectus incorporates important business and financial information about the company that is not included or delivered with this document. The Securities and Exchange Commission, or the SEC, allows us to incorporate by reference the information we file with them, which means that we can disclose important information to you by referring you to documents that we file with the SEC. The information incorporated by reference is considered to be part of this prospectus, and some later information that we file with or furnish to the SEC will automatically be deemed to update and supersede this information. We incorporate by reference the following documents that have been filed with the SEC:

•

Our Annual Report on Form 20-F for the fiscal year ended December 31, 2004 (a copy of which is being delivered together with this prospectus).

        We also incorporate by reference into this prospectus any filings made with the SEC under Sections 13(a), 13(c) or 15(d) of the Exchange Act of 1934, as amended, which is referred to in this prospectus as the Exchange Act, and, to the extent designated therein, reports on Form 6-K furnished to the SEC, after the date of this prospectus and prior to the consummation of this offering.

        Any statement contained in a document, all or a portion of which is incorporated or deemed to be incorporated by reference herein, shall be deemed to be modified or superseded for purposes of this prospectus to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute part of this prospectus.

        We will provide without charge to each person to whom a copy of this prospectus is delivered, upon the written or oral request of any such person, a copy of any or all of the documents referred to above which have been or may be incorporated herein by reference, other than exhibits to such documents (unless such exhibits are specifically incorporated by reference in such documents). To obtain timely delivery, investors must request this information no later than five business days before the date they must make their investment decision. The date occurring five business days prior to the Expiration Date is                                  , 2005. Requests should be directed to Mr. Carlos Eduardo Malagoni at Tevecap S.A., Av. das Nações Unidas, 7221, São Paulo, SP, Brazil, 05425-902, telephone (55-11) 3037-5127.

WHERE YOU CAN FIND MORE INFORMATION

        We have filed with the SEC a registration statement on Form F-4 under the Securities Act of 1933, as amended (the Securities Act), with respect to the new notes. This prospectus, which is part of the registration statement, does not contain all of the information set forth in the registration statement and the exhibits and schedules to the registration statement. For further information pertaining to us we refer you to the registration statement and the exhibits and schedules filed as part of the registration statement. If a document has been filed as an exhibit to the registration statement, we refer you to the copy of the document that has been filed. Each statement in this prospectus relating to a document filed as an exhibit is qualified in all respects by the filed exhibit. The registration statement, including exhibits and schedules thereto, may be inspected without charge at the SEC's Public Reference Rooms at 450 Fifth Street, N.W., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information on the operation of the public reference rooms. In addition, the SEC maintains an Internet web site at www.sec.gov, from which you can electronically access the registration statement and its exhibits.

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PROSPECTUS SUMMARY

This summary highlights some of the information in this prospectus. Since this is a summary, it does not contain all of the information that may be important to you. For a more complete understanding of the exchange offer, you should carefully read the entire prospectus, including the Financial Statements and the notes thereto and the documents we have referred to you. You should pay special attention to the "Risk Factors" section beginning on page 15 of this prospectus.

        We hereby offer, upon the terms and subject to the conditions set forth in this prospectus and the accompanying letter of transmittal, to exchange an aggregate principal amount of up to U.S.$7,008,000 of our 12.625% Senior Notes due 2009 which have been registered under the Securities Act of 1933 pursuant to a registration statement of which this prospectus constitutes a part, for the same principal amount of our outstanding unregistered 12.625% Senior Notes due 2009.

        We originally issued the old notes in an aggregate principal amount of U.S.$250,000,000 on November 26, 1996 through a private placement, and these notes were subsequently exchanged for notes with identical terms registered under the Securities Act pursuant to exchange offers in May and December 1997. In June 1999, with the consent of a sufficient principal amount of the holders of the old notes, we amended the terms of the old notes to eliminate the restrictive covenants and repurchased, through our wholly-owned subsidiary, TVA Communications Ltd., old notes in the aggregate principal amount of U.S.$201,978,000.

        On December 10, 2004, we completed an exchange offer in which holders of our old notes (other than TVA Communications Ltd.) exchanged U.S.$40,749,000 of old notes for the same amount of registered notes due 2009. Shortly thereafter, we amended the old notes held by TVA Communications Ltd. to reflect new terms that are materially less favorable to TVA Communications Ltd. as compared to the terms of the old notes and the new notes.

        On May 5, 2005, we completed an exchange offer in which holders of our old notes exchanged an additional U.S.$7,008,000 of old notes for the same amount of unregistered notes due 2009. It is these unregistered notes due 2009 that we are seeking to exchange in this transaction.

TEVECAP

        We are a Brazilian company and are a major pay television operator in Brazil and one of the country's primary pay television programming distributors. In 1991, we were the first to provide pay television services in Brazil. We presently offer pay television and broadband internet services utilizing cable and multipoint microwave distribution system, or wireless cable ("MMDS"), distribution technologies to nearly 294,000 pay television subscribers and more than 30,000 broadband internet subscribers (residential and corporate).

        We are a majority-owned subsidiary of Abril Comunicações S.A. ("Abril"), a subsidiary of Abril S.A., the parent company of Editora Abril, S.A., one of Latin America's largest communications groups. Our other beneficial shareholders are Falcon International Communications (Bermuda) L.P. ("Falcon International") and Harpia Holdings Ltd. and Curupira Holdings Ltda. (subsidiaries of JP Morgan Partners LLC ("JPM")).

        We conduct our pay television operations through wholly-owned or majority-owned operating companies: TVA Sistema de Televisão S.A. ("TVA Sistema"), TVA Sul Parana Ltda. ("TVA Sul"), Comercial Cabo TV São Paulo Ltda. ("Comercial Cabo") and CCS-Camboriú Cable System de TeleComunicações Ltda. ("CCS"). Through our MMDS and cable systems, we serve six cities with a combined population of approximately 31 million, including three of the seven largest cities in Brazil: São Paulo (population of 10.4 million), Rio de Janeiro (population of 5.9 million) and Curitiba (population of 1.6 million).

        Our principal executive offices are located at Av. das Nações Unidas, 7221, São Paulo, SP, Brazil, 05425-902. Our telephone number is (55-11) 3037-5127.

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THE EXCHANGE OFFER

Securities Offered	We are offering up to U.S.$7,008,000 aggregate principal amount of our 12.625% Notes due 2009, which we refer to as the new notes.
The Exchange Offer	We are offering to issue the new notes in exchange for the same principal amount of your 12.625% Senior Notes due 2009, which we refer to as the old notes. For procedures for tendering, see "The Exchange Offer."
Tenders, Expiration Date, Withdrawal	The exchange offer will expire at 5:00 p.m. New York City time on                                  , 2005 unless it is extended. Tenders of old notes may not be withdrawn at any time; provided, however, that if the exchange of old notes for new notes as part of the exchange offer has not occurred on or before December 31, 2005, holders of old notes who have tendered their old notes in connection with the offer may withdraw their tender of their old notes at any time thereafter. If we decide for any reason not to accept any old notes for exchange, your old notes will be returned to you without expense to you promptly after the exchange offer expires.
U.S. Federal Income Tax Consequences	Your exchange of old notes for new notes in the exchange offer may result in income, gain or loss to you for U.S. federal income tax purposes. The new notes will be treated as issued with original issue discount ("OID") for U.S. federal income tax purposes. In general, U.S. Holders of new notes will be required to include OID thereon in gross income as ordinary interest income under a constant yield method over the term of the new notes in advance of cash payments attributable to such income. See "Tax Considerations — Certain U.S. Federal Income Tax Consequences."
Use of Proceeds	We will not receive any proceeds from the issuance of the new notes in the exchange offer.
Exchange Agent	HSBC Bank USA, National Association is the exchange agent for the portion of the exchange offer being made inside the United States.
Failure to Tender Your Old Notes	If you fail to tender your old notes in the exchange offer, you will continue to have the limited rights provided by the old notes.

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THE NEW NOTES

The following summary contains basic information about the new notes. It is not intended to be complete. It does not contain all the information that is important to you. For a more complete understanding of the new notes, please refer to the section of this document entitled "Description of the Notes."

Issuer	Tevecap S.A.
Subsidiary Guarantors	The new notes will be guaranteed by our wholly-owned or majority-owned subsidiaries TVA Sistema, TVA Sul, Comercial Cabo, CCS and TVA Communications Ltd. These companies are sometimes referred to herein as the "Subsidiary Guarantors."
New Notes	Up to U.S.$7,008,000 aggregate principal amount of 12.625% Senior Notes due November 26, 2009.
Maturity Date	November 26, 2009.
Indenture	The new notes will be issued under the indenture between us, as issuer, and HSBC Bank USA, National Association, as indenture trustee and principal paying agent, dated as of December 21, 2004 (as amended) and will trade together with the $40,749,000 in notes already issued under the indenture.
Interest	The new notes will bear interest at the annual rate of 12.625%, payable semiannually in arrears on each interest payment date. Interest will accrue on the outstanding principal amount of the new notes from May 26, 2005.
Interest Payment Dates	May 26 and November 26 of each year.
Principal Payments	Principal on the new notes will be payable in three equal installments due on the following dates:         November 26, 2007         November 26, 2008         November 26, 2009
Deferral of Principal	In the event of a significant devaluation of the Brazilian real against the U.S. dollar as compared to Brazilian inflation, we will be permitted to defer the payment of principal, but in no event beyond the final maturity date. For more information, see "Description of the Notes—Redemption."
Optional Redemption	On any principal payment date, we may redeem all of the new 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).
Ranking	The new notes will constitute direct, unsecured and unconditional obligations of our company and will rank at least pari passu in priority of payment with all other present and future unsecured and unsubordinated obligations of our company.

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	The guarantees of the new notes will constitute direct, unsecured and unconditional obligations of the Subsidiary Guarantors and will rank at least pari passu in priority of payment with all other present and future unsecured and unsubordinated obligations of the Subsidiary Guarantors.
Withholding Taxes Additional Amounts	All payments in respect of the new 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) imposed or levied by or on behalf of Brazil or the successor jurisdiction (if any) of the principal paying agent, any political subdivision thereof or taxing authority therein (each, a "Taxing Jurisdiction"), unless such withholding or deduction is required by law or as provided in "Description of the Notes—Additional Amounts." In that event, subject to the exceptions set forth in "Description of the Notes—Additional Amounts," we will pay to each holder such amounts duly evidenced as may be necessary in order that every net payment made by us on each new note after such deduction or withholding will not be less than the amount then due and payable by us. See "Description of the Notes—Additional Amounts."
Governing Law	The indenture, the new notes and related documents, and other transaction documents are governed by, and construed in accordance with, the laws of the State of New York.
Form and Denomination	The new notes will be issued in the form of a global note registered in the name of DTC or its nominee in integral multiples of U.S.$1.00.
Clearance and Settlement	The new notes will be issued in book-entry form through the facilities of DTC for the accounts of its participants, including Euroclear Bank S.A./N.V. as the operator of the Euroclear System, and Clearstream Banking, société anonyme, and will trade in DTC's Same-Day Funds Settlement System. Beneficial interests in new notes held in book-entry form will not be entitled to receive physical delivery of certificated notes except in certain limited circumstances. For a description of certain factors relating to clearance and settlement, see "Description of the Notes."
Material Differences Between the Old Notes and the New Notes	The new notes will have substantially the same terms and conditions as those of the old notes.

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TIMETABLE FOR THE OFFERING

Commencement of the exchange offer	, 2005
Expiration of the exchange offer	, 2005

8

RISK FACTORS

You should carefully consider the following risks and uncertainties, the risk factors described in our 2004 Form 20-F under the heading "Risk Factors," and the other information appearing elsewhere in this prospectus before making a decision regarding the transactions relating to the exchange offer. Additional risks and uncertainties that we currently consider immaterial and risks and uncertainties generally applicable to companies that have undertaken similar exchange offerings may also impair our business, results of operations, the value of our securities, including the old notes and the new notes and our ability to meet our financial obligations and our ability to consummate the exchange offer.

For purposes of this section, when we state that a risk, uncertainty or problem may, could or would have an "adverse effect" on us, we mean that the risk, uncertainty or problem may, could or would have an adverse effect on our business, financial condition, liquidity, results of our operations or prospects, except as otherwise indicated or as the context may otherwise require. You should view similar expressions in this section as having a similar meaning.

Risks Relating to Us

We have incurred substantial operating losses and there is doubt about our ability to continue as a going concern.

        Since our inception in 1989, we have been developing our businesses and continue to sustain substantial operating losses due primarily to insufficient revenue with which to fund build-out, interest expense and charges for depreciation and amortization. Net losses incurred have been funded principally by capital contributions from shareholders, borrowings under shareholder loans, dispositions of non-strategic assets, bank loans and other borrowings made from time to time. Our management has undertaken efforts to generate the cash flow necessary to meet our cost structure, including the sale of non-strategic assets, the reduction of indebtedness and internal cost-cutting measures.

        Our consolidated financial statements for the year ended December 31, 2004 have been prepared assuming that we will continue as a going concern. As discussed in Note 1.2 to our financial statements for the year ended December 31, 2004, our recurring losses from operations, working capital deficiency and shareholder deficit raise substantial doubt about our ability to continue as a going concern. The audit report on the Company's financial statements for the year ended December 31, 2004 includes an explanatory paragraph relating to this matter. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

We may be subject to Brazilian withholding tax in connection with the exchange offer.

        Pursuant to an exemption provided under Brazilian tax law for notes issued on or prior to December 31, 1999, payments in respect of the old notes will not be subject to withholding taxes imposed by Brazil provided that the old notes are not redeemed prior to November 26, 2004. Notes of the nature of the new notes which are issued by Brazilian companies such as ourselves after December 31, 1999 would ordinarily be subject to Brazilian withholding income tax on payments in respect of interest (including original issue discount), fees, commissions, expenses, and any other income at a rate of 15% or such other lower rate as provided for in any applicable tax treaty between Brazil and another country. In the event the recipient of the payment is domiciled in a tax haven jurisdiction, as defined by Brazilian tax regulations, the rate would be 25%, except for payments related to debt securities registered with the Brazilian Central Bank, such as the new notes, which rate is also subject to a 15% rate in accordance with Normative Act SRF 252 of 2002. Based on the interpretation of recent provisions of Law 10,925 of 2004, we take the position for tax reporting purposes that the consummation of the exchange offer and the issue of the new notes constitute a constructive extension of the maturity date of the old notes. On this basis, we believe that payments in respect of the new notes will not be subject to withholding taxes imposed by Brazil. In any event, under the terms of the

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new notes we have agreed to pay such amounts in respect of such Brazilian withholding taxes as will result in receipt by the holders of the new notes of such amounts as would have been received by them had no such withholding or deduction been required. However we anticipate that the need to pay such additional amounts to the holders of the new notes in these circumstances would materially adversely affect our financial position and our ability to service payments on the new notes. For more information, see "Income Tax Considerations—Brazil."

We must have capital available in order to successfully complete the launch of digital services for our cable and MMDS customers, a step which is important to ensure the success of our future operations.

        Our business strategy as a company is dependent on the successful launch of digital services for our cable and MMDS customers. Management estimates that U.S.$2.5 million in capital expenditures will be required in order to complete this technological upgrade to digital services for our MMDS customers in São Paulo, and an additional U.S.$7.0 million will be necessary to expand the digital services to our MMDS customers in Rio de Janeiro. We have made significant investments in both cable and MMDS digital technologies, and our financial condition would be materially adversely affected if we cannot make the required additional capital expenditures and realize a return on these investments.

Voice over Internet Protocol is an uncertain regulatory area, and changes in regulation may affect our ability to succeed in this market.

        Voice over Internet Protocol (VoIP) is a new industry in Brazil, and the regulatory environment with respect to this technology is still uncertain. Changes in the regulation of our business activities with respect to VoIP, including decisions by regulators affecting our operations (such as the granting or renewal of licenses or decisions as to the telephone rates we may charge our customers) or changes in interpretations of existing regulations by courts or regulators, could adversely affect our ability to succeed in the VoIP market and hurt our financial position. Any new regulations could have a material adverse effect on the VoIP industry as a whole and on us in particular.

We must experience growth in our subscriber base in order to sustain our business operations and prospects.

        Over the past three years, we have pursued a strategy of reduction of the number of unprofitable customers, allowing us to improve the programming and customer service that we are able to provide to profitable customers. In order for us to sustain our business operations and prospects, we must experience growth in our subscriber base in the ensuing years. We cannot assure you that we will experience growth in our subscriber base, or that the rate of growth will be sufficient to allow us to continue our operations.

Because we have engaged in a significant number of related party transactions, our financial statements may not be truly representative of our financial position.

        We have engaged in a significant number and variety of related party transactions, including, without limitation, transactions with respect to administrative services, including payroll, human resources, accounting, tax, finance and legal services; publishing and advertising; financing transactions; and licenses. Although we believe such transactions are conducted on an arm's-length basis, we have not performed any studies or analyses to determine whether the terms of past transactions with related parties have been equivalent to arm's-length transactions and cannot state with any certainty the extent to which such transactions are comparable to those which might have been obtained from a non-affiliated third party. Our financial statements therefore may not accurately reflect such costs and if we were to be unable to obtain these services from our affiliates, our financial position may be adversely affected.

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Risks Relating to the Notes

The absence of an established market for the new notes may affect the ability of holders to sell their new notes in the future and may affect the price they would receive if such sale were to occur.

        The new notes are new securities for which there is currently no established market, and we cannot assure you that one will develop. We also cannot assure you as to the liquidity of any market for the new notes.

Holders of old notes who do not tender their old notes in the exchange offer will have less ability to trade their old notes.

        Because the market in the old notes will be significantly reduced after consummation of the exchange offer, holders of these old notes may experience difficulty trading their old notes. If only a limited aggregate principal amount of the old notes is outstanding at any time, the liquidity and trading value of the old notes may be adversely affected. There can be no assurance regarding whether a market will remain for the old notes, the ability of the holders of the old notes to sell them or the prices for which holders may be able to sell their old notes.

Developments in other countries may affect the market price of Brazilian securities.

        The securities of Brazilian issuers have been influenced by economic and market conditions in other countries, especially other emerging market countries. Since the end of 1997, and in particular during 2001 and 2002, the international financial markets have experienced significant volatility as a result of economic problems in various emerging market countries, including the recent economic crisis in Argentina. Investors subsequently have had a heightened risk perception for investments in such market. As a result, in some periods Brazil has experienced a significant outflow of U.S. dollars and Brazilian companies have faced higher costs for raising funds, both domestically and abroad, and have been impeded from accessing international capital markets. We cannot assure investors that international capital markets will remain open to Brazilian companies, including us, or that prevailing interest rates in these market will be advantageous to us and our ability to obtain additional financing on acceptable terms or at all. As a consequence, the market value of our securities may be adversely affected by these or other events outside of Brazil.

Changes in Brazilian tax laws may have an impact on the taxes applicable to the disposition of the notes.

        According to Law 10,833, enacted on December 29, 2003, the disposition of assets located in Brazil by non-residents of Brazil, whether to other non-residents of Brazil or Brazilian residents and whether made within or outside Brazil is subject to taxation in Brazil. Although we believe that the notes do not fall within the definition of assets located in Brazil for the purposes of Law 10,833, considering the general and unclear scope of Law 10,833 and the absence of judicial guidance in respect thereof, we are unable to predict how the scope of Law 10,833 would be interpreted in the courts of Brazil.

Brazilian exchange control policies may affect our ability to make payments in U.S. dollars.

        In the past, the Brazilian economy has experienced balance of payment deficits and shortages in foreign exchange reserves. The Brazilian government has responded by restricting the ability of Brazilian or foreign persons or entities to convert reaisinto foreign currencies generally and U.S. dollars in particular. The Brazilian government may institute a restrictive exchange control policy in the future. A restrictive exchange control policy could prevent or restrict our access to U.S. dollars to meet our U.S. dollar obligations and also could have a material adverse effect on our business, financial condition and results of operations. We cannot predict the impact of any such measures on the Brazilian economy.

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Judgments of Brazilian courts enforcing our obligations under the old notes or the new notes would be payable only in reais.

        If proceedings were brought in Brazil seeking to enforce our obligations under the old notes or the new notes, we would not be required to discharge our obligations in a currency other than reais. Under the Brazilian exchange control limitations, an obligation to pay amounts denominated in a currency other than reais, which is payable in Brazil, may only be satisfied in reais at the rate of exchange, as determined by the Central Bank, in effect on the date of payment. Accordingly, in case a declaration of bankruptcy is made against us, all credits denominated in foreign currencies shall be converted into reais at the prevailing rate on the date of such declaration. Special authorization by the Central Bank will be required for the conversion of such reais-denominated amounts into U.S. dollars and for its remittance abroad.

Book-entry registration.

        Because transfers and pledges of global notes can be effected only through book entries at DTC, the liquidity of any secondary market for global notes may be reduced to the extent that some investors are unwilling to hold notes in book-entry form in the name of a DTC participant. The ability to pledge global notes may be limited due to the lack of a physical certificate. Beneficial owners of global notes may, in certain cases, experience delay in the receipt of payments of principal and interest since such payments will be forwarded by the paying agent to DTC who will then forward payment to the respective DTC participants, who will thereafter forward payment directly, or indirectly through Euroclear or Clearstream, to beneficial owners of the global notes. In the event of the insolvency of DTC or of a DTC participant in whose name global notes are recorded, the ability of beneficial owners to obtain timely payment and (if the limits of applicable insurance coverage by the Securities Investor Protection Corporation are exceeded, or if such coverage is otherwise unavailable) ultimate payment of principal and interest on global notes may be impaired.

The notes will be subordinated to certain statutory liabilities.

        Under Brazilian law, our obligations under the old notes and the new notes are subordinated to certain statutory preferences. In the event of our bankruptcy, such statutory preferences, such as claims for salaries, wages, social security and other taxes, court fees and expenses, secured obligations will have preference over any other claims, including claims by any investor under the notes.

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FORWARD-LOOKING STATEMENTS

        We make forward-looking statements in this prospectus that are subject to risks and uncertainties. These statements are based on the beliefs and assumptions of our management, and on information currently available to us. Forward-looking statements include statements regarding the intent, belief or current expectations of our directors or executive officers.

        Forward-looking statements also include information concerning possible or assumed future results of operations of ours set forth under "Summary" and "Risk Factors," as well as statements preceded by, followed by, or that include the words "believes," "may," "continues," "expects," "anticipates," "intends," "plans," "estimates" or similar expressions.

        Forward-looking statements are not guarantees of performance. They involve risks, uncertainties and assumptions because they relate to future events and therefore depend on circumstances that may or may not occur in the future. Our future results and shareholder values may differ materially from those expressed in or suggested by these forward-looking statements. Many of the factors that will determine these results and values are beyond our ability to control or predict. Investors are cautioned not to put undue reliance on any forward-looking statements. We do not undertake any obligation to release publicly any revisions to forward-looking statements contained in this prospectus to reflect later events or circumstances or to reflect the occurrence of unanticipated events.

        Investors should understand that the following important factors, in addition to those discussed in this prospectus, could affect our future results and could cause results to differ materially from those expressed in such forward-looking statements:

•

the performance of the Brazilian economy generally;



•

the levels of exchange rates between Brazilian and foreign currencies;



•

the telecommunications policy of Brazil's federal government;



•

the receipt of additional, and/or the revocation of our existing, governmental approvals, licenses and concessions;



•

the cost and availability of financing;



•

the availability of qualified personnel;



•

the business abilities and judgment of our personnel;



•

the emergence of new technologies and the response of our customer base to those technologies;



•

acquisitions by us of other companies;



•

ability to keep investing in new technologies, in particular having capital to launch new digital services for our cable and MMDS customers; and



•

other factors discussed under "Risk Factors."

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USE OF PROCEEDS

        We will not receive any cash proceeds from the issuance of the new notes. The new notes will be exchanged for old notes as described in this prospectus upon our receipt of old notes.

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DESCRIPTION OF THE NOTES

The following summary describes certain provisions of the new notes and the indenture relating thereto. This summary does not purport to be complete and is subject to, and qualified in its entirety by reference to, the provisions of the indenture relating to the new notes. Capitalized terms used in the following summary and not otherwise defined herein shall have the meanings ascribed to them in the indenture relating to the new notes. You may obtain copies of the indenture and specimen notes upon request to the indenture trustee or the Company at the addresses set forth under "Where you can find more information." References to "the Company" in this section refer to Tevecap S.A. and its Subsidiaries.

General

        The new notes are to be issued under an Indenture, dated as of December 21, 2004 (as amended, the "Indenture"), between the Company, HSBC Bank USA, National Association, as Trustee, Registrar and Principal Paying Agent (the "Trustee"), a copy of which is available upon request to the Company. The statements under this caption relating to the new notes and the Indenture are summaries and do not purport to be complete, and where reference is made to particular provisions of the Indenture, such provisions, including the definitions of certain terms, are incorporated by reference as a part of such summaries or terms, which are qualified in their entirety by such reference. A summary of certain defined terms used in the Indenture and referred to in the following summary description of the new notes is set forth under "Certain Definitions."

        Principal of, premium, if any, and interest on, the new notes will be payable, and the new notes may be exchanged or transferred, at the office or agency of the Company in the Borough of Manhattan, The City of New York (which initially shall be the corporate trust office of the Trustee in New York, New York), except that, at the option of the Company, payment of interest may be made by check mailed to the address of the holders as such address appears in the Note Register.

        The new notes will be issued only in fully registered form, without coupons, in denominations of U.S.$1.00 and any integral multiple of U.S.$1.00. No service charge will be made for any registration of transfer or exchange of new notes, but the Company or the Trustee may require payment of a sum sufficient to cover any transfer tax or other similar governmental charge payable in connection therewith.

Terms of the New Notes

        The new notes will be general, unsecured, senior obligations of the Company, limited to U.S.$48,022,000 million aggregate principal amount, and will mature on November 26, 2009. Each new note will bear interest at the rate per annum shown on the front cover of this Prospectus from May 26, 2004, payable semiannually in arrears in cash on May 26 and November 26 of each year commencing November 26, 2005 to holders of record at the close of business on the May 1 or November 1 immediately preceding the interest payment date.

Redemption

(a)

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

Scheduled Redemption Date	Installment Amount
November 26, 2007 (the "First Redemption Date")	33.33% of aggregate principal amount
November 26, 2008 (the "Second Redemption Date")	33.33% of aggregate principal amount
November 26, 2009 (the "Third Redemption Date")	33.34% of aggregate principal amount

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(b)

Adjustment of Installment Amounts:

(i)

If the Exchange Rate Increase with respect to the First Redemption Date is greater than the Inflation Rate Increase with respect to the First Redemption Date, then:

(I)

the Installment Amount due on the First Redemption Date shall be reduced by the amount 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 amount 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 amount of the Exchange Adjustment applicable to the First Redemption Date.

(ii)

If the Exchange Rate Increase with respect to the Second Redemption Date is greater than the Inflation Rate Increase with respect to the Second Redemption Date, then:

(I)

the Installment Amount due on the Second Redemption Date (as adjusted, if applicable, in accordance with clause (b)(i)(II) above) shall be reduced by the amount of the Exchange Adjustment applicable to the Second Redemption Date; and

(II)

the Installment Amount due on the Third Redemption Date (as adjusted, if applicable, in accordance with clause (b)(i)(III) above) shall be increased by the amount of the Exchange Adjustment applicable to the Second Redemption Date.

(iii)

If the Installment Amount due on any Redemption Date is reduced as set forth in clauses (b)(i) or (b)(ii) above, then interest shall continue to accrue on the amount of such reduction in accordance with the indenture until paid in full.

(c)

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 new notes, at a redemption price of 100% of the outstanding principal amount of the new notes so redeemed, 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).

Additional Amounts

        All payments by the Company in respect of the new 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 shall pay to each holder or new notes such additional amounts ("Additional Amounts") duly evidenced as may be necessary in order that every net payment made by the Company on each new 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 new 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 new 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

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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 new note; (ii) any Tax which would not have been imposed, withheld or otherwise deducted but for the presentation by such holder of new 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 new 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 new 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 Company applies this clause (iii), the Company shall have notified such holder of new notes that some or all holders of new 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 new note presented for payment by or on behalf of a holder of new notes who would have been able to avoid such withholding or deduction by presenting the relevant new 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 new notes; or (vii) any combination of items (i) through (vi) above.

        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 new 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 new notes following the occurrence of any Default.

        No Additional Amounts shall be paid with respect to a payment on a new note to a holder of new notes that is a fiduciary or partnership or any person 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 new notes of the new 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.

        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 new notes to holders of new notes and the Additional Amounts, if any, due to holders of new 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

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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 new 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 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 new notes requesting the same, evidence that the applicable Relevant Withholding Taxes have been paid.

        Whenever in the Indenture or in this "Description of the Notes" 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 new 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.

Redemption For Changes In Withholding Taxes

        The new 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 new notes, as a whole but not in part, upon not more than 60 nor less than 30 days' notice to the holders of such new notes (with copies to the Trustee and each Paying Agent) at 100.0% 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 as provided under "—Additional Amounts." Prior to the giving of notice of redemption of the new 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 the 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 new notes then due and, at the time such notice of redemption is given, such obligation to pay such Additional Amounts remains in effect.

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Subsidiary Guarantee

        To guarantee the due and punctual payment of the principal and interest, if any, on the Notes and all other amounts payable by the Company under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, the Subsidiary Guarantors, if any, will unconditionally guarantee such obligations on a senior basis pursuant to the terms of the Indenture.

Selection

        In the case of any partial redemption or repurchase, selection of the new notes for redemption or repurchase will be made by the Trustee on a pro rata basis, by lot or by such other method as the Trustee in its sole discretion shall deem to be fair and appropriate, although no new note of U.S.$1,000 in original principal amount or less will be redeemed or repurchased in part. If any new note is to be redeemed or repurchased in part only, the notice of redemption or repurchase relating to such new note shall state the portion of the principal amount thereof to be redeemed or repurchased. A new note in principal amount equal to the unredeemed or unrepurchased portion thereof will be issued in the name of the holder thereof upon cancellation of the original new note.

Ranking

        The new notes will be general, unsecured, senior obligations of the Company ranking equally in right of payment 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. Subject to certain limitations set forth in the Indenture, the Company and its Subsidiaries may incur other senior indebtedness, including indebtedness that is secured by certain assets of the Company and its Subsidiaries. At December 31, 2004, the Company did not have any outstanding senior indebtedness other than its U.S.$250,000,000 notes and short term debt.

Defaults

        An "Event of Default" is defined in the Indenture as (i) a default in any payment of interest on any new note when due, continued for 30 days, (ii) a default in the payment of principal or premium, if any, of any new 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 new notes which shall constitute an Event of Default under clause (ii) above), (iv) indebtedness of the Company (other than 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"); (v) 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 or is accelerated by the holders thereof because of a default and the total principal amount of such unpaid or accelerated Excluded Debt exceeds U.S.$35 million, (vi) certain events of bankruptcy, insolvency or reorganization of ours (the "bankruptcy provisions"), (vii) any judgment or decree for the payment of money in excess of U.S.$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"), (viii) there shall have occurred any seizure, compulsory acquisition, expropriation or nationalization of material assets of ours and our Subsidiaries or (ix) the failure of any Subsidiary Guarantee to be in full force or the denial or disaffirmation by any Subsidiary Guarantor of its obligation under the Indenture or Subsidiary Guarantee. 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

19

outstanding new 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 25.0% in principal amount of the outstanding new notes by notice to us may declare the principal of and accrued and unpaid interest on all the new notes to be due and payable. Upon such a declaration, such principal and accrued and unpaid interest shall be due and payable immediately. If an Event of Default relating to certain events of bankruptcy, insolvency or reorganization of ours occurs and is continuing, the principal of and accrued and unpaid interest on all the new notes will become and be immediately due and payable without any declaration or other act on the part of the Trustee or any holders. Under certain circumstances, the holders of a majority in principal amount of the outstanding new notes may rescind any such acceleration with respect to the new notes and its consequences.

        Subject to the provisions of the Indenture relating to the duties of the Trustee, if an Event of Default occurs and is continuing, the Trustee will be under no obligation to exercise any of the rights or powers under the Indenture at the request or direction of any of the holders unless such holders have offered to the Trustee reasonable indemnity or security against any loss, liability or expense. Except to enforce the right to receive payment of principal, premium (if any) or interest when due, no holder may pursue any remedy with respect to the Indenture or the new notes unless (i) such holder has previously given the Trustee notice that an Event of Default is continuing, (ii) holders of at least 25.0% in principal amount of the outstanding new notes have requested the Trustee to pursue the remedy, (iii) such holders have offered the Trustee reasonable security or indemnity against any loss, liability or expense, (iv) the Trustee has not complied with such request within 60 days after the receipt of the request and the offer of security or indemnity and (v) the holders of a majority in principal amount of the outstanding new notes have not given the Trustee a direction that, in the opinion of the Trustee, is inconsistent with such request within such 60-day period. Subject to certain restrictions, the holders of a majority in principal amount of the outstanding new notes are given the right to 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. The Trustee, however, may refuse to follow any direction that conflicts with law or the Indenture or that the Trustee determines is unduly prejudicial to the rights of any other holder or that would involve the Trustee in personal liability. Prior to taking any action under the Indenture, 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.

        The Indenture provides that 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 in the payment of principal of, premium (if any) or interest on any new note, 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. We also are required to deliver to the Trustee, within 30 days after the occurrence thereof, written notice of any events which would constitute certain Defaults, their status and what action the Company is taking or proposes to take in respect thereof.

Amendments And Waivers

        Subject to certain exceptions, the Indenture may be amended with the consent of the holders of a majority in principal amount of the new notes then outstanding and any past default or compliance with any provisions may be waived with the consent of the holders of a majority in principal amount of the new notes then outstanding. However, without the consent of each holder of an outstanding new note affected, no amendment may, among other things, (i) reduce the amount of new notes whose holders must consent to an amendment, (ii) reduce the rate of or extend the time for payment of

20

interest or reduce any Additional Amounts on any new note, (iii) reduce the principal of or extend any Stated Maturity of any new note, (iv) reduce the premium payable upon the redemption or repurchase of any new note or change the time at which any new note may be redeemed as described under "—Optional Redemption" above, (v) make any new note payable in money other than that stated in the new note, (vi) amend or modify any of the provisions of the Indenture relating to the ranking of the new notes in any manner that adversely affects the rights of any holder of the new notes, (vii) impair the right of any holder to receive payment of principal of and interest on such holder's new notes on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such holder's new notes, (viii) make any change in the amendment provisions which require each holder's consent or in the waiver provisions, (ix) release any Subsidiary Guarantor from any of its obligations under its Subsidiary Guarantee or the Indenture, or (x) amend or modify the provisions with respect to the payment of Additional Amounts.

        Without the consent of any holder, the Company and the Trustee may amend the Indenture to cure any ambiguity, omission, defect or inconsistency, to provide for the assumption by a successor corporation of our obligations under the Indenture, to provide for uncertificated new notes in addition to or in place of certificated new notes (provided that the uncertificated new notes are issued in registered form for purposes of Section 163(f) of the Code), to secure the new notes, to add to the covenants of ours for the benefit of the new noteholders or to surrender any right or power conferred upon us, to make any change that does not adversely affect the rights of any holder or to comply with any requirement of the Commission in connection with the qualification of the Indenture under the Trust Indenture Act.

        The consent of the holders is not necessary under the Indenture to approve the particular form of any proposed amendment. It is sufficient if such consent approves the substance of the proposed amendment.

        After an amendment under the Indenture becomes effective, the Company is required to mail to the holders a notice briefly describing such amendment. However, the failure to give such notice to all the holders, or any defect therein, will not impair or affect the validity of the amendment.

Transfer and Exchange

        A Noteholder may transfer or exchange new notes in accordance with the Indenture. Upon any transfer or exchange, the registrar and the Trustee may require a Noteholder, among other things, to furnish appropriate endorsements and transfer documents and the Company may require a Noteholder to pay any taxes or other charges required by law. The Company is not required to transfer or exchange any new note selected for redemption or to transfer or exchange any new note for a period of 15 days prior to a selection of new notes to be redeemed. The new notes will be issued in registered form, and the registered holder of a new note will be treated as the owner of such new note for all purposes.

Defeasance

        The Company at any time may terminate all its obligations under the new notes and the Indenture ("legal defeasance"), except for certain obligations, including those respecting the defeasance trust and obligations to register the transfer or exchange of the new notes, to replace mutilated, destroyed, lost or stolen new notes and to maintain a registrar and paying agent in respect of the new notes. The Company at any time may terminate its obligations under the operation of the cross acceleration provision and the judgment default provision described under "Defaults" above ("covenant defeasance").

        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 new

21

notes may not be accelerated because of an Event of Default with respect thereto. If the Company exercises its covenant defeasance option, payment of the new notes may not be accelerated because of an Event of Default specified in clause (iii), (iv) and (vi) under "Defaults" above.

        In order to exercise either defeasance option, the Company must irrevocably deposit in trust (the "defeasance trust") with the Trustee money or U.S. Government Obligations for the payment of principal, premium (if any) and interest on the new notes to redemption or maturity, as the case may be, and must comply with certain other conditions, including delivery to the Trustee of an Opinion of Counsel to the effect that holders of the new notes will not recognize income, gain or loss for U.S. Federal income tax purposes as a result of such deposit and defeasance and will be subject to U.S. Federal income tax on the same amount and in the same manner and at the same times as would have been the case if such deposit and defeasance had not occurred (and, in the case of legal defeasance only, such Opinion of Counsel must be based on a ruling of the Internal Revenue Service or other change in applicable Federal income tax law).

Foreign Exchange Restrictions; Currency Indemnity

        Payments in respect of the new notes shall be made in U.S. dollars as shall be legal tender at the time of payment for the payment of public and private debts in that currency. In the event that on any payment date in respect of the new notes, any restrictions or prohibition of access to the Brazilian foreign exchange market exists, the Company agrees to pay all amounts payable under the new notes in the currency of such new notes by means of any legal procedure existing in Brazil (except commencing legal proceedings against the Brazilian Central Bank), on any due date for payment under the new notes. All costs and taxes payable in connection with the procedures referred to in this covenant shall be borne by the Company.

        U.S. dollars are the sole currency of account and payment for all sums payable by the Company under or in connection with the new notes, 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 a new note 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 recovery (or, if it is not practicable to make that purchase on that date, on the first date on which it is practicable to do so). If that dollar amount is less than the dollar amount expressed to be due to the recipient under any new note, the Company shall indemnify it against any loss sustained by it as a result. In any event the Company shall indemnify the recipient against the cost of making any such purchase. For the purposes of this paragraph, it will be sufficient for the holder of a new 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). These indemnities constitute a separate and independent obligation from other obligations of the Company, shall give rise to a separate and independent cause of action, shall apply irrespective of any indulgence granted by any holder of a new note 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 any new note.

Enforceability of Judgments with respect to the New Notes

        Service of process upon the Company (other than an insolvency, liquidation or bankruptcy proceeding or any other proceeding in the nature of an in rem or quasi in rem proceeding) to enforce their obligations under the Indenture or the new notes may be obtained within the United States by

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service upon CT Corporation System. Since substantially all of the assets of the Company and its subsidiaries are outside the United States, any judgment obtained in the United States against the Company, including judgments with respect to the payment of amounts owing with respect to the new notes, may not be collectible within the United States.

        Judgments for monetary claims obtained in U.S. courts arising out of or in relation to the obligations of the Company under the Indenture and the new notes will be enforceable in Brazil, upon confirmation (homologação) of such judgment by the Brazilian Federal Supreme Court (Superior Tribunal de Justiça). In order to be confirmed by the Brazilian Federal Supreme Court, such foreign judgment must meet the following conditions: (a) it must comply with all formalities required for its enforceability under the laws of the country where it was issued; (b) it must have been given by a competent court after the proper service of process on the parties thereto, or after a default judgment (revelia) of the relevant defendant is verified under such laws, as the case may be; (c) it must not be subject to appeal; (d) it must not offend Brazilian national sovereignty (soberania nacional), public policy (ordem pública) or good morals (bons costumes) (as set forth in Brazilian law); and (e) it must be duly authenticated (legalizada) by a competent Brazilian consulate in the country where such judgment is issued and be accompanied by a sworn translation thereof into Portuguese. Notwithstanding the foregoing, no assurance can be given that such confirmation will be obtained, that the process described above can be conducted in a timely manner or that a Brazilian court will enforce such monetary judgment. See "Enforceability of Civil Liabilities."

        Any judgment obtained against the Company in a court in Brazil under any new note or under the Indenture will be expressed in reais.

Consent to Jurisdiction and Service

        The Indenture will provide that the Company will appoint CT Corporation System as its agent for service of process in any suit, action or proceeding with respect to the Indenture or the new notes and for actions brought under Federal or state securities laws brought in any Federal or state court located in the City of New York and will submit to such jurisdiction.

Concerning The Trustee

        HSBC Bank USA, National Association is the Trustee under the Indenture and has been appointed by the Company as Registrar and Principal Paying Agent with regard to the new notes.

Governing Law

        The Indenture provides that it and the new notes will be governed by, and construed in accordance with, the laws of the State of New York without giving effect to applicable principles of conflicts of law to the extent that the application of the law of another jurisdiction would be required thereby.

Certain Definitions

        For purposes of the following definitions and the Indenture generally, all calculations and determinations shall be made in accordance with GAAP and shall be based upon the consolidated financial statements of the Company and its Subsidiaries prepared in accordance with GAAP.

        "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 securities, by contract or otherwise; and the terms "controlling" and "controlled" have meanings correlative to the foregoing.

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        "Board of Directors" means the Board of Directors of the Company or any committee thereof duly authorized to act on behalf of such Board.

        "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 but excluding any debt securities convertible into such equity.

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

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

        "Determination Period" shall mean, as the context requires, the First Determination Period or the Second Determination Period.

        "Exchange Adjustment" means:

(i)

with respect to the First Redemption Date, an amount equal to:

        (A)  the Installment Amount due on the First Redemption Date minus

        (B)  the Installment Amount due on the First Redemption Date first converted into reais using the Exchange Rate as of November 1, 2004, second multiplied by the sum of (1) one plus (2) the Inflation Rate Increase for the First Redemption Date and third converted into U.S. dollars using the Exchange Rate as of five Business Days prior to the First Redemption Date; and

(ii)

with respect to the Second Redemption Date, an amount equal to:

        (A)  the Installment Amount due on the Second Redemption Date (as adjusted, if applicable, in accordance with clause b(i)(II) under "Redemption" above) minus

        (B)  the Installment Amount due on the Second Redemption Date (as adjusted, if applicable, in accordance with clause b(i)(II) under "Redemption" above) first converted into reaisusing the Exchange Rate as of November 1, 2004, second multiplied by the sum of (1) one plus (2) the Inflation Rate Increase for the Second Redemption Date and third converted into U.S. dollars using the Exchange Rate as of five Business Days prior to the Second Redemption Date.

        "Exchange Rate" means, as of any date, the real/U.S. dollar commercial rate, expressed as the amount of reais per one U.S. dollar, reported on such date by the Banco Central do Brasil through the SISBACEN Data System under transaction code PTAX-800 ("Consultas de Câmbio" or Exchange Rate Inquiry) Option 5 ("Cotações 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"), or such other transaction code as shall have replaced the PTAX-800 Option 5 transaction code from time to time.

        "Exchange Rate Increase" means, with respect to the First Redemption Date or the Second Redemption Date, the percentage increase, if any, in the Exchange Rate for the period from the first day of the First Determination Period or the Second Determination Period (as applicable) until the final day of the First Determination Period or the Second Determination Period (as applicable).

        "Excluded Debt" means indebtedness due with respect to the Company's $250,000,000 notes.

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        "First Determination Period" means the period from November 1, 2004, through and including the fifth Business Day prior to the First Redemption Date.

        "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 the Indenture shall be computed in conformity with GAAP as in effect on the Issue Date.

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

        "IGP-M" shall mean the Índice Geral de Preços do Mercado, as published by the Fundação Getúlio Vargas, or such other index as shall replace the IGP-M from time to time.

        "IGP-M Variation" for any Determination Period shall mean the product of the IGP-M for each month during such Determination Period; it being understood that (i) for period from November 1, 2007 through and including the fifth Business Day prior to the First Redemption Date, the IGP-M for such period shall be calculated on a pro rata temporis basis using the IGP-M for the month of October 2007 and (ii) for the period from November 1, 2008 through and including the fifth Business Day prior to the Second Redemption Date, the IGP-M for such period shall be calculated on a pro rata temporis basis using the IGP-M for the month of October 2008.

        "Inflation Rate Increase" means:

(i)

with respect to the First Redemption Date, the product of the IGP-M Variation for the First Determination Period multiplied by 1.12; and



(ii)

with respect to the Second Redemption Date, the product of the IGP-M Variation for the Second Determination Period multiplied by 1.15.

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

        "Officers' Certificate" means a certificate signed by two Officers; provided that one of the officers giving an Officers' Certificate pursuant to Section 4.3 of the Indenture 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.

        "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.

        "Redemption Date" shall mean, as the context requires, the First Redemption Date, the Second Redemption Date or the Third Redemption Date.

        "SEC" or "Commission" means the United States Securities and Exchange Commission.

        "Second Determination Period" means the period from November 1, 2004 through and including the fifth Business Day prior to the Second Redemption Date.

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

        "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

25

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.

        "U.S. Dollar Equivalent" means, with respect to any monetary amount in a currency other than the U.S. dollar at any one time for the determination thereof, the amount of U.S. dollars obtained by converting such foreign currency involved in such computation into U.S. dollars at the spot rate for the purchase of U.S. dollars with the applicable foreign currency as quoted by Reuters at approximately 11:00 a.m. (New York time) on the date not more than two business days prior to such determination.

        "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.

Book-Entry; Delivery and Form

        The new notes are issued in the form of global securities held in book-entry form. DTC or its nominee is the sole registered holder of the new notes for all purposes under the Indenture. Owners of beneficial interests in the new notes represented by the global securities hold their interests pursuant to the procedures and practices of DTC. As a result, beneficial interests in any such securities are shown on, and transfers are effected only through, records maintained by DTC and its direct and indirect participants (including Euroclear and Clearstream). Any such interests may not be exchanged for certificated securities, except in limited circumstances. Owners of beneficial interests must exercise any rights in respect of their interests, including any right to convert or require repurchase of their interests in the new notes, in accordance with the procedures and practices of DTC. Beneficial owners are not holders and are not entitled to any rights under the global securities or the Indenture. The Company and the trustee, and any of our respective agents, may treat DTC as the sole holder and registered owner of the global securities.

        The Depository has advised the Company that it is (i) a limited purpose trust company organized under the laws of the State of New York, (ii) a member of the Federal Reserve System, (iii) a "clearing corporation" within the meaning of the Uniform Commercial Code, as amended, and (iv) a "Clearing Agency" registered pursuant to Section 17A of the Exchange Act. The Depository was created to hold securities for its participants (collectively, the "Participants") and facilitates the clearance and settlement of securities transactions between Participants through electronic book entry changes to the accounts of its Participants, thereby eliminating the need for physical transfer and delivery of certificates. The Depository's Participants include securities brokers and dealers, banks and trust companies, clearing corporations and certain other organizations. Access to the Depository's system is also available to other entities such as banks, brokers, dealers and trust companies (collectively, the "Indirect Participants") that clear through or maintain a custodial relationship with a Participant, either directly or indirectly. Investors who are not Participants may beneficially own securities held by or on behalf of the Depository only through Participants or Indirect Participants.

        The Company expects that pursuant to procedures established by the Depository (i) upon deposit of the Global Notes, the Depository or its custodian will credit the accounts of Participants acquiring an interest in the Global Notes and (ii) ownership of the new notes will be shown on, and the transfer of ownership thereof will be effected only through, records maintained by the Depository (with respect to the interest of Participants), the Participants and the Indirect Participants. The laws of some states require that certain persons take physical delivery in definitive form of securities that they own and that

26

security interests in negotiable instruments can only be perfected by delivery of certificates representing the instruments. Consequently, the ability to transfer new notes or to pledge the new notes as collateral will be limited to such extent.

        So long as the Depository or its nominee is the registered owner of a Global Note, the Depository or such nominee, as the case may be, will be considered the sole owner or Holder of the new notes represented by such Global Note for all purposes under the Indenture. Except as provided below, owners of beneficial interests in a Global Note will not be entitled to have new notes represented by such Global Note registered in their names, will not receive or be entitled to receive physical delivery of Certificated Securities, and will not be considered the owners or holders thereof under the Indenture for any purpose, including with respect to giving of any directions, instruction or approval to the Trustee thereunder. As a result, the ability of a person having a beneficial interest in new notes represented by a Global Note to pledge such interest to persons or entities that do not participate in the Depository's system or to otherwise take action with respect to such interest, may be affected by the lack of a physical certificate evidencing such interest.

        Accordingly, each person owning a beneficial interest in a Global Note must rely on the procedures of the Depository and, if such beneficial owner is not a Participant or an Indirect Participant, on the procedures of the Participant through which such person owns its interest, to exercise any rights of a Holder under the Indenture or such Global Note. The Company understands that under existing industry practice, in the event the Company requests any action of holders or a person that is an owner of a beneficial interest in a Global Note desires to take any action that the Depository, as the Holder of such Global Note, is entitled to take, the Depository would authorize the Participants to take such action and the Participant would authorize beneficial owners owning through such Participants to take such action or would otherwise act upon the instruction of such beneficial owners. Neither the Company nor the Trustee will have any responsibility or liability for any aspect of the records relating to or payments made on account of new notes by the Depository, or for maintaining, supervising or reviewing any records of the Depository relating to such new notes.

        Payments with respect to the principal of, premium, if any, and interest on any new notes represented by a Global Note registered in the name of the Depository or its nominee on the applicable record date will be payable by the Trustee to or at the direction of the Depository or its nominee in its capacity as the registered Holder of such Global Note representing such new notes under the Indenture. Under the terms of the Indenture, the Company and the Trustee may treat the persons in whose names the new notes, including the Global Notes, are registered as the owners thereof for the purpose of receiving such payment and for any and all other purposes whatsoever. Consequently, neither the Company nor the Trustee has or will have any responsibility or liability for the payment of such amounts to beneficial owners of new notes (including principal, premium, if any, and interest), or to immediately credit the accounts of the relevant Participants with such payment, in amounts proportionate to their respective holdings in principal amount of beneficial interest in a Global Note as shown on the records of the Depository. Payments by the Participants and the Indirect Participants to the beneficial owners of new notes will be governed by standing instructions and customary practice and will be the responsibility of the Participants or the Indirect Participants.

Certificated Securities

        If (i) the Company notifies the Trustee in writing that the Depository is no longer willing or able to act as a depository and the Company is unable to locate a qualified successor within 90 days, (ii) the Company, at its option, notifies the Trustee in writing that it elects to cause the issuance of new notes in definitive form under the Indenture, or (iii) upon the occurrence of certain other events, then, upon surrender by the Depository of its Global Notes, Certificated Securities will be issued to each person that the Depository identifies as the beneficial owner of the new notes represented by the Global Note. In addition, subject to certain conditions, any person having a beneficial interest in a Global Note may,

27

upon request to the Trustee, exchange such beneficial interest for Certificated Securities. Upon any such issuance, the Trustee is required to register such Certificated Securities in the name of such person or persons (or the nominee of any thereof), and cause the same to be delivered thereto.

        Neither the Company nor the Trustee shall be liable for any delay by the Depository or any Participant or Indirect Participant in identifying the beneficial owners of the related new notes and each such person may conclusively rely on, and shall be protected in relying on, instructions from the Depository for all purposes (including with respect to the registration and delivery, and the respective principal amounts, of the new notes to be issued).

Same-Day Settlement and Payment

        Settlement for the new notes will be made in immediately available funds. So long as the new notes are represented by a permanent Global Note or Notes, all payments of principal, premium, if any, and interest will be made by the Company in immediately available funds.

        Secondary trading in long-term notes and debentures of corporate issuers is generally settled in clearing-house or next-day funds. So long as the new notes are represented by a permanent Global Note or Notes registered in the name of the Depositary or its nominee, except for trades between Euroclear and Cedel participants, interests in the new notes are expected to trade in the Depositary's Same-Day Funds Settlement System, and secondary market trading activity in the new notes will therefore be required by the Depositary to settle in immediately available funds. No assurance can be given as to the effect, if any, of settlement in immediately available funds on the trading activity in the new notes.

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THE EXCHANGE

        Upon the terms and subject to the conditions of this exchange offer, we will, unless such old notes are withdrawn in accordance with the withdrawal rights specified in "—Withdrawal of Tenders" below, accept any and all old notes validly tendered prior to 5:00 p.m., New York City time, on the Expiration Date. We will issue, on or promptly after the Expiration Date, an aggregate principal amount of up to U.S.$7,008,000 of new notes in exchange for the same principal amount of outstanding old notes tendered and accepted in connection with this exchange offer. The new notes issued in connection with this exchange offer will be delivered on                                  , 2005 or otherwise on the earliest practicable date on or following the Expiration Date. Holders must tender all of their old notes in connection with this exchange offer in order to have their tender accepted. The new notes will have the terms and be subject to the conditions of an Indenture dated as of December 21, 2004 between us and HSBC Bank USA, National Association, as Trustee, as amended. In connection with the issuance of the old notes, we arranged for the old notes to be issued and transferable in book-entry form through the facilities of The Depository Trust Company ("DTC"), acting as depositary. Except as described in "Description of the Notes—Book-Entry; Delivery and Form," the new notes will be issued in the form of a global note registered in the name of DTC or its nominee and each holder's interest therein will be transferable in book-entry form through DTC. Holders of old notes do not have any appraisal or dissenters' rights in connection with this exchange offer. Old notes which are not tendered for exchange or are tendered but not accepted in connection with this exchange offer will remain outstanding and will not be entitled to the covenant restrictions originally provided for under the indenture relating to the old notes and stripped out in later amendments and supplements to such indenture. We shall be deemed to have accepted validly tendered old notes when, as and if we have given oral or written notice thereof to the Exchange Agent. The Exchange Agent will act as agent for the tendering holders for the purposes of receiving the new notes from us. If any tendered old notes are not accepted for exchange because of an invalid tender, the occurrence of certain other events set forth herein or otherwise, certificates for any such unaccepted old notes will be returned, without expense, to the tendering holder thereof as promptly as practicable after the Expiration Date. Holders who tender old notes in connection with this exchange offer will not be required to pay brokerage commissions or fees or, subject to the instructions in the Letter of Transmittal, transfer taxes with respect to the exchange of old notes in connection with this exchange offer. We will pay all charges and expenses, other than certain applicable taxes described below, in connection with this exchange offer. See "—Fees and Expenses."

Important Notice with Respect to Brazilian Law

        In making this exchange offer, we do not express any intent to novate the old notes.

Expiration Date; Extensions

        The term "Expiration Date" shall mean 5:00 p.m., New York City time, on                                  , 2005, unless extended by us in our sole discretion, in which case the term "Expiration Date" shall mean the latest date and time to which this exchange offer is extended.

        We reserve the right to extend the Expiration Date at any time and from time to time, in accordance with applicable laws and regulations, regardless of the amount of tenders of old notes we have received, by issuing a press release or making any other public announcement (or by written notice to the holders of record of the old notes as of the immediately preceding day) as promptly as practicable, and in no event later than 9:00 a.m., New York City time, on the next day other than Saturday, Sunday or any other day on which banks located in New York, New York, USA or São Paulo, Brazil are authorized or obligated to close (each, a "Business Day") after the previously announced Expiration Date. Such announcement or notice may state that we are extending the solicitation for a specified period of time or on a daily basis.

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Exchange Offer Procedures

        The tender to us of old notes by a holder thereof as set forth below and the acceptance thereof by us will constitute a binding agreement between the tendering holder and us upon the terms and subject to the conditions set forth in this Prospectus and in the accompanying Letter of Transmittal.

        Except as set forth below, a holder who wishes to tender old notes for exchange pursuant to this exchange offer must transmit a properly completed and duly executed Letter of Transmittal, including all other documents required by such Letter of Transmittal, to the Exchange Agent at the addresses set forth below under "Exchange Agent" prior to 5:00 p.m. New York City time on the Expiration Date. In addition, either (i) certificates for such old notes must be received by the Exchange Agent along, with the Letter of Transmittal, or (ii) a timely confirmation of a book-entry transfer (a "Book-Entry Confirmation") of such old notes, if such procedure is available, into the Exchange Agent's account at DTC pursuant to the procedure for book-entry transfer described below, must be received by the Exchange Agent prior to 5:00 p.m. New York City time on the Expiration Date, or (iii) the holder must comply with the guaranteed delivery procedures described below. THE METHOD OF DELIVERY OF OLD NOTES, LETTERS OF TRANSMITTAL AND ALL OTHER REQUIRED DOCUMENTS IS AT THE ELECTION AND RISK OF THE HOLDERS. IF SUCH DELIVERY IS BY MAIL, IT IS RECOMMENDED THAT REGISTERED MAIL, PROPERLY INSURED, WITH RETURN RECEIPT REQUESTED, BE USED. IN ALL CASES, SUFFICIENT TIME SHOULD BE ALLOWED TO ASSURE TIMELY DELIVERY. NO LETTERS OF TRANSMITTAL OR OLD NOTES SHOULD BE SENT TO US.

        Signatures on a Letter of Transmittal or a notice of withdrawal, as the case may be, must be guaranteed unless the old notes surrendered for exchange pursuant thereto are tendered (i) by a registered holder of the old notes who has not completed the box entitled "Special Issuance Instructions" or "Special Delivery Instructions" on the Letter of Transmittal or (ii) for the account of an Eligible Institution (as defined below). In the event that signatures on a Letter of Transmittal or a notice of withdrawal, as the case may be, are required to be guaranteed, such guarantees must be by a firm which is a member of a registered national securities exchange or a member of the National Association of Securities Dealers, Inc. or by a commercial bank or trust company having an office or correspondent in the United States (collectively, "Eligible Institutions").

        If old notes are registered in the name of a person other than the signer of a Letter of Transmittal, the old notes surrendered for exchange must be endorsed by, or be accompanied by a written instrument or instruments of transfer or exchange, in satisfactory form as determined by us in our sole discretion, duly executed by the registered holder with the signature thereon guaranteed by an Eligible Institution. All questions as to the validity, form, eligibility (including time of receipt) and acceptance of old notes tendered for exchange will be determined by us in our sole discretion, which determination shall be final and binding. We reserve the absolute right to reject any and all tenders of any particular old notes not properly tendered or to not accept any particular old notes which acceptance might, in our judgment or our counsel's judgment, be unlawful. We also reserve the absolute right to waive any defects or irregularities or conditions of this exchange offer as to any particular old notes either before or after the Expiration Date (including the right to waive the ineligibility of any holder who seeks to tender old notes in this exchange offer). The interpretation of the terms and conditions of this exchange offer as to any particular old notes either before or after the Expiration Date (including the Letter of Transmittal and the instructions thereto) by us shall be final and binding on all parties. Unless waived, all defects or irregularities in connection with tenders of old notes for exchange must be cured within such reasonable period of time as we shall determine.

        Neither we, the Exchange Agent nor any other person shall be under any duty to give notification of any defect or irregularity with respect to any tender of old notes for exchange, nor shall any of them

30

incur any liability for failure to give such notification. The Exchange Agent intends to use reasonable efforts to give notification of such defects or irregularities.

        If the Letter of Transmittal is signed by a person or persons other than the registered holder or holders of old notes, such old notes must be endorsed or accompanied by appropriate powers of attorney, in either case signed exactly as the name of names of the registered holder or holders that appear on the old notes. If the Letter of Transmittal or any old notes or powers of attorney are signed by trustees, executors, administrators, guardians, attorneys-in-fact, officers of a corporation or others acting in a fiduciary or representative capacity, such persons should so indicate when signing, and, unless waived by us, proper evidence satisfactory to us of their authority to so act must be submitted.

        By tendering, each holder will represent to us that, among other things, the new notes acquired pursuant to this exchange offer are being obtained in the ordinary course of business of the person receiving such new notes, whether or not such person is the holder and such person has no arrangement with any person to participate in the distribution of the new notes. If any holder or any such other person is an "affiliate," as defined under Rule 405 of the Securities Act, of ours, is engaged in or intends to engage in or has an arrangement or understanding with any person to participate in a distribution of such new notes to be acquired pursuant to this exchange offer, or acquired the old notes as a result of market making or other trading activities, such holder or any such other person (i) could not rely on the applicable interpretations of the staff of the Commission and (ii) must comply with the registration and prospectus delivery requirements of the Securities Act in connection with any resale transaction.

        Each broker-dealer that receives new notes for its own account in exchange for old notes, where such old notes were acquired as a result of market making activities or other trading activities must acknowledge that it will deliver a prospectus in connection with any resale of such new notes. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act.

Acceptance of Old Notes For Exchange; Delivery of New Notes

        Upon the terms and subject to the conditions of this exchange offer, we will accept all old notes properly tendered and will issue the new notes on                                   , 2005 or otherwise on the earliest practicable date on or following the Expiration Date. For purposes of this exchange offer, we shall be deemed to have accepted properly tendered old notes for exchange when, as and if we have given oral or written notice thereof to the Exchange Agent, with written confirmation of any oral notice to be given promptly thereafter. In all cases, issuance of new notes for old notes that are accepted for exchange pursuant to this exchange offer will be made only after timely receipt by the Exchange Agent of (i) certificates for such old notes or a timely confirmation of such old notes into the Exchange Agent's account at DTC, (ii) a properly completed and duly executed Letter of Transmittal and (iii) all other required documents. If any tendered old notes are not accepted for any reason set forth in the terms and conditions of this exchange offer, or if old notes are submitted for a greater amount than the holder desires to exchange, such unaccepted or unexchanged old notes will be returned without expense to the tendering holder thereof (or, in the case of old notes tendered by book-entry transfer into the Exchange Agent's account at DTC pursuant to the book-entry procedures described below, such nonexchanged old notes will be credited to an account maintained with DTC) designated by the tendering holder as promptly as practicable after the expiration or termination of this exchange offer.

Book-Entry Transfer

        The Exchange Agent will make a request to establish an account with respect to the old notes at DTC for purposes of this exchange offer within two business days after the date of this Prospectus, and any financial institution that is a participant in the DTC systems may make book-entry delivery of old

31

notes by causing DTC to transfer such old notes into the Exchange Agent's account at DTC in accordance with such DTC's procedures for transfer. However, although delivery of old notes may be effected through book-entry transfer at DTC, the Letter of Transmittal or facsimile thereof, with any required signature guarantees and any other required documents, must, in any case, be transmitted to and received by the Exchange Agent at the address set forth below under "—Exchange Agent" on or prior to the Expiration Date or the guaranteed delivery procedures described below must be complied with.

Guaranteed Delivery Procedures

        If a registered holder of the old notes desires to tender such old notes and the old notes are not immediately available, or time will not permit such holder's old notes or other required documents to reach the Exchange Agent before the Expiration Date, or the procedure for book-entry transfer cannot be completed on a timely basis, a tender may be effected if (i) the tender is made through an Eligible Institution, (ii) prior to the Expiration Date, the Exchange Agent has received from such Eligible Institution a properly completed and duly executed Letter of Transmittal (or a facsimile thereof) and Notice of Guaranteed Delivery, substantially in the form of the corresponding exhibit to the Registration Statement of which this Prospectus constitutes a part (by telegram, telex, facsimile transmission, mail or hand delivery), setting forth the name and address of the holder of old notes and the amount of old notes tendered, stating that the tender is being made thereby and guaranteeing that within three New York Stock Exchange ("NYSE") trading days after the date of execution of the Notice of Guaranteed Delivery, the certificates for all physically tendered old notes, in proper form for transfer, or a Book-Entry Confirmation, as the case may be, and any other documents required by the Letter of Transmittal will be deposited by the Eligible Institution with the Exchange Agent, and (iii) the certificates for all physically tendered old notes, in proper form for transfer, or a Book-Entry Confirmation, as the case may be, and all other documents required by the Letter of Transmittal, are received by the Exchange Agent within three NYSE trading days after the date of execution of the Notice of Guaranteed Delivery.

Withdrawal Rights

        Tenders of old notes may be not withdrawn at any time; provided, however, that if the exchange of old notes for new notes as part of the exchange offer has not occurred on or before December 31, 2005, holders of old notes who have tendered their old notes in connection with the offer may withdraw their tender of their old notes at any time thereafter. Subject to the preceding sentence, for a withdrawal to be effective, a written notice of withdrawal must be received by the appropriate Exchange Agent at one of the addresses set forth below under "Exchange Agents." Any such notice of withdrawal must specify the name of the person having tendered the old notes to be withdrawn, identify the old notes to be withdrawn (including the amount of such old notes), and (where certificates for old notes have been transmitted) specify the name in which such old notes are registered, if different from that of the withdrawing holder. If certificates for old notes have been delivered or otherwise identified to the appropriate Exchange Agent, then prior to the release of such certificates the withdrawing holder must also submit the serial numbers of the particular certificates to be withdrawn and a signed notice of withdrawal with signatures guaranteed by an Eligible Institution unless such holder is an Eligible Institution. If old notes have been tendered pursuant to the procedure for book-entry transfer described above, any notice of withdrawal must specify the name and number of the account at DTC to be credited with the withdrawn old notes and otherwise comply with the procedures of such facility.

        We reserve the right to contest the validity of any such withdrawal. All questions as to the validity, form and eligibility (including time of receipt) of such notices will be determined by us, whose determination shall be final and binding on all parties. Any old notes so withdrawn will be deemed not

32

to have been validly tendered for exchange for purposes of this exchange offer. Any old notes which have been tendered for exchange but which are not exchanged for any reason will be returned to the holder thereof without cost to such holder (or, in the case of old notes tendered by book-entry transfer into the Exchange Agent's account at DTC pursuant to the book-entry transfer procedures described above, such old notes will be credited to an account with DTC specified by the Holder) as soon as practicable after withdrawal, rejection of tender or termination of this exchange offer, and all of the rights of the holders with respect to such old notes existing prior to the date that such old notes were tendered will again be in effect. Properly withdrawn old notes may be retendered by following one of the procedures described under "—Exchange Offer Procedures" above at any time on or prior to the Expiration Date.

Exchange Agent

        HSBC Bank USA, National Association has been appointed as Exchange Agent in connection with this exchange offer. Questions and requests for assistance, requests for additional copies of this Prospectus or of the Letter of Transmittal should be directed to the Exchange Agent. The Exchange Agent's office is located at Lower Level, One Hanson Place, Brooklyn, NY 11243. The Exchange Agent may also be reached by telephone at 718-488-4475 or by facsimile at 718-488-4488, Attention: Pauline Shaw.

Fees and Expenses

        We will pay certain expenses to be incurred in connection with this exchange offer, including the fees and expenses of the Exchange Agent, accounting and certain legal fees. Holders who tender their old notes for exchange will not be obligated to pay any transfer taxes in connection therewith. If, however, new notes are to be delivered to, or are to be issued in the name of, any person other than the registered holder of the old notes tendered, or if tendered old notes are registered in the name of any person other than the person signing the Letter of Transmittal, or if a transfer tax is imposed for any reason other than the exchange of old notes in connection with this exchange offer, then the amount of any such transfer taxes (whether imposed on the registered holder or any other persons) will be payable by the tendering holder. If satisfactory evidence of payment of such taxes or exemption therefrom is not submitted with the Letter of Transmittal, the amount of such transfer taxes will be billed directly to such tendered holder.

Consequences of Failure to Properly Tender Old Notes in the Exchange

        Issuance of the new notes in exchange for the old notes pursuant to this exchange offer will be made only after timely receipt by the Exchange Agent of such old notes. Therefore, holders of the old notes desiring to tender such old notes in exchange for new notes should allow sufficient time to ensure timely delivery. We are under no duty to give notification of defects or irregularities with respect to tenders of old notes for exchange.

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TAX CONSIDERATIONS

Brazil

PROSPECTIVE HOLDERS OF THE NEW NOTES ARE ADVISED TO CONSULT THEIR OWN TAX ADVISERS AS TO THE CONSEQUENCES OF HOLDING THE NEW NOTES, INCLUDING, WITHOUT LIMITATION, THE CONSEQUENCES OF THE RECEIPT OF INTEREST AND THE SALE, REDEMPTION OR REPAYMENT OF THE NEW NOTES.

Brazilian Tax Considerations

        The following discussion is a summary of the Brazilian tax considerations relating to an investment in the new notes by a non-resident of Brazil. The discussion is based on the tax laws of Brazil as in effect on the date hereof and is subject to any change in Brazilian law that may come into effect after such date. The information set forth below is intended to be a general discussion only and does not address all possible tax consequences relating to an investment in the new notes.

        Interest (including original issue discount), fees, commissions, expenses, and any other income payable by a Brazilian borrower to an individual, entity, trust or organization domiciled outside Brazil are generally subject to withholding income tax. As of January 1, 1996, the rate of withholding tax is 15% or such other lower rate as provided for in any applicable tax treaty between Brazil and another country. In the event the recipient of the payment is domiciled in a tax haven jurisdiction, as defined by Brazilian tax regulations, the rate will be 25%, except for payments related to debt securities registered with the Brazilian Central Bank, such as the notes, which rate is also subject to 15% in accordance with Normative Act SRF 252, of 2002.

        Notwithstanding the foregoing, the applicable withholding tax rate on interest, fees, commissions and original issue discount under instruments with a minimum average maturity greater than 96 months such as the old Notes was reduced to 0%, pursuant to Law 9481 of August 13, 1997, as amended by Law 9532 of December 10, 1997. However, pursuant to Law 9959 of January 27, 2000, this reduced rate is no longer in effect for new debt securities issued as of January 1, 2000. In this respect, according to Law 9959 of January 27, 2000, the withholding income tax applicable to these transactions as of January 1, 2000 is 15%.

        However, according to Law 10925 of July 23, 2004 such reduction was maintained in case of renegotiation of debt securities with a minimum average maturity greater than 96 months, such as the old Notes. Accordingly, we believe and understand that the applicable rate of withholding income tax on interest, fees, commissions and original issue discount under the new notes is also 0%.

        Any earnings or capital gains made outside Brazil as a result of a transaction between two non-residents of Brazil in respect of debt instruments issued by a non-Brazilian company are not subject to a tax in Brazil. In such circumstances, gains resulting from discounts obtained by a non-resident in the purchase of the new notes or capital gains realized on the sale of such securities are not subject to tax in Brazil. However, according to Law 10833, dated December 29, 2003, which came into force on January 1, 2004, the disposition of assets located in Brazil by non-residents, whether to other non-residents or Brazilian residents, may become subject to taxation in Brazil. Although the new notes should not fall within the definition of assets located in Brazil for purposes of Law 10833, considering the general and unclear scope of Law 10833 and the absence of judicial court rulings with respect thereto, it is unpredictable whether such understanding ultimately will prevail in the courts of Brazil. In principle, any profits realized on a sale of the new notes by the non-residents of Brazil would not be subject to taxation in Brazil.

        Generally, there are no stamp, transfer or other similar taxes in Brazil with respect to the transfer, assignment or sale of the new notes outside Brazil, nor any inheritance, gift or succession tax applicable to the ownership, transfer or disposition of the new notes, except for gift and inheritance taxes imposed

34

in some states of Brazil on gifts and bequests by individuals or entities not domiciled or residing in Brazil to individuals or entities domiciled or residing within such Brazilian states.

Certain U.S. Federal Income Tax Consequences

        The following discussion is a summary of certain U.S. federal income tax consequences to beneficial owners of old notes and new notes ("Holders") of (i) exchanging old notes for new notes and (ii) holding new notes received in the exchange offer.

        This summary is based upon the Internal Revenue Code of 1986, as amended (the "Code"), proposed, temporary and final U.S. Treasury regulations, published administrative interpretations of the U.S. Internal Revenue Service (the "IRS") and judicial decisions, all of which are subject to change, possibly on a retroactive basis. This summary does not purport to consider all aspects of U.S. federal income taxation that may be relevant to a particular Holder. Further, the U.S. federal income tax treatment of a Holder may vary depending on the Holder's particular situation. Certain classes of Holders (including non-U.S. persons, insurance companies, tax-exempt organizations, employee stock ownership plans, financial institutions, brokers, dealers, subchapter S corporations, persons whose functional currency is not the U.S. dollar, persons in whose hands the old notes or the new notes are not "capital assets" (within the meaning of Section 1221 of the Code), persons that hold old notes (or will hold new notes) as a hedge or otherwise have hedged (or will hedge) the risk of holding old notes (or new notes), persons that hold old notes (or will hold new notes) as part of (or in connection with) a "straddle," "conversion" or other integrated transaction and persons that use the mark-to-market method of accounting) may be subject to special rules not discussed below. The discussion below does not consider the effect of any non-U.S., state, local or other tax laws or any U.S. tax considerations (e.g., estate or gift tax) other than the U.S. federal income tax considerations specifically discussed herein that may be applicable to a particular Holder. We have not sought any rulings from the IRS with respect to the statements made in this discussion, and there can be no assurance that the IRS will agree with such statements. This summary does not deal with persons that acquire new notes subsequent to the exchange offer.

EACH HOLDER IS URGED TO CONSULT SUCH HOLDER'S OWN TAX ADVISOR TO DETERMINE THE PARTICULAR U.S. FEDERAL, STATE, LOCAL, NON-U.S. AND OTHER TAX CONSEQUENCES TO SUCH HOLDER OF THE EXCHANGE OFFER AND HOLDING EXCHANGE NOTES.

        For purposes of the discussion herein, a "U.S. Holder" means a Holder that is (i) an individual citizen of the United States or a resident alien of the United States for U.S. federal income tax purposes, (ii) a corporation or another entity treated as a corporation for U.S. federal income tax purposes created or organized in or under the laws of the United States, any state thereof or the District of Columbia, (iii) an estate the income of which is subject to U.S. federal income tax without regard to its source or (iv) a trust if (x) a court within the United States is able to exercise primary supervision over the administration of the trust and one or more United States persons have the authority to control all substantial decisions of the trust or (y) the trust has a valid election in effect under applicable Treasury Regulations to be treated as a United States person. This discussion does not address the tax consequences applicable to Holders that are not U.S. Holders, including non-U.S. persons and partnerships (including for this purpose any entity treated as a partnership for U.S. federal income tax purposes). A Holder that is not a U.S. Holder should consult its own tax advisor.

Overview

        Whether and to what extent a U.S. Holder that exchanges old notes for new notes pursuant to the exchange offer will recognize taxable gain or loss will depend on whether the exchange qualifies as a tax-free recapitalization for U.S. federal income tax purposes. An exchange of old notes for new notes

35

will qualify as a recapitalization only if the old notes and the new notes that are part of such exchange constitute "stock or securities" for purpose of the reorganization provisions of the Code.

        The rules for determining whether a debt instrument constitutes a security for this purpose are unclear. The term "security" is not defined in the Code or U.S. Treasury regulations and has not been clearly defined by judicial decisions. The test as to whether a debt instrument is a security involves an overall evaluation of the nature of the debt instrument, the extent of the investor's proprietary interest in the issuer compared with the similarity of the debt instrument to a right to receive a cash payment and certain other considerations. One of the most significant factors considered in determining whether a particular debt instrument is a security is its original term. In general, judicial decisions hold that debt instruments with a term of less than five years are not likely to (but may in certain circumstances) be considered securities, debt instruments with a term of ten years or more are highly likely to be considered securities, and debt instruments with an initial term at issuance of five to ten years are often considered securities, but their status may be unclear. A recent ruling from the IRS may suggest, however, that if the old notes constituted securities, the new notes also constitute securities because they represent a continuation of a Holder's investment in Tevecap S.A. represented by the old notes. In addition, it is possible that the IRS could assert that due to our financial condition and the effective subordination of the notes to the creditors of our subsidiary, the new notes constitute a form of preferred equity in us. A successful recharacterization of the notes as "stock or securities" and the treatment of the exchange as a tax-free reorganization could have adverse federal income tax consequences to the Holders. U.S. Holders are urged to consult their own tax advisors regarding treatment of the old notes and new notes as "stock or securities" for purposes of the reorganization provisions of the Code.

Exchange of old notes for new notes

        Consequences if the Exchange is not a Recapitalization.    If the exchange of old notes for new notes does not constitute a recapitalization for purposes of the reorganization provisions of the Code, then a U.S. Holder that exchanges old notes for new notes generally will recognize taxable gain or loss equal to the difference between (i) the amount realized (as defined below) in the exchange and (ii) the U.S. Holder's adjusted tax basis (as defined below) in the old notes. This amount realized is allocated between principal and accrued interest (including OID). We intend, and each Holder agrees by participating in the exchange offer to allocate all the new notes received under the exchange to the principal amount (rather than to accrued interest) of its old notes. The gain or loss on the principal portion is the difference between the amount realized allocable to principal and the tax basis of the principal. Such gain or loss generally will be capital gain or loss if the old notes are held as a capital asset, and will be long-term capital gain or loss if the U.S. Holder's holding period in the old notes is more than one year. The deductibility of capital losses is subject to limitations under the Code. A U.S. Holder that acquired old notes with market discount generally will be required to treat a portion of any gain as ordinary income to the extent of any accrued market discount not previously included in income. The portion of the amount realized allocable to interest will be included in gross income by a U.S. Holder to the extent it has not previously been taken into account under the OID rules. A U.S. Holder will be entitled to a deduction for interest, including OID, previously accrued in excess of the amount realized allocable to interest.

        The amount realized generally will equal the issue price of the new notes, although the matter is not free from doubt, the Company believes, and intends to take the position that, the old notes were not, and the new notes will not be, traded on an established securities market under applicable U.S. Treasury regulations and, as a result, the issue price of the new notes will be their principal amount. If the IRS were to successfully assert that either the old notes or the new notes were so traded, then the issue price of the new notes would be the fair market value of such traded notes on the date of the exchange. A U.S. Holder's adjusted tax basis in the U.S. Holder's old notes generally will equal the

36

price such U.S. Holder paid therefor, increased by the amount of any market discount and OID previously included in income by such U.S. Holder with respect to such debt, and reduced (but not below zero) by any amortizable bond premium previously amortized with respect to the old notes.

        The U.S. Holder's tax basis in the new notes received in such a taxable exchange will equal the "issue price" of the new notes it receives, and the U.S. Holder's holding period for the U.S. Holder's new notes will begin on the date following the date the exchange.

        Consequences if the Exchange is a Recapitalization.    If the exchange of old notes for new notes does constitute a recapitalization for purposes of the reorganization provisions of the Code, then a U.S. Holder that exchanges old notes for new notes generally will not recognize taxable gain or loss on the exchange, provided, however, that a U.S. Holder would recognize ordinary income to the extent that (contrary to the position taken by us and that Holders agree to follow) any portion of the new notes were treated as received in satisfaction of accrued but untaxed interest on the old notes. A U.S. Holder's adjusted tax basis in the new notes would equal the Holder's adjusted tax basis in the old notes surrendered therefor, and the U.S. Holder's holding period for the new notes would include the holding period for the old notes, provided, however, that the adjusted tax basis of any new notes treated as received in satisfaction of accrued interest would equal the amount of such accrued interest, and the holding period for such new notes would not include the holding period of the old notes.

Consequences of Holding New Notes

In General

        We intend to treat the new notes as indebtedness for U.S. federal income tax purposes.

Original Issue Discount

        If our position is respected that the issue price of the new notes is equal to their principal amount, then the new notes will not be subject to the special rules applicable to debt instruments issued with OID, notwithstanding that the timing of principal payments on the notes is subject to change on the basis of a contingency (changes in the real/U.S. dollar exchange rate). We intend to take the position that the new notes are not treated as issued with OID.

        If, however, the issue price of the new notes is the fair market value of the old notes or new notes, then the new notes may be treated as issued with OID for U.S. federal income tax purposes. OID is defined as the excess of a debt instrument's stated redemption price at maturity over its issue price (unless such excess does not exceed a de minimis amount, in which case the debt instrument is not treated as having OID). The issue price for this purpose is the issue price as described above. The stated redemption price at maturity of a new note is the sum of all payments due under the new note other than payments of qualified stated interest. The payments of interest on the new notes will constitute qualified stated interest and thus will not factor into the calculation of the stated redemption price at maturity.

        In general, a U.S. Holder of a new note would be required to include OID thereon in gross income as ordinary interest income under a constant yield method over the term of the new note in advance of cash payments attributable to such income, regardless of whether such U.S. Holder is a cash or accrual method taxpayer and without regard to the timing or amount of actual payments. However, the timing of the inclusion of OID in income on the new notes is not clear because there are no U.S. Treasury regulations applicable to debt instruments whose yield to maturity may vary on account of changes in the timing of payments on account of a contingency. U.S. Holders are urged to consult their tax advisors as to the amount and timing of OID on the new notes in the event they are treated as issued with OID.

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Sale, Retirement or Other Taxable Disposition

        Upon the sale, retirement or other taxable disposition of a new note, a U.S. Holder generally would recognize gain or loss equal to the difference between the amount realized upon the sale, retirement or other taxable disposition (other than amounts relating to interest that has accrued but has not yet been taken into account, which will be taxable as such) and the U.S. Holder's adjusted tax basis in the new note. Such gain or loss generally would be capital gain or loss (except that gain would be taxable as ordinary income to the extent attributable to accrued market discount that has not previously been included in gross income by the U.S. Holder), and would be long-term capital gain or loss if the holding period for the new note exceeded one year at the time of the sale, retirement or other taxable disposition. If, however, the notes were treated as issued with OID, then it is possible that any such gain would be treated as ordinary gain under rules applicable to debt instruments providing for one or more contingent payments. In general, a U.S. Holder's adjusted tax basis in a new note would equal the initial tax basis of the new note at the time of its receipt in the exchange determined in the manner described above, increased by the amount, if any, of OID included in income through the date of disposition. The ability of a U.S. Holder to deduct a capital loss could be subject to limitations under the Code.

Backup Withholding and Information Reporting

        The new notes may be subject to information reporting requirements and U.S. federal backup withholding tax at the then applicable rate if the Holder fails to supply an accurate taxpayer identification number or otherwise fails to comply with applicable U.S. information reporting or certification requirements. A U.S. Holder that provides a properly executed IRS Form W-9 will be treated as complying with applicable backup withholding and information reporting rules. Any amounts withheld will be allowed as a refund with respect to, or credit against, the Holder's U.S. federal income tax liability.

        THE PRECEDING DISCUSSION OF CERTAIN U.S. FEDERAL INCOME TAX CONSIDERATIONS IS FOR GENERAL INFORMATION ONLY AND IS NOT TAX ADVICE. EACH HOLDER SHOULD CONSULT SUCH HOLDER'S TAX ADVISOR REGARDING THE PARTICULAR U.S. FEDERAL, STATE, LOCAL, NON-U.S. AND OTHER TAX CONSEQUENCES OF PURCHASING, HOLDING, EXCHANGING AND DISPOSING OF OUR OLD NOTES AND NEW NOTES AND PARTICIPATING IN THE EXCHANGE, INCLUDING THE CONSEQUENCES OF ANY PROPOSED CHANGE IN APPLICABLE LAWS.

EXPERTS

        The audited consolidated financial statements of Tevecap S.A. and subsidiaries incorporated in this prospectus by reference from our Annual Report on Form 20-F for the year ended December 31, 2004, have been audited by Deloitte Touche Tohmatsu Auditores Independentes, an independent registered public accounting firm, as stated in their report, which is incorporated herein by reference, and have been so incorporated in reliance upon the report of such firm given upon their authority as experts in accounting and auditing.

        The audited financial statements of CCS-Camboriú Cable System de TeleComunicações Ltda. incorporated in this prospectus by reference from our Annual Report on Form 20-F for the year ended December 31, 2004, have been audited by Deloitte Touche Tohmatsu Auditores Independentes, an independent registered public accounting firm, as stated in their report, which is incorporated herein by reference, and have been so incorporated in reliance upon the report of such firm given upon their authority as experts in accounting and auditing.

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LEGAL MATTERS

        The validity of the new notes under New York law will be passed upon by Mayer, Brown, Rowe & Maw LLP, New York, New York, United States.

        The validity of the new notes and certain matters of Brazilian law relating to the new notes and the indenture relating thereto will also be passed upon for us by Machado, Meyer, Sendacz e Opice Advogados, São Paulo, Brazil.

ENFORCEABILITY OF CIVIL LIABILITIES

        We are a sociedade anônima, organized under the laws of the Federative Republic of Brazil. All of our executive officers and directors presently reside in Brazil. Under the terms and conditions of the new notes, we will agree (and under the terms of the old notes, we agreed) that the courts of the State of New York and the federal courts of the United States, in each case sitting in The City of New York, New York, shall have jurisdiction to hear and determine any suit, action or proceeding, and to settle any disputes, which may arise out of or in connection with the new notes (or the old notes, as the case may be) and, for such purposes, irrevocably submit to the jurisdiction of such courts. However, most of our assets are located in Brazil. As a result, it will be necessary for you to comply with Brazilian law in order to obtain an enforceable judgment against these foreign resident persons or our assets. It may not be possible for investors to effect service of process within the United States upon our executive officers and directors, or to realize in the United States upon judgments against these persons obtained in U.S. courts based upon civil liabilities of these persons, including any judgments based upon U.S. federal securities laws, to the extent these judgments exceed these persons' U.S. assets.

        Specifically, our Brazilian legal counsel, Machado, Meyer, Sendacz e Opice Advogados, has advised us that Brazilian courts will enforce judgments of U.S. courts for civil liabilities predicated on the U.S. securities laws, without reconsideration of the merits, only if the judgment satisfies certain requirements and receives confirmation (homologação) of such judgment by the Brazilian Federal Supreme Court (Superior Tribunal de Justiça).

        The foreign judgment will be confirmed if:

•

it fulfills all formalities required for its enforceability under the laws of the country that granted the foreign judgment;



•

it was issued by a competent court in the jurisdiction where the judgment was awarded after service of process was properly made in accordance with applicable law, or after a default judgment (revelia) of the relevant defendant is verified under such laws, as the case may be;



•

it is not subject to appeal;



•

it is for the payment of a sum certain of money;



•

it is authenticated (legalizada) by a Brazilian consular office in the country where it was issued, and is accompanied by a sworn translation into Portuguese; and



•

it is not contrary to Brazilian national sovereignty (soberania nacional), public policy (ordem pública) or good morals (bons costumes) (as set forth in Brazilian law), and does not contain any provision which for any reason would not be upheld by the courts of Brazil.

        Notwithstanding the foregoing, we cannot assure you that such confirmation would be obtained, that the process described above would be conducted in a timely manner or that a Brazilian court would enforce a monetary judgment for violation of the U.S. securities laws with respect to the new notes or the old notes, as the case may be.

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        Our Brazilian legal counsel, Machado, Meyer, Sendacz e Opice Advogados, has also advised us that:

•

as a plaintiff, you may bring an original action predicated on the U.S. securities laws in Brazilian courts and that, subject to applicable laws, Brazilian courts may enforce liabilities in these types of actions against us, our respective directors, and certain of our respective officers and advisors under certain circumstances;



•

if you reside outside Brazil and own no real property in Brazil, you must provide a bond sufficient to guarantee court costs and legal fees, including the defendant's attorneys' fees, as determined by the Brazilian court in connection with litigation in Brazil, except in the case of the enforcement of a foreign judgment which has been confirmed by the Brazilian Federal Supreme Court; and



•

Brazilian law limits investors' abilities as judgment creditors to satisfy a judgment against their debtors by attaching certain of their respective assets.

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PART II
Information not Required in Prospectus

Indemnification of Directors and Officers

        Neither the laws of Brazil nor our charter or other constitutive documents provide for indemnification of directors and officers. Our directors and officers are insured in connection with certain liabilities incurred in their respective capacities as directors or officers of us.

Item 21.    Exhibits

The following documents are filed as part of this registration statement:

Exhibit Number	Description
3.1	Articles of Incorporation of Tevecap S.A.
3.2	Articles of Incorporation of TVA Sistema de Televisão S.A.
3.3	Articles of Incorporation of TVA Sul Parana Ltda.
3.4	Articles of Incorporation of Comercial Cabo TV São Paulo Ltda.
3.5	Articles of Incorporation of CCS-Camboriú Cable System de TeleComunicações Ltda.
3.6	Memorandum and Articles of Association of TVA Communications Ltd.
4.1	Indenture dated as of December 21, 2004 among Tevecap S.A., HSBC Bank USA, National Association, as indenture trustee, registrar, New York paying agent, transfer agent and principal paying agent.
4.2	Supplement to Indenture, dated as of December 21, 2004, among Tevecap, the Trustee and the Subsidiary Guarantors.
4.7	Form of Debt Security (included in Exhibit 4.1)
5.1	Opinion of Mayer, Brown, Rowe & Maw LLP with respect to the new notes.
5.2	Opinion of Machado, Meyer, Sendacz e Opice, with respect to authorization of the new notes and the enforcement of civil liabilities in Brazil.
5.3	Opinion of Harney, Westwood & Riegels with respect to authorization of the subsidiary guarantee by TVA Communications Ltd.
10.8	Service Agreement dated July 22, 1994, among TVA Brasil Radioenlaces Ltda., Televisão Show Time Ltd., Abril S.A. and Tevecap S.A.(1)
12.1	Computation of Ratio of Earnings to Fixed Charges.
23.1	Consent of Deloitte Touche Tohmatsu.
23.2	Consent of Mayer, Brown, Rowe & Maw LLP (included in Exhibit 5.1).
23.3	Consent of Machado, Meyer, Sendacz e Opice Advogados (included in Exhibit 5.2).
23.4	Consent of Harney, Westwood & Riegels (included in Exhibit 5.3).
24.1	Powers of Attorney (included on the Signature Pages).
25.1	Statement of Eligibility under the Trust Indenture Act of 1939 on Form T-1 of HSBC Bank USA, National Association, as Trustee.(2)
99.1	Form of Letter of Transmittal.
99.2	Form of Notice of Guaranteed Delivery.
99.3	Form of Letter to Clients
99.4	Form of Letter to Nominees.

(1)

Filed as an exhibit to our Registration Statement on Form F-4, filed on October 14, 1997.

(2)

Filed as an exhibit to our Registration Statement on Form F-4, filed on September 27, 2004.

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Item 22.    Undertakings

        (a)   The registrant hereby undertakes:

        (1)   To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

        (i)    to include any prospectus required by Section 10(a)(3) of the Securities Act of 1933, as amended;

        (ii)   to reflect in the prospectus any facts or events arising after the effective date of the registration statement, or the most recent post-effective amendment thereof, which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement; and

        (iii)  to include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement.

        (2)   That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered herein, and the offering of such securities at that time shall be deemed to be the initial protected offering thereof.

        (3)   To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

        (4)   To file a post-effective amendment to the Registration Statement to include any financial statements required by Item 8 of Form 20-F at the start of any delayed offering or throughout a continuous offering.

        (b)   The undersigned registrant undertakes hereby that, for purposes of determining liability under the Securities Act of 1933, each filing of the registrant's annual report pursuant to section 13(a) or 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan's annual report pursuant to section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

        (c)   Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers or persons controlling the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been informed that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is therefore unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the co-registrant of expenses incurred or paid by a director, officer or controlling person of the co-registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the co-registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

        (d)   The registrant hereby undertakes that (i) to respond to requests for information that is incorporated by reference into the prospectus pursuant to Items 4, 10(b), 11, or 13 of this Form, within one business day of receipt of such request, and to send the incorporated documents by first class mail or other equally prompt means, and (ii) to arrange or provide for a facility in the U.S. for the purpose of responding to such requests. The undertaking in subparagraph (i) above include information contained in documents filed subsequent to the effective date of the registration statement through the date of responding to the request.

        (e)   To supply by means of a post-effective amendment all information concerning a transaction that was not the subject of and included in the registration statement when it became effective.

42

Signature Page of Tevecap S.A.

        Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of São Paulo, Brazil on September 28, 2005.

TEVECAP S.A.
By:	/s/ Leila Abraham Loria
Name:	Leila Abraham Loria
Title:	Attorney-in-fact
By:	/s/ Carlos Eduardo Malagoni
Name:	Carlos Eduardo Malagoni
Title:	Attorney-in-fact

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoint each of Leila Abraham Loria and Carlos Eduardo Malagoni to act as his/her true and lawful attorney-in-fact and agent, with full power of substitution, for him/her and in his/her name, place and stead, in any and all such capacities, to sign any and all amendments, including post-effective amendments, and supplements to this registration statement, and all additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto and other documents in connection therewith, with the United States Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as s/he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his/her substitute or substitutes, may lawfully do or cause to be done in virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement on Form F-4 has been signed by the following persons in the following capacities on the dates indicated.

SIGNATURE	TITLE	DATE
/s/ Leila Abraham Loria Leila Abraham Loria	Chief Executive Officer (Principal Executive Officer)	September 28, 2005
/s/ Carlos Eduardo Malagoni Carlos Eduardo Malagoni	Chief Financial Officer (Principal Financial Officer)	September 28, 2005
/s/ Manoel Bizarria Guilherme Neto Manoel Bizarria Guilherme Neto	Chief Controller (Principal Accounting Officer)	September 28, 2005
/s/ Maurizio Mauro Maurizio Mauro	Chairman of the Board of Directors	September 28, 2005
/s/ Valter Pasquini Valter Pasquini	Director	September 28, 2005
/s/ Arnaldo Figueiredo Tibyriçá Arnaldo Figueiredo Tibyriçá	Director	September 28, 2005
/s/ Deborah Patricia Wright Deborah Patricia Wright	Director	September 28, 2005
/s/ Leila Abraham Loria Leila Abraham Loria	Director	September 28, 2005
/s/ Marcelo Vaz Bonini Marcelo Vaz Bonini	Director	September 28, 2005

43

Signature Pages of the Subsidiary Guarantors

        Pursuant to the requirements of the Securities Act, each Subsidiary Guarantor has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of São Paulo, Brazil on September 28, 2005.

TVA SISTEMA DE TELEVISÃO S.A.
By:	/s/ Leila Abraham Loria
Name:	Leila Abraham Loria
Title:	Attorney-in-fact
By:	/s/ Carlos Eduardo Malagoni
Name:	Carlos Eduardo Malagoni
Title:	Attorney-in-fact

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoint each of Leila Abraham Loria and Carlos Eduardo Malagoni to act as his/her true and lawful attorney-in-fact and agent, with full power of substitution, for him/her and in his/her name, place and stead, in any and all such capacities, to sign any and all amendments, including post-effective amendments, and supplements to this registration statement, and all additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto and other documents in connection therewith, with the United States Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as s/he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his/her substitute or substitutes, may lawfully do or cause to be done in virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement on Form F-4 has been signed by the following persons in the following capacities on the dates indicated.

SIGNATURE	TITLE	DATE
/s/ Leila Abraham Loria Leila Abraham Loria	Chief Executive Officer (Principal Executive Officer)	September 28, 2005
/s/ Carlos Eduardo Malagoni Carlos Eduardo Malagoni	Chief Financial Officer (Principal Financial Officer)	September 28, 2005
/s/ Manoel Bizarria Guilherme Neto Manoel Bizarria Guilherme Neto	Chief Controller (Principal Accounting Officer)	September 28, 2005

44

TVA SUL PARANA LTDA.
By:	/s/ Leila Abraham Loria
Name:	Leila Abraham Loria
Title:	Attorney-in-fact
By:	/s/ Carlos Eduardo Malagoni
Name:	Carlos Eduardo Malagoni
Title:	Attorney-in-fact

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoint each of Leila Abraham Loria and Carlos Eduardo Malagoni to act as his/her true and lawful attorney-in-fact and agent, with full power of substitution, for him/her and in his/her name, place and stead, in any and all such capacities, to sign any and all amendments, including post-effective amendments, and supplements to this registration statement, and all additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto and other documents in connection therewith, with the United States Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as s/he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his/her substitute or substitutes, may lawfully do or cause to be done in virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement on Form F-4 has been signed by the following persons in the following capacities on the dates indicated.

SIGNATURE	TITLE	DATE
/s/ Leila Abraham Loria Leila Abraham Loria	Chief Executive Officer (Principal Executive Officer)	September 28, 2005
/s/ Carlos Eduardo Malagoni Carlos Eduardo Malagoni	Chief Financial Officer (Principal Financial Officer)	September 28, 2005
/s/ Manoel Bizarria Guilherme Neto Manoel Bizarria Guilherme Neto	Chief Controller (Principal Accounting Officer)	September 28, 2005

45

COMERCIAL CABO TV SÃO PAULO LTDA.
By:	/s/ Leila Abraham Loria
Name:	Leila Abraham Loria
Title:	Attorney-in-fact
By:	/s/ Carlos Eduardo Malagoni
Name:	Carlos Eduardo Malagoni
Title:	Attorney-in-fact

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoint each of Leila Abraham Loria and Carlos Eduardo Malagoni to act as his/her true and lawful attorney-in-fact and agent, with full power of substitution, for him/her and in his/her name, place and stead, in any and all such capacities, to sign any and all amendments, including post-effective amendments, and supplements to this registration statement, and all additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto and other documents in connection therewith, with the United States Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as s/he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his/her substitute or substitutes, may lawfully do or cause to be done in virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement on Form F-4 has been signed by the following persons in the following capacities on the dates indicated.

SIGNATURE	TITLE	DATE
/s/ Marcelo Vaz Bonini Marcelo Vaz Bonini	Chief Executive Officer (Principal Executive Officer)	September 28, 2005
/s/ Vito Chiarella Neto Vito Chiarella Neto	Chief Financial Officer (Principal Financial Officer)	September 28, 2005
/s/ Manoel Bizarria Guilherme Neto Manoel Bizarria Guilherme Neto	Chief Controller (Principal Accounting Officer)	September 28, 2005
/s/ Leila Abraham Loria Leila Abraham Loria	Officer	September 28, 2005
/s/ Carlos Eduardo Malagoni Carlos Eduardo Malagoni	Officer	September 28, 2005

46

CCS-CAMBORIÚ CABLE SYSTEM DE TELECOMUNICAÇÕES LTDA.
By:	/s/ Leila Abraham Loria
Name:	Leila Abraham Loria
Title:	Attorney-in-fact
By:	/s/ Carlos Eduardo Malagoni
Name:	Carlos Eduardo Malagoni
Title:	Attorney-in-fact

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoint each of Leila Abraham Loria and Carlos Eduardo Malagoni to act as his/her true and lawful attorney-in-fact and agent, with full power of substitution, for him/her and in his/her name, place and stead, in any and all such capacities, to sign any and all amendments, including post-effective amendments, and supplements to this registration statement, and all additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto and other documents in connection therewith, with the United States Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as s/he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his/her substitute or substitutes, may lawfully do or cause to be done in virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement on Form F-4 has been signed by the following persons in the following capacities on the dates indicated.

SIGNATURE	TITLE	DATE
/s/ Leila Abraham Loria Leila Abraham Loria	Chief Executive Officer (Principal Executive Officer)	September 28, 2005
/s/ Carlos Eduardo Malagoni Carlos Eduardo Malagoni	Chief Financial Officer (Principal Financial Officer)	September 28, 2005
/s/ Manoel Bizarria Guilherme Neto Manoel Bizarria Guilherme Neto	Chief Controller (Principal Accounting Officer)	September 28, 2005

47

TVA COMMUNICATIONS LTD.
By:	/s/ Leila Abraham Loria
Name:	Leila Abraham Loria
Title:	Attorney-in-fact
By:	/s/ Carlos Eduardo Malagoni
Name:	Carlos Eduardo Malagoni
Title:	Attorney-in-fact

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoint each of Leila Abraham Loria and Carlos Eduardo Malagoni to act as his/her true and lawful attorney-in-fact and agent, with full power of substitution, for him/her and in his/her name, place and stead, in any and all such capacities, to sign any and all amendments, including post-effective amendments, and supplements to this registration statement, and all additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto and other documents in connection therewith, with the United States Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as s/he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his/her substitute or substitutes, may lawfully do or cause to be done in virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement on Form F-4 has been signed by the following persons in the following capacities on the dates indicated.

SIGNATURE	TITLE	DATE
/s/ Leila Abraham Loria Leila Abraham Loria	Chief Executive Officer (Principal Executive Officer)	September 28, 2005
/s/ Carlos Eduardo Malagoni Carlos Eduardo Malagoni	Chief Financial Officer (Principal Financial Officer)	September 28, 2005
/s/ Manoel Bizarria Guilherme Neto Manoel Bizarria Guilherme Neto	Chief Controller (Principal Accounting Officer)	September 28, 2005

48

QuickLinks

TABLE OF CONTENTS
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
WHERE YOU CAN FIND MORE INFORMATION
PROSPECTUS SUMMARY
TEVECAP
THE EXCHANGE OFFER
THE NEW NOTES
TIMETABLE FOR THE OFFERING
RISK FACTORS
FORWARD-LOOKING STATEMENTS
USE OF PROCEEDS
DESCRIPTION OF THE NOTES
THE EXCHANGE
TAX CONSIDERATIONS
EXPERTS
LEGAL MATTERS
ENFORCEABILITY OF CIVIL LIABILITIES
PART II Information not Required in Prospectus
Item 21. Exhibits
Item 22. Undertakings

EX-3.1

Exhibit 3.1

I hereby certify that the exhibit attached hereto is a fair and accurate English translation of the Articles of Incorporation of Tevecap S.A.

By:	/s/ Carlos Eduardo Malagoni
	Name: Carlos Eduardo Malagoni
	Title: Attorney-in-fact

Date:  September 28, 2005

Protocol JUCESP: 481666/95-3

TEVECAP S.A.

CNPJ No. 57.574.170/0001-05

NIRE 35300139623

MINUTES OF THE ANNUAL SHAREHOLDERS MEETING

HELD ON NOVEMBER 30, 1995

PLACE AND DATE: Meeting held at the Company’s principal place of business, at Rua do Rocio, 313, suite 101, in the City of São Paulo, State of São Paulo, at 4 p.m.

ATTENDANCE: Shareholders representing all the share capital.

PRESIDING OFFICERS: Chairman – Robert Civita; Secretary – José Augusto P. Moreira.

AGENDA: (1) Inclusion of activity in the business purpose; (2) increase of the share capital; (3) reformulation of restatement to the By-laws; (4) election of members of the Board of Directors; (5) indication of members of the Advisory Council.

RESOLUTIONS: 1. The inclusion of performance of telecommunications services, especially pay TV in any kind, into the Company business purpose is hereby approved.

2. The increase of the share capital from two hundred and forty-two million, one hundred and fifty-nine thousand and two hundred Reais (R$ 242,159,200.00) to three hundred and fourteen million, seven hundred and six thousand and seven hundred Reais (R$ 314,706,700.00), i.e., an increase of seventy-two million, five hundred and forty-seven thousand and five hundred Reais (R$ 72,547,500.00), by means of the issuance of thirty-four million, seven hundred and fourteen thousand and thirty-five (34,714,035) new registered common shares, with no par value, was approved. In addition, the inclusion of Hearst/ABC Video Services II into the Company was approved, with the express consent of the other shareholders, who waived their preemption right to the subscription of such shares. The shares issued are hereby fully subscribed and shall be paid in up to December 6, 1995, in Brazilian currency, in accordance with the subscription bulletin which, after certified by the presiding officers and executed by the subscriber, was filed in the Company’s principal place of business;

3. The reformulation of the By-laws was approved, including: a) amendment to the business purpose; b) change in the share capital; c) change in the number of members of the Board of Directors; d) change in the number of members of the Audit Committee; e) restatement of the By-laws so as to reflect the amendments mentioned in letters “a” and “d” above, which By-laws shall become effective with the wording attached hereto, which attachment shall be certified by the presiding-officers and shall become part hereof, irrespective of transcription;

4. The election of the following Directors and respective alternates was approved, who hereby are assigned and transferred one (1) share of the Company share capital, which assignment was duly registered with the Company’s Registered Shares Transfer Register: Director: Giancarlo Francesco Civita; Alternate of the Director: Isacco Zarmati; Director: Thomaz Souto Corrêa Netto; Alternate of the Director: Luiz Gabriel Cepeda Rico; Director: Jorge Fernando Koury Lopes; Alternate of the Director: Leonardo Barém Leite; Director: Oswaldo Leite de Moraes Filho; Alternate of the Director: Miriam de Lourdes Medeiros e Silva Machado, all identified below. As a consequence of the election of the Directors above, the Company Board of Directors, with a term of office exceptionally up to the holding of the Annual Shareholder Meeting of 1996, shall be as follows: (a) Chairman: Robert Civita, Brazilian, judicially separated, publisher, bearer of Identity Card RG No. 1.666.785 and registered with the Individual Taxpayers Register of the Ministry of Finance under CPF No. 006.890.178-04, resident

and domiciled in the Capital City of the State of São Paulo, at Rua Escócia, 253 – apt. 11; Alternate of the Director: Victor Civita, Brazilian, married, bachelor degree in political sciences, bearer of Identity Card RG No. 6.166.935 and registered with the Individual Taxpayers Register of the Ministry of Finance under CPF No. 040.666.138-37, resident and domiciled in the Capital City of the State of São Paulo, at Rua Piconé, 53; (b) Director: José Augusto Pinto Moreira, Brazilian, married, economist, bearer of Identity Card RG No. 2.944.700 and registered with the Individual Taxpayers Register of the Ministry of Finance under CPF No. 128.701.967-68, resident and domiciled at Alameda Argentina, 406 (Alphaville II), in the City of Barueri, State of São Paulo; Alternate of the Director: Valter Pasquini, Brazilian, married, engineer, bearer of Identity Card RG No. 3.643.843 and registered with the Individual Taxpayers Register of the Ministry of Finance under CPF No. 297.183.928-15, resident and domiciled in the Capital City of the State of São Paulo, at Rua Dr. José Carlos de Toledo Piza, 215, Morumbi; (c) Director: Robert Hefley Blocker, Brazilian, divorced, business administrator, bearer of Identity Card RG No. 17.470.959 and registered with the Individual Taxpayers Register of the Ministry of Finance under CPF No. 007.336.878-49, resident and domiciled in the Capital City of the State of São Paulo, at Rua São Carlos do Pinhal, 743, 4^th floor; Alternate of the Director: Fatima Ahmad Ali, Brazilian, divorced, journalist, bearer of Identity Card RG No. 3.089.193 and registered with the Individual Taxpayers Register of the Ministry of Finance under CPF No. 028.881.658-72, resident and domiciled in the Capital City of the State of São Paulo, at Rua Bauru, 216, Pacaembu; (d) Director: Giancarlo Francesco Civita, Brazilian, married, bachelor degree in Social Communication, bearer of Identity Card RG No. 6.167.806 and registered with the Individual Taxpayers Register of the Ministry of Finance under CPF No. 040.666.108-11, resident and domiciled in the Capital City of the State of São Paulo, at Rua Capitão Antonio Rosa, 07; Alternate of the Director: Isacco Zarmati, Brazilian, married, civil engineer, bearer of Identity Card RG No. 3.128.036-5 and registered with the Individual Taxpayers Register of the Ministry of Finance under CPF No. 029.932.878-34, resident and domiciled in the Capital City of the State of São Paulo, at Rua Albuquerque Lins, 915; (e) Director: Thomaz Souto Corrêa Netto, Brazilian, single, journalist, bearer of Identity Card RG No. 2.254.403 and registered with the Individual Taxpayers Register of the Ministry of Finance under CPF No. 008.807.018-20, resident and domiciled in the Capital City of the State of São Paulo, at Rua Araçari, 139 – apt. 06; Alternate of the Director: Luiz Gabriel Cepeda Rico, Brazilian, married, engineer, bearer of Identity Card RG No. 3.403.698 and registered with the Individual Taxpayers Register of the Ministry of Finance under CPF No. 321.649.558-20, resident and domiciled in the Capital City of the State of São Paulo, at Rua Chibata Miyakoshi, 300 – Block B – 10^th floor; (f) Director: Francisco Savio Couto Pinheiro, Brazilian, married, engineer, bearer of Identity Card RG No. 3.064.761/RJ and registered with the Individual Taxpayers Register of the Ministry of Finance under CPF No. 336.882.907-63, resident and domiciled at SHIS – Q I – 27, suite 1 – house 15, in Brasília, Federal District; (g) Director: Peter John Trevor Grant Anderson, Brazilian, married, banker, bearer of Identity Card RG No. 3.331.506 and registered with the Individual Taxpayers Register of the Ministry of Finance under CPF No. 066.982.718-53, resident and domiciled in the Capital City of the State of São Paulo, at Rua Silveira Sampaio, 190; Alternate of the Director: John Peter Harper, British, married, economist, bearer of Foreigners Identity Card RNE No. W-226520/W and registered with the Individual Taxpayers Register of the Ministry of Finance under CPF No. 059.008.178-68, resident and domiciled in the Capital City of the State of São Paulo, at Rua Sabará, 213 – apt. 32; (h) Director: Sergio Vladimirschi Junior, Brazilian, married, businessman, bearer of Identity Card RG No. 14.188.274 and registered with the Individual Taxpayers Register of the Ministry of Finance under CPF No. 128.909.598-13, resident and domiciled in the Capital City of the State of São Paulo, at Rua Guayaquil, 114; Alternate of the Director: Viviane Vladimirschi, Brazilian, single, of age, psychologist, bearer of Identity Card RG No. 13.485.275 and registered with the Individual Taxpayers Register of the Ministry of Finance under CPF No. 063.828.858-43, resident and domiciled in the Capital City of the State of São Paulo, at Alameda Franca, 84 – apt. 191; (i) Director: José Luiz de Salles Freire, Brazilian, divorced, lawyer, bearer of Identity Card RG No. 3.966.406 and registered with the Individual Taxpayers Register of the Ministry of Finance under CPF No. 265.116.658-87, resident and domiciled in the Capital City of the State of São Paulo, at Rua 31 de Março, 531; Alternate of the Director: Nina Vladimirschi Farina,

American, married, advertiser, bearer of Foreigners Identity Card RNE No. W562051-G and registered with the Individual Taxpayers Register of the Ministry of Finance under CPF No. 213.275.668-69, resident and domiciled in the Capital City of the State of São Paulo, at Rua Lelis Vieira, 185; (j) Director: Jorge Fernando Koury Lopes, Brazilian, married, lawyer, bearer of Identity Card RG No. 5.262.528 and registered with the Individual Taxpayers Register of the Ministry of Finance under CPF No. 588.944.978-87, with offices in the Capital City of the State of São Paulo, at Alameda Campinas, 1070; Alternate of the Director: Leonardo Barém Leite, Brazilian, married, lawyer, bearer of Identity Card RG No. 13.611.342 and registered with the Individual Taxpayers Register of the Ministry of Finance under CPF No. 111.367.728-71, with offices in the Capital City of the State of São Paulo, at Alameda Campinas, 1070; (l) Director: Oswaldo Leite de Moraes Filho, Brazilian, married, lawyer, bearer of Identity Card RG No. 3.596.880 and registered with the Individual Taxpayers Register of the Ministry of Finance under CPF No. 416.116.918-34, resident and domiciled in the Capital City of the State of São Paulo, at Alameda Campinas, 1070; Alternate of the Director: Miriam de Lourdes Medeiros e Silva Machado, Brazilian, single, lawyer, bearer of Identity Card RG No. 16.540.320 and registered with the Individual Taxpayers Register of the Ministry of Finance under CPF No. 083.904.508-52, resident and domiciled in the Capital City of the State of São Paulo, at Alameda Campinas, 1070. The remuneration of the members of the Board of Directors fixed in the Annual Shareholders Meeting of April 27, 1995 shall be ratified.

4. The indication of new members to compose the Advisory Council, a body with an exclusive advisory character, the resolutions of which shall not bind the Company and its management bodies, was approved, and the said body shall have the following composition: Chairman: (a) Chairman: Robert Civita, Brazilian, judicially separated, publisher, bearer of Identity Card RG No. 1.666.785 and registered with the Individual Taxpayers Register of the Ministry of Finance under CPF No. 006.890.178-04, resident and domiciled in the Capital City of the State of São Paulo, at Rua Escócia, 253 – apt. 11; Alternate of the Director: Victor Civita, Brazilian, married, bachelor degree in political sciences, bearer of Identity Card RG No. 6.166.935 and registered with the Individual Taxpayers Register of the Ministry of Finance under CPF No. 040.666.138-37, resident and domiciled in the Capital City of the State of São Paulo, at Rua Piconé, 53; (b) Director: José Augusto Pinto Moreira, Brazilian, married, economist, bearer of Identity Card RG No. 2.944.700 and registered with the Individual Taxpayers Register of the Ministry of Finance under CPF No. 128.701.967-68, resident and domiciled at Alameda Argentina, 406 (Alphaville II), in the City of Barueri, State of São Paulo; Alternate of the Director: Valter Pasquini, Brazilian, married, engineer, bearer of Identity Card RG No. 3.643.843 and registered with the Individual Taxpayers Register of the Ministry of Finance under CPF No. 297.183.928-15, resident and domiciled in the Capital City of the State of São Paulo, at Rua Dr. José Carlos de Toledo Piza, 215, Morumbi; (c) Director: Robert Hefley Blocker, Brazilian, divorced, business administrator, bearer of Identity Card RG No. 17.470.959 and registered with the Individual Taxpayers Register of the Ministry of Finance under CPF No. 007.336.878-49, resident and domiciled in the Capital City of the State of São Paulo, at Rua São Carlos do Pinhal, 743, 4^th floor; Alternate of the Director: Fatima Ahmad Ali, Brazilian, divorced, journalist, bearer of Identity Card RG No. 3.089.193 and registered with the Individual Taxpayers Register of the Ministry of Finance under CPF No. 028.881.658-72, resident and domiciled in the Capital City of the State of São Paulo, at Rua Bauru, 216, Pacaembu; (d) Director: Giancarlo Francesco Civita, Brazilian, married, bachelor degree in Social Communication, bearer of Identity Card RG No. 6.167.806 and registered with the Individual Taxpayers Register of the Ministry of Finance under CPF No. 040.666.108-11, resident and domiciled in the Capital City of the State of São Paulo, at Rua Capitão Antonio Rosa, 07; Alternate of the Director: Isacco Zarmati, Brazilian, married, civil engineer, bearer of Identity Card RG No. 3.128.036-5 and registered with the Individual Taxpayers Register of the Ministry of Finance under CPF No. 029.932.878-34, resident and domiciled in the Capital City of the State of São Paulo, at Rua Albuquerque Lins, 915; (e) Director: Thomaz Souto Corrêa Netto, Brazilian, single, journalist, bearer of Identity Card RG No. 2.254.403 and registered with the Individual Taxpayers Register of the Ministry of Finance under CPF No. 008.807.018-20, resident and domiciled in the Capital

City of the State of São Paulo, at Rua Araçari, 139 – apt. 06; Alternate of the Director: Luiz Gabriel Cepeda Rico, Brazilian, married, engineer, bearer of Identity Card RG No. 3.403.698 and registered with the Individual Taxpayers Register of the Ministry of Finance under CPF No. 321.649.558-20, resident and domiciled in the Capital City of the State of São Paulo, at Rua Chibata Miyakoshi, 300 – Block B – 10^th floor; (f) Director: Francisco Savio Couto Pinheiro, Brazilian, married, engineer, bearer of Identity Card RG No. 3.064.761/RJ and registered with the Individual Taxpayers Register of the Ministry of Finance under CPF No. 336.882.907-63, resident and domiciled at SHIS – Q I – 27, suite 1 – house 15, in Brasília, Federal District; (g) Director: Peter John Trevor Grant Anderson, Brazilian, married, banker, bearer of Identity Card RG No. 3.331.506 and registered with the Individual Taxpayers Register of the Ministry of Finance under CPF No. 066.982.718-53, resident and domiciled in the Capital City of the State of São Paulo, at Rua Silveira Sampaio, 190; Alternate of the Director: John Peter Harper, British, married, economist, bearer of Foreigners Identity Card RNE No. W-226520/W and registered with the Individual Taxpayers Register of the Ministry of Finance under CPF No. 059.008.178-68, resident and domiciled in the Capital City of the State of São Paulo, at Rua Sabará, 213 – apt. 32; (h) Director: Marc Nathanson, American, married, businessman, registered with the Social Security No. ###-##-####, resident and domiciled in the City of Los Angeles, State of California, USA, at 282 South Mapleton Drive; (i) Director: Tully Michael Friedman, American, married, businessman, registered with Social Security No. ###-##-####, resident and domiciled in the City of San Francisco, State of California, USA, at 1 Maritime Plaza, Suite 1200; (j) Director: Jorge Fernando Koury Lopes, Brazilian, married, lawyer, bearer of Identity Card RG No. 5.262.528 and registered with the Individual Taxpayers Register of the Ministry of Finance under CPF No. 588.944.978-87, with offices in the Capital City of the State of São Paulo, at Alameda Campinas, 1070; Alternate of the Director: Leonardo Barém Leite, Brazilian, married, lawyer, bearer of Identity Card RG No. 13.611.342 and registered with the Individual Taxpayers Register of the Ministry of Finance under CPF No. 111.367.728-71, with offices in the Capital City of the State of São Paulo, at Alameda Campinas, 1070; (l) Director: Oswaldo Leite de Moraes Filho, Brazilian, married, lawyer, bearer of Identity Card RG No. 3.596.880 and registered with the Individual Taxpayers Register of the Ministry of Finance under CPF No. 416.116.918-34, resident and domiciled in the Capital City of the State of São Paulo, at Alameda Campinas, 1070; Alternate of the Director: Miriam de Lourdes Medeiros e Silva Machado, Brazilian, single, lawyer, bearer of Identity Card RG No. 16.540.320 and registered with the Individual Taxpayers Register of the Ministry of Finance under CPF No. 083.904.508-52, resident and domiciled in the Capital City of the State of São Paulo, at Alameda Campinas, 1070.

The alternates of the directors Francisco Savio Couto Pinheiro, Tully Michael Friedman and Marc Nathanson, shall be elected upon the next Shareholders Meeting.

QUORUM: The resolutions were approved by unanimous vote of those present.

CLOSING: As there was no further business to transact, and as nobody wanted to speak, the meeting was adjourned, and these minutes were signed by all shareholders present. São Paulo, November 30, 1995. (signed) Chairman – Robert Civita; Secretary – José Augusto P. Moreira; Shareholders: ABRILCAP COMÉRCIO E PARTICIPAÇÕES LTDA. (represented by its Executive Officers, Robert Civita and José Augusto P. Moreira); HARPIA HOLDINGS LIMITED and CURUPIRA HOLDINGS LIMITED (represented by its Deputy Executive Officer, Marcilio Macedo de Andrade); FALCON INTERNATIONAL COMMUNICATIONS LTD. (represented by its attorney-in-fact José Luiz Salles Freire); ROBERT CIVITA; JOSÉ AUGUSTO PINTO MOREIRA; GIANCARLO FRANCESCO CIVITA; VICTOR CIVITA; ROBERT HEFLEY BLOCKER; VALTER PASQUINI; FÁTIMA AHMAD ALI and FRANCISCO SÁVIO COUTO PINHEIRO (represented by its attorney-in-fact José Augusto P. Moreira); PETER JOHN TREVOR GRANT ANDERSON and JOHN PETER HARPER (represented by its attorney-in-fact Marcilio Macedo de Andrade); JOSÉ LUIZ DE SALLES FREIRE; SÉRGIO VLADIMIRSCHI JÚNIOR, VIVIANE VLADIMIRSCHI and NINA VLADIMIRSCHI FARINA (represented by its attorney-in-fact José Luiz Salles Freire).

Conforms to the original.

(sgd)

José Augusto P. Moreira

Secretary

Registration certified by the Commercial Registry of São Paulo under No. 206.942/95-3.

TEVECAP S.A.

CNPJ No. 57.574.170/0001-05

NIRE 35300139623

LIST OF ATTENDANCE OF SHAREHOLDERS

MINUTES OF THE ANUAL SHAREHOLDERS MEETING

HELD ON NOVEMBER 30, 1995, AT 4:00 p.m.

	SIGNATURE OF THE SHAREHOLDER OR ATTORNEY-IN-FACT	NATIONALITY	ADDRESS	AMOUNT OF SHARES
01	ABRILCAP COM. PARTIC. LTDA	-	Rua do Rocio, 313, cj. 101-SP	111,075,321
02	ROBERT CIVITA	Brazilian	Rua Escócia, 253, apt. 11-SP	1
03	GIANCARLO F. CIVITA	Brazilian	Rua Capitão Antonio Rosa, 7-SP	1
04	VICTOR CIVITA	Brazilian	Rua Poconé, 53 – SP	1
05	JOSÉ AUGUSTO PINTO MOREIRA	Brazilian	Alameda Argentina, 406, Alphaville II Barueri-SP	1
06	ROBERT HEFLEY BLOCKER	Brazilian	Rua São Carlos do Pinhal, 743/4th – SP	1
07	VALTER PASQUINI	Brazilian	R. Dr. José Carlos de T. Piza, 215-SP	1
08	FÁTIMA AHMAD ALI	Brazilian	Rua Bauru, 216 – SP	1
09	FRANCISCO SÁVIO COUTO PINHEIRO	Brazilian	SHIS – QI-27 – suite 1 – house 15 – Brasília/Federal District	1
10	HARPIA HOLDINGS LTDA	-	Company with principal place of business in the Cayman Islands	11,496,329
11	CURUPIRA HOLDINGS LTDA	-	Company with principal place of business in the Cayman Islands	11,496,329
12	PETER JOHN T. G. ANDERSON	Brazilian	Rua Silveira Sampaio, 190 - SP	1
13	JOHN PETER HARPER	British	Rua Sabará, 213 – apt. 32 - SP	1
14	FALCON INTERNATIONAL COMMUNICATIONS LTD.	-	Company with principal place of business in the Bermudas	27,930,827

15	SÉRGIO VLADIMIRSCHI JÚNIOR	Brazilian	Rua Guayaquil, 114 - SP	1
16	JOSÉ LUIS DE SALLES FREIRE	Brazilian	Rua 31 de Março, 531 - SP	1
17	VIVIANE VLADIMIRSCHI	Brazilian	Alameda Franca, 84 – apt. 191-SP	1
18	NINA VLADIMIRSCHI FARINA	American	Rua Lelis Vieira, 185 – SP	1
TOTAL				161,998,820

Conforms to the original.

(sgd)

José Augusto P. Moreira

Secretary

TEVECAP S.A.

CNPJ No. 57.574.170/0001-05

NIRE 35300139623

SUBSCRIPTION BULLETIN

MINUTES OF THE SPECIAL SHAREHOLDERS MEETING

HELD ON NOVEMBER 30, 1995

Subscription of the share capital increase, resolved at the Special Shareholders Meeting held on November 30, 1995.

Issuance of thirty-four million, seven hundred and fourteen thousand and thirty-five (34,714,035) registered common shares, with no par value, fully subscribed on the date hereof, to be paid in up to December 6, 1995, in the Brazilian currency.

NAME AND IDENTIFICATION OF THE SUBSCRIBER	REGISTERED COMMON SHARES	AMOUNT PAID IN (R$)
Hearst/ABC Video Services II, a company organized and validly existing pursuant to the laws of New York, with its principal place of business at 959, Eight Avenue, New York, NY, herein represented by Rogério Cruz Themudo Lessa, Brazilian, married, lawyer, bearer of Identity Card RG No. 3.202.060 and registered with the Individual Taxpayers Register of the Ministry of Finance under CPF No. 227.873.728-72, with offices at Alameda Campinas, 1070, in the City of São Paulo, State of São Paulo.	34,714,035	72,547,500.00
	(ass)Hearst/ABC Video Services IIRogerio Cruz Themudo Lessa

Conforms to the original.

TEVECAP S.A.

(sgd) (sgd)

José Augusto P. Moreira - Cláudio César D´Emílio

TEVECAP S.A.

BY-LAWS

CHAPTER I

NAME, DURATION, PRINCIPAL PLACE OF BUSINESS AND BUSINESS PURPOSE

1.The joint stock company named TEVECAP S.A., organized for an indefinite term of duration, shall be governed by the provisions of these By-laws and by the applicable legal provisions.

2.The principal place of business and jurisdiction of the Company are at Rua do Rocio, 313, Suite 101, in the City of São Paulo, State of São Paulo, and by resolution of the Board of Directors, may open branches, agencies, or representation offices anywhere within Brazilian territory, whereas the opening of branches abroad shall depend on a resolution by the Shareholders Meeting.

3.The business purposes of the Company are the (i) production, acquisition, licensing, distribution, import and export of television programs of its own or of third parties; (ii) provision of telecommunications services, especially any modality of pay TV and other services relating to broadcasting systems, reception and distribution of signals and television programs; (iii) exploitation of advertising and publicity; and (iv) holding equity interest in other companies, especially companies exploring the communications field.

CHAPTER II

SHARE CAPITAL

4.The share capital of the Company, in the amount of three hundred and fourteen million, seven hundred and six thousand, seven hundred Reais (R$ 314,706,700.00), is divided into, and represented by, one hundred and ninety-six million, seven hundred and twelve thousand, eight hundred and fifty three (196,712,853) common registered shares, without par value.

5.Each common registered share shall be entitled to one vote in resolutions of the Shareholders Meeting.

6.Ownership of the shares shall be presumed based on the registration of the shares in the “Registered Shares Register” and the Company shall issue share certificates solely at the request of a shareholder, which shall bear the related costs.

7.The share certificates shall be signed by two (2) Executive Officers or by one (1) Executive Officer jointly with one (1) attorney-in-fact for the Company, or by two (2) attorneys-in-fact vested with special powers.

8.The sale, encumbrance or disposal in any way of the shares, rights to subscribe for shares or other securities convertible into shares are subject to the terms and conditions laid down under the Shareholders Agreement executed on the date hereof and filed with the principal place of business of the Company (the “Shareholders’ Agreement”).

CHAPTER III

SHAREHOLDERS MEETINGS

9.There shall be Annual and Special Shareholders Meetings. Annual Shareholders Meetings shall take place within the four (4) months following the end of each fiscal year and Special Shareholders Meetings shall be held whenever so required.

10.The Board of Directors shall summon the Shareholders Meetings. A shareholder appointed by a majority of votes of those present to the meeting shall act as chairman, who shall appoint the Secretary.

11.Holders of shares not registered in the corresponding register on or before three (3) days preceding the date of holding any Shareholders Meeting may not participate or vote in the meeting.

12.Except for the special events foreseen under the law and for the following resolutions that shall be subject to Section 13 of the Shareholders Agreement, the resolutions of the Shareholders Meeting shall pass by a majority of votes of shareholders present at the meeting, without computing blank votes.

(i)	any corporate restructuring or reorganization, merger, consolidation, spin off, liquidation, dissolution, share splitting, division, combination or consolidation of assets of the Company;
(ii)	initiating any share public offering, or any issue or resale of securities by the Company, including, without limitation, debentures, equity warrants, founders’ shares, purchase or subscription options and other similar rights, except in the events foreseen in the Shareholders Agreement of the Company;
(iii)	purchase or redemption of shares of the Company, except in the events foreseen in the Shareholders Agreement of the Company;
(iv)	any alteration of the businesses of the Company;
(v)	any amendment to these By-laws; and
(vi)	establishing any activity or subsidiary in the United States of America.

CHAPTER IV

MANAGEMENT

13.The Company shall be administered and managed by a Board of Directors and an Executive Board. It shall be incumbent on the Shareholders Meeting to set the aggregate remuneration of the Board of Directors and the Executive Board, which shall be distributed among Directors and Executive Officers pursuant to a resolution of the Board of Directors gathered in meeting.

14.The members of the Board of Directors and the Executive Officers shall remain in their offices until the investiture of their successors.

CHAPTER V

BOARD OF DIRECTORS

15.The Board of Directors shall be made up of eleven (11) effective members and eleven (11) alternate members, all of them shareholders, residing in Brazil, elected by the Shareholders Meeting pursuant to Article 10 of these By-laws and to section 11.1 of the Shareholders Agreement, with a term of office of two (2) years, and may be reelected.

16.In the event of impediment or temporary absence of any effective member of the Board of Directors, the same shall be replaced by the corresponding alternate.

17.In the event of vacancy in any office of an effective member or an alternate in the Board of Directors, the Shareholders Meeting shall be promptly summoned to fill in the vacancy.

18.The Board of Directors shall meet whenever necessary but at least once every quarter, summoned in writing by any of its effective members or alternates, at least ten (10) business days in advance and with the agenda. The meetings of the Board of Directors shall be chaired by a Director chosen by a majority of votes of those present.

19.The meetings of the Board of Directors shall only be convened with the presence of at lease six (6) effective members attending the meeting in person or represented by his/her alternate. Any meeting attended by all of the effective Directors, whether attending the meeting in person or represented by his/her alternate, shall be deemed regularly convened, irrespective of the formalities foreseen in this and in the preceding articles.

20.The resolutions of the Board of Directors shall pass with the favorable vote of the majority of the Directors present to the meeting, including without limitation the approval of the annual business plan of the Company and its subsidiaries, including amounts and terms for expenses, investments and new projects. Nonetheless, approval of the following matters, in addition to other matters included in the Shareholders Agreement, shall require the favorable vote of all of the effective members of the Board of Directors, whether attending the meeting in person or represented by his/her alternate.

(i)Acquisition or subscription by the Company of an equity interest in other companies (except those acquired or subscribed on a non-permanent basis, according the to ordinary cash management practices);

(ii)Any acquisition, sale, disposing of, or encumbrance (with charges, liens or encumbrances) of equity interests held in other companies, and any acquisition, sale, disposing of, or encumbrance (with charges, liens or encumbrances) of real properties, equipment, patents and trademarks, franchises or other similar rights or assets, except for: (a) any acquisition, sale, or disposing of, or encumbrance (with charges, liens or encumbrances) occurring in the ordinary course of business; (b) acquisitions outside the ordinary course of business with an aggregate value not exceeding the equivalent in Reais to United States Dollars five hundred thousand (US$ 500,000) within the calendar year; (c) sales outside the ordinary course of business with an aggregate value not exceeding the equivalent in Reais to United States Dollars five hundred thousand (US$ 500,000) within the calendar year; (d) disposing of, or encumbering (with charges, liens or encumbrances) outside the ordinary course of business with an aggregate value not exceeding the equivalent in Reais to United States Dollars five hundred thousand (US$ 500,000) within the calendar year.

(iii)Contracting any debt for the Company, or guaranteeing any debt of any third party individual or legal entity, maturing within less than 365 days, with an aggregate value in excess of the equivalent in Reais to United States Dollars one million (US$ 1,000,000), subject to the provisions of Section 12.4 of the Shareholders Agreement;

(iv)Contracting any debt for the Company, or guaranteeing any debt of any third party individual or legal entity, maturing within 365 or more days, except for commercial debts incurred in the ordinary course of business of the Company in one or a series of related transactions, with an aggregate value not exceeding the equivalent in Reais to United States Dollars five hundred thousand (US$ 500,000), subject to the provisions of Section 12.4 of the Shareholders Agreement;

(v)Granting of loans or advances by the company (not including loans and advances between the company and its subsidiaries only) except loans or advances to members of the Board of Directors, Executive Officers or employees in the ordinary course of business;

(vi)Issue by the company of non-financial guarantees of any nature, except for non-financial guarantees individually or aggregately totaling at most the equivalent in Reais to United States Dollars US$ 100,000.00; and

(vii)any transactions or agreements, or amendments or terminations or waivers of rights or defaults under agreements existing between the company, on the one part, and any shareholder or its affiliates on the other part, subject to Article 12.1 (vii) of the Shareholders Agreement.

CHAPTER VI

EXECUTIVE BOARD

21.The Executive Board shall be made up of at least two (2) members and at most five (5) members, who need not be shareholders but who shall be resident in Brazil and shall be elected by the Board of Directors for a term of office of two (2) years, re-election being permitted.

22.The Executive Officers of the Company shall have no specific title.

23.In the event of a vacancy in one of the offices of Executive Officer, a meeting of the Board of Directors shall be called immediately to elect a substitute, who shall complete the term of office of the substituted member. In the event of temporary absence or impairment of any Executive Officer, his responsibilities shall be performed by the other Executive Officers, as agreed among them.

24.The Executive Board shall manage the Company’s business in general and shall for such purpose perform all acts that are necessary or advisable, except for those for which the law, these By-laws or the Shareholders Agreement of the Company attribute authority to the General Meeting or to the Board of Directors. Its powers and obligations include, but are not limited, the following:

(i)to care for compliance with the law, these By-laws and the Shareholders Agreement;

(ii)to care for the performance of the resolutions approved at General Meetings, at Board of Directors meetings and at its own meetings;

(iii)to manage, administer and supervise the Company’s business;

(iv)to issue and approve the internal instructions and regulations it may deem to be useful or necessary;

(v)to distribute among its members the duties of management of the Company;

(vi)to prepare and submit the annual and quarterly financial statements and budgets to the Board of Directors; and

(vii)to advise the Board of Directors, as soon as it gains knowledge thereof, of any material occurrence of a legal, regulatory, technical or operational nature that may affect the Company or its controlled companies.

25.The Company shall be represented in and out of Court, as plaintiff or defendant, before any third parties and federal, state and municipal government departments, and the execution of deeds of any kind, bills of exchange, checks, money orders, agreements and any other documents or acts involving a responsibility or obligations for the Company or that relieve it from obligations to third parties, shall be incumbent upon and shall necessarily be performed by:

(i)any two (2) Executive Officers jointly;

(ii)any Executive Officer jointly with an attorney-in-fact; or

(iii)two (2) attorneys-in-fact jointly, provided that they are vested with special and express powers.

26.Powers of attorney granted on behalf of the Company by any two (2) Executive Officers jointly shall specify the powers granted an, except for those granted for judicial purposes, shall be valid for a limited period of time of at most one (1) year.

27.For representation of the Company in Court and before federal, state and municipal government departments or for representation of the Company abroad, the powers may be granted to only one attorney-in-fact.

28.The acts of any Executive Officer, attorney-in-fact or employee of the Company that involve it in obligations for business or transactions alien to the business purpose, such as sureties, “aval” guarantees, endorsements or any guarantees in favor of third parties, shall be expressly forbidden and shall be null and void in relation to the Company.

29.The Executive Board shall meet whenever it is called by any of its members with at least three (3) days’ prior notice and shall only be convened with the presence of at least two (2) of its members. The meetings of the Executive Board shall be presided over by the Executive Officer chosen on the occasion and its resolutions shall be taken by majority vote of those present or by unanimous vote in the event that only two (2) Executive Officers appeared at the meeting. Copies of the minutes of the Executive Board meetings shall necessarily be forwarded to all the members of the Board of Directors.

CHAPTER VII

ADVISORY COUNCIL

30.In addition to the Board of Directors, the Company shall have an Advisory Council. The Advisory Council shall provide consulting to the Shareholders and to the Board of Directors regarding the business of the Company in accordance with applicable law, these By-laws and the Shareholders’ Agreement.

31.The Advisory Council shall be made up of eleven (11) members, who may be resident in Brazil or not and who need not be shareholders.

32.The Shareholders shall elect the members of the Advisory Council at a General Meeting according to Clause 11.1 of the Shareholders Agreement.

33.The term of office of the members of the Advisory Council shall be two (2) years and shall be automatically extended until their duly elected successor takes over. Re-election of the members of the Advisory Council shall be permitted indefinitely.

34.The Advisory Council shall keep a book of minutes recording its resolutions.

35.Each member of the Advisory Council may have a deputy, who shall be elected in the same manner as the acting member. The deputies shall replace the respective acting members in their absence or incapacity. If there is a vacancy in the Advisory Council for which no deputy has been elected, the Shareholders shall elect a new member within 30 days of the vacancy; and the Shareholder that designated and elected the member to be replaced shall designated a new member.

36.The Advisory Council shall carry out regular meetings at the end of each quarter and special meetings whenever they are called by any two (2) members of the Advisory Council by means of fifteen (15) days’ prior notice to the members of the Advisory Council, provided that such notice may be waived with the consent of all the members of the Advisory Council or such notice may be deemed to have been automatically waived if all the members are present at the meeting.

37.Any member of the Advisory Council may authorize another member by letter, facsimile, telegram or telex to represent him at any Advisory Board meeting, whether to institute a quorum or to vote. Likewise, any member may vote by letter, facsimile, telegram or telex, which shall be received at the head office of the Company at the time set for the meeting.

38.The presence of at least six (6) members, whether personally, by power of attorney, or by vote submitted in writing before the meeting, shall constitute a valid quorum for an Advisory Council meeting.

39.The Advisory Council shall be consulted on any matters that the Board of Directors or the Shareholders may require. The Board of Directors may not delegate to the Advisory Council any of its powers to take any decision on behalf of the Company.

40.Resolutions of the Advisory Council shall require the affirmative vote of at least six (6) of its members.

CHAPTER VIII

AUDIT COMMITTEE

41.The Company shall have a non-permanent Audit Committee made up of three (3) acting members and an equal number of deputies, elected by the General Meeting that decides to install it and that shall establish their fees within the legal limits. When operating, the Audit Committee shall have the responsibilities and the powers granted by law.

CHAPTER IX

THE FISCAL YEAR

42.The fiscal year shall begin on January 1 and end on December 31 of each year.

43.At the end of each fiscal year the Company shall prepare the balance sheet, with due regard for the applicable legal provisions. From the net profits ascertained, five percent (5%) shall be allocated to the legal reserve, which shall not exceed twenty percent (20%) of the share capital. The remainder shall be allocated as resolved by the Shareholders Meeting, provided that a minimum mandatory dividend of twenty-five percent (25%) shall be distributed pursuant to article 202 of Law No. No. 6.404, of December 15, 1976.

44.The Company may, by resolution of the Board of Directors, distribute interim dividends based on the profits ascertained in balance sheets drawn up semi-annually or for shorter periods, or on

accrued profits or profits reserves existing in the latest ANNUAL OR SDEMI-ANNUAL BALANCE SHEET. The Board of Directors is further authorized to distribute dividends based on the minimum mandatory dividend mentioned in the preceding articles, prior to holding the annual Shareholders Meeting and subject to its confirmation.

CHAPTER X

LIQUIDATION

45.Should the Company be liquidated, the Shareholders Meeting shall set the form of the liquidation and appoint the liquidator and the Audit Committee that shall operate during the liquidation.

São Paulo, November 30, 1995

(sgd)

José Augusto P. Moreira

Secretary

TEVECAP S.A.

CNPJ No. 57.574.170/0001-05

NIRE 35300139623

MINUTES OF THE EXTRAORDINARY GENERAL MEETING

HELD ON NOVEMBER 19, 2001

HOUR AND PLACE: Headquarters of the Company, at Rua do Rocio, 313, conj. 101 (parte), São Paulo/SP, at 3:00 p.m.;

ATTENDANCE: Shareholders representing the totality of the share capital;

PANEL: President – Domingos Simão Bertolo; Secretary – Zenilton Rodrigues de Mello.

CALL NOTICE: Third call notice published on November 14, 15 and 16, 2001, in the newspaper “Folha de São Paulo” and on November 14, 15 and 17, 2001, in the “Diário Oficial do Estado de São Paulo”, pursuant to Article 135 of Law No. 6.404/76;

AGENDA: Increase of the share capital, upon the issuance of new shares, with the utilization of credits against the Company and the drop-down of assets.

RESOLUTIONS:

1. Approval of the increase of the share capital from R$ 478,740,715.00 (four hundred and seventy-eight million, seven hundred and forty thousand, seven hundred and fifteen reais) to R$ 837,601,700.00 (eight hundred and thirty-seven million, six hundred and one thousand and seven hundred reais), which increase, hence, is of R$ 358,860,985.00 (three hundred and fifty-eight million, eight hundred and sixty thousand, nine hundred and eighty-five reais), upon the issuance of 258,882,155 (two hundred and fifty-eight million, eight hundred and eighty-two thousand, one hundred and fifty-five) new registered common shares, without par value, subscribed as follows: (i) 10,293,192 (ten million, two hundred and ninety-three thousand, one hundred and ninety-two) registered common shares by Abril S.A., pursuant to the subscription bulletin attached hereto, hereby paid-in upon the utilization of credits against the Company, in the amount of R$ 14,268,365.00 (fourteen million, two hundred and sixty-eight thousand, three hundred and sixty-five reais), on September 30, 2001; (ii) 9,302,272 (nine million, three hundred and two thousand, two hundred and seventy-two) registered common shares by Abril S.A., pursuant to the subscription bulletin attached hereto, hereby paid-in upon the drop-down of 2,456,150 (two million, four hundred and fifty-six thousand, one hundred and fifty) quotas representing the quota capital of TVA Sul Paraná Ltda. (CNPJ No. 84.938.786/0001-82), in the amount of R$ 12,894,757.00 (twelve million, eight hundred and ninety-four thousand, seven hundred and fifty-seven reais), in accordance with the appraisal report which is an integral part hereto; (iii) 237,335,737 (two hundred and thirty-seven million, three hundred and thirty-five thousand, seven hundred and thirty-seven) registered common shares by Editora Abril S.A., pursuant to the subscription bulletin attached hereto, hereby paid-in upon the utilization of credits against the Company, in the amount of R$ 328,993,462.00 (three hundred and twenty-eight million, nine hundred and ninety-three thousand, four hundred and sixty-two reais), on September 30, 2001, and (v) 1,950,954 (one million, nine hundred and fifty thousand, nine hundred and fifty-four) registered common shares by Editora Abril S.A., pursuant to the subscription bulletin attached hereto, hereby paid-in upon the drop-down of 140,000 (one hundred and forty thousand) common shares issued by TVA Sistema de Televisão S.A. (CNPJ No. 71.613.400/0001-10), in the amount of R$ 2,704,401.00 (two million, seven hundred and four thousand, four hundred and one reais), in accordance with the appraisal report which is an integral part hereto. Editora Abril S.A. separately assigns and transfers the

totality of the subscribed shares to Abril S.A. The remaining shareholders have waived their preemptive right to the subscription of the new shares.

2. It was ratified the appointment of the appraising experts, Messrs. Chosuke Koeke, Brazilian, accountant, married, bearer of the Identity Card No. 3.465.193, enrolled with the CPF under No. 063.273.548-15, CRC-1SP 047.251/O-0, resident and domiciled at Rua Madre Cabrini, 314 – apto. 44 – Vila Mariana – SP; Satoshi Yamada, Brazilian, accountant, married, bearer of the Identity Card No. 6.132.418, enrolled with the CPF under No. 677.652.898-53, CRC-1SP 091.059/O-0, resident and domiciled at Av. Piassanguaba, 2933 – apto. 82 – Planalto Paulista – SP; and Yukio Funada, Brazilian, accountant, married, bearer of the Identity Card No. 3.100.694-2, enrolled with the CPF under No. 052.172.868-20, CRC-1SP 043.351/O-8, resident and domiciled at Av. Dr. Altino Arantes, 620 – apto. 193 – Vila Clementino – SP.

3. The appraisal reports of the portions of the investments of TVA Sistema de Televisão S.A. and of TVA Sul Paraná Ltda. to be dropped-down by Editora Abril S.A. and Abril S.A., respectively, prepared by the experts mentioned in the previous item, based on the balance sheet as of September 30, 2001, were approved.

4. The subscription of the shares by ABRIL S.A., mentioned in item 1.(i) above, paid-in upon the utilization of credits against the Company, in the amount of R$ 14,268,365.00 (fourteen million, two hundred and sixty-eight thousand, three hundred and sixty-five reais), corresponds to the Company’s right to purchase the participation of 36% in the share capital of the Cable TV Service operators of the Cities of Guarapuava, Ponta Grossa, Cianorte and Cascavel, all in the State of Paraná. Considering that the transfer of this participation of 36% depends on the previous approval by ANATEL – Telecommunications National Agency, ABRIL S.A. and the Company commit themselves to endeavor their best efforts to obtain the approval by ANATEL and carry out the formalization of the admission of TEVECAP into the share capital of these Cable TV Service operators as soon as possible. Should the approval by ANATEL be denied, then the subscription of the shares mentioned in this item 4 shall be reverted and the Company shall execute all acts that may be necessary to recompose the share participation, as if this subscription and payment of the participations of such Paraná operators had not occurred.

5. As a consequence, it was approved the amendment of article 4 of the By-Laws, which shall be in force with the following wording: “Article 4 – The share capital of the Company, in the amount of R$ 837,601,700.00 (eight hundred and thirty-seven million, six hundred and one thousand and seven hundred reais), is divided into and represented by 485,220,440 (four hundred and eighty-five million, two hundred and twenty thousand, four hundred and forty) shares, all common, registered and without par value.”

QUORUM OF RESOLUTIONS: The resolutions were approved by the unanimity of the votes of those present.

CLOSING: There being no further business to transact, and nobody wishing to take the floor, these Minutes were drafted, approved and signed, and the works were closed. São Paulo, November 19, 2001. (sgd) ABRIL S.A., HARPIA HOLDINGS LIMITED and CURUPIRA HOLDINGS LIMITED, FALCON INTERNATIONAL COMMUNICATIONS (BERMUDA) L.P. and HEARST/ABC VIDEO SERVICES II.

The text is a true and correct copy

(sgd) (illegible)

Zenilton Rodrigues de Mello

Secretary

Lawyer:

(sgd) (illegible)

Luis Carlos G. Balieiro

OAB/SP 33.225

[Stamp of the Commercial Registry of the State of São Paulo]

TEVECAP S.A.

CNPJ No. 57.574.170/0001-05

NIRE 35300139623

LIST OF ATTENDANCE OF SHAREHOLDERS

EXTRAORDINARY GENERAL MEETING

HELD ON NOVEMBER 19, 2001 – 3:00 P.M.

SIGNATURE OF SHAREHOLDER OR ATTORNEY-IN-FACT	ADDRESS	NUMBER OF SHARES
ABRIL S.A.	Av. das Nações Unidas, 7221 – São Paulo	140,700,748
HARPIA HOLDINGS LTD.	Company with headquarters in the Cayman Islands	6,867,793
CURUPIRA HOLDINGS LTD.	Company with headquarters in the Cayman Islands	11,496,329
FALCON INTERNATIONAL COMMUNICATIONS (BERMUDA) L.P.	Company with headquarters in Bermuda	27,930,827
HEARST/ABC VIDEO SERVICES II	Company with headquarters in New York	39,342,567
TOTAL		226,338,264

The text is a true and correct copy

(sgd) (illegible)

Zenilton Rodrigues de Mello

Secretary

TEVECAP S.A.

CNPJ No. 57.574.170/0001-05

NIRE 35300139623

SUBSCRIPTION BULLETIN

Share capital increase resolved in the Extraordinary General Meeting held on November 19, 2001.

Amount – R$ 331,697,863.00 (three hundred and thirty-one million, six hundred and ninety-seven thousand, eight hundred and sixty-three reais)

Shares Issued – 239,286,691 (two hundred and thirty-nine million, two hundred and eighty-six thousand, six hundred and ninety-one) registered common shares, without par value.

Per Unit Price – R$ 1.38 (one real and thirty-eight cents)

Payment Conditions – R$ 331,697,863.00 (three hundred and thirty-one million, six hundred and ninety-seven thousand, eight hundred and sixty-three reais) at the moment of the subscription and upon the utilization of credits against the Company and the drop-down of shares/quotas.

SUBSCRIBER: EDITORA ABRIL S.A., a joint-stock company, enrolled with the CNPJ under No. 02.183.757/0001-93, headquartered at Av. Otaviano Alves de Lima, 4400, São Paulo – SP.

Shares Subscribed: 239,286,691 (two hundred and thirty-nine million, two hundred and eighty-six thousand, six hundred and ninety-one) registered common shares, without par value.

Amount Paid-In: R$ 328,993,462.00 (three hundred and twenty-eight million, nine hundred and ninety-three thousand, four hundred and sixty-two reais), at the moment of the subscription and upon the utilization of credits against the Company, and

R$ 2,704,401.00 (two million, seven hundred and four thousand, four hundred and one reais), upon the drop-down of 140,000 (one hundred and forty thousand) common shares issued by TVA Sistema de Televisão S.A.

(sgd) (illegible)	(sgd) (illegible)
	EDITORA ABRIL S.A.
	(Domingos Simão Bertolo)
	(Zenilton Rodrigues de Mello)

(sgd) (illegible) (sgd) (illegible)

TEVECAP S.A.

TEVECAP S.A.

CNPJ No. 57.574.170/0001-05

NIRE 35300139623

SUBSCRIPTION BULLETIN

Share capital increase resolved in the Extraordinary General Meeting held on November 19, 2001.

Amount – R$ 27,163,122.00 (twenty-seven million, one hundred and sixty-three thousand, one hundred and twenty-two reais)

Shares Issued – 19,595,464 (nineteen million, five hundred and ninety-five thousand, four hundred and sixty-four) registered common shares, without par value.

Per Unit Price – R$ 1.38 (one real and thirty-eight cents)

Payment Conditions – R$ 27,163,122.00 (twenty-seven million, one hundred and sixty-three thousand, one hundred and twenty-two reais) at the moment of the subscription and upon the utilization of credits against the Company and the drop-down of shares/quotas.

SUBSCRIBER: ABRIL S.A., a joint-stock company, enrolled with the CNPJ under No. 44.597.052/0001-62, headquartered at Av. das Nações Unidas, 7221, 22º andar, Setor A, São Paulo – SP.

Shares Subscribed: 19,595,464 (nineteen million, five hundred and ninety-five thousand, four hundred and sixty-four) registered common shares, without par value.

Amount Paid-In: R$ 14,268,365.00 (fourteen million, two hundred and sixty-eight thousand, three hundred and sixty-five reais), at the moment of the subscription and upon the utilization of credits against the Company, and

R$ 12,894,757.00 (twelve million, eight hundred and ninety-four thousand, seven hundred and fifty-seven reais), upon the drop-down of 2,456,150 (two million, four hundred and fifty-six thousand, one hundred and fifty) quotas representing the quota capital of TVA Sul Paraná Ltda.

(sgd) (illegible)	(sgd) (illegible)
	ABRIL S.A.
	(Domingos Simão Bertolo)
	(Zenilton Rodrigues de Mello)

(sgd) (illegible) (sgd) (illegible)

TEVECAP S.A.

TEVECAP S.A.

CNPJ No. 57.574.170/0001-05

NIRE 35300139623

MINUTES OF THE EXTRAORDINARY GENERAL MEETING

HELD ON FEBRUARY 1^st, 2002

HOUR AND PLACE: Headquarters of the Company, at Rua do Rocio, 313, cj. 101 (parte), São Paulo/SP, at 10:00 a.m.;

ATTENDANCE: Shareholders representing the totality of the share capital;

PANEL: President: José Augusto P. Moreira; Secretary: Marcelo Vaz Bonini.

CALL NOTICE: Waived pursuant to the terms of article 124, paragraph 4, of Law No. 6.404/76;

AGENDA: Change of the address of the headquarters.

RESOLUTIONS: It was approved, by unanimity of votes, the change of the address of the headquarters from Rua do Rocio, 313, cj. 101 (parte), São Paulo/SP, to Av. das Nações Unidas, 7221 – 7º andar, Setor D, São Paulo/SP, with the consequent amendment to article 2 of the By-Laws, which shall be in force with the following wording: “Article 2 – The Company has its headquarters and jurisdiction at Av. das Nações Unidas, 7221 – 7º andar, Setor D, in the City of São Paulo, State of São Paulo, and may, upon resolution of the Board of Directors, open branches, agencies or representations in any place of the country, and the opening of branches abroad shall depend on the resolution of the General Meeting.”

CLOSING: There being no further business to transact, and nobody wishing to take the floor, the Meeting was closed, the Minutes of which are signed by all attending shareholders. São Paulo, February 1^st, 2002. (sgd) Abril S.A., Harpia Holdings Limited and Curupira Holdings Limited, Falcon International Communications (Bermuda) L.P. and Hearst/ABC Video Services II.

The text is a true and correct copy

(sgd) (illegible)

Marcelo Vaz Bonini

Secretary

Lawyer:

(sgd) (illegible)

Katia Regina Rocha Bou Mansour

OAB/SP 114.251

[Stamp of the Commercial Registry of the State of São Paulo]

TEVECAP S.A.

CNPJ No. 57.574.170/0001-05

NIRE 35300139623

LIST OF ATTENDANCE OF SHAREHOLDERS

EXTRAORDINARY GENERAL MEETING

HELD ON FEBRUARY 1^st, 2002 – 10:00 A.M.

SIGNATURE OF SHAREHOLDER OR ATTORNEY-IN-FACT	ADDRESS	NUMBER OF SHARES
ABRIL S.A.	Av. das Nações Unidas, 7221 – São Paulo	399,582,903
HARPIA HOLDINGS LTD.	Company with headquarters in the Cayman Islands	6,867,793
CURUPIRA HOLDINGS LTD.	Company with headquarters in the Cayman Islands	11,496,329
FALCON INTERNATIONAL COMMUNICATIONS (BERMUDA) L.P.	Company with headquarters in Bermuda	27,930,827
HEARST/ABC VIDEO SERVICES II	Company with headquarters in New York	39,342,567
TOTAL		485,220,419

The text is a true and correct copy

(sgd) (illegible)

Marcelo Vaz Bonini

Secretary

TEVECAP S.A.

CNPJ No. 57.574.170/0001-05

NIRE 35300139623

MINUTES OF THE ORDINARY GENERAL MEETING

HELD ON APRIL 30, 2003

PLACE AND HOUR: Headquarters of the Company, at Av. das Nações Unidas, 7221, 7º andar, Setor D, São Paulo/SP, at 3:00 p.m.

ATTENDANCE: Shareholders representing the totality of the share capital. Attendance, as well, of Directors of the company.

PANEL: President – Leila Abraham Loria; Secretary: Antônio Valdemir Pereira Ramos.

LEGAL PUBLICATIONS: a) Call Notice waived pursuant to article 124, paragraph 4, of Law No. 6.404/76; b) Announcements referred to by article 133 of Law No. 6.404/76 waived pursuant to paragraph 4 of the mentioned legal provision; c) Management Report and Financial Statements waived pursuant to item II of article 294 of Law No. 6.404/76 and of Law No. 10.194, of February 14, 2002.

AGENDA: 1) Review, discussion and voting of the Management Report and of the Financial Statements relative to the fiscal year closed on December 31, 2002; 2) Allocation of the result of the fiscal year; 3) Non distribution of dividends; 4) Non compensation of the Executive Board [sic]; 5) Waiver of the installation of the Statutory Audit Committee; 6) Modification of the newspaper in which the company shall make the publications provided by law; and 7) Reelection of the Board of Directors of the Company.

RESOLUTIONS:

1)the Meeting, pursuant to article 133, paragraph 4, of Law No. 6.404/76, deems remedied the nonobservance of the deadlines and formalities set forth in the mentioned article;

2)approval of the Management Report and of the Financial Statements relative to the fiscal year closed on December 31, 2002;

3)approval of the allocation of the net result of the fiscal year, corresponding to a loss of R$ 210,986,354.79 (two hundred and ten million, nine hundred and eighty-six thousand, three hundred and fifty-four reais and seventy-nine cents) for the account “Accrued Losses”;

4)approval of the non distribution of dividends corresponding to the fiscal year of 2002, due to the fact that the Company had no profits in that period;

5)approval of the non compensation of the Directors of the Company, including benefits of any nature and procuration fees, for the present fiscal year;

6)waives the installation of the Statutory Audit Committee for the present fiscal year;

7)modification, pursuant to article 289, paragraph 3, of Law No. 6.404/76, of the newspaper in which the company makes its legal publications, which were previously made in the “Folha de São Paulo” and shall hereinafter made in the “Estado de São Paulo”; and

8)the reelection of the Board of Directors of the Company, with a term of office of two (2) years, that is, until the holding of the Ordinary General Meeting of 2005, to wit: President: Mr. Giancarlo Francesco Civita, Brazilian, married, Bachelor of Social Communication, bearer of the Identity Card RG No. 6.167.806-5, issued by the SSP/SP, and enrolled with the CPF/MF under No. 040.666.108-11; Directors: Messrs. Emílio Humberto Carazzai Sobrinho, Brazilian, married, business administrator, bearer of the Identity Card RG No. 1.102.550, issued by the SDS/PE, and enrolled with the CPF/MF under No. 037.321.504-53; Arnaldo Figueiredo Tibyriçá, Brazilian, married, lawyer, enrolled with the OAB/SP under No. 79.103 and with the CPF/MF under No. 074.279.518-75; Leila Abraham Loria, Brazilian, married, business administrator, bearer of the Identity Card RG/IFP No. 03164539-3 and with the CPF/MF under No. 375.862.707-91; and Deborah Patricia Wright, Brazilian, divorced, business administrator, bearer of the Identity Card RG No. 9.252.907-0, issued by the SSP/SP, and enrolled with the CPF/MF under No. 031.544.298-08, all of them with office at Avenida das Nações Unidas, 7221, Pinheiros, São Paulo/SP; Mitchell Ross Cohen, U.S. citizen, business administrator, bearer of the U.S. passport No. 154119724, with office at One Maritime Plaza, 12^th floor, San Francisco, California, USA; Robert R. Ruggiero Jr., U.S. citizen, banker, bearer of passport No. 110856578-US, with office at 380 Madison Avenue, 12^th floor, New York, USA; Edgardo del Valle Rosso, Argentinean, married, bearer of the passport No. 0158780, resident and domiciled at Av. Giovanni Gronchi, 4529, apto. 12, São Paulo/SP; Raymond E. Joslin, U.S. citizen, married, business administrator, with address at Cowday Park, 84, Conyers Park, Conyers Farm, Greenwich, USA; and Francisco Sávio Couto Pinheiro, Brazilian, married, engineer, bearer of the Identity Card RG No. 3.064.761/RJ, enrolled with the CPF/MF under No. 336.882.907-63, resident and domiciled at SHIS – Q1 – 27, cj. 1 – casa 15, Brasilia, DF, as Independent Director.

QUORUM OF RESOLUTIONS: The resolutions were approved by the unanimity of the votes of those present.

CLOSING: There being no further business to transact, and nobody wishing to take the floor, these Minutes were drafted, approved and signed by all attending shareholders, and the works were closed. São Paulo, April 30, 2003. (sgd) Shareholders – Abril Comunicações S.A. (represented by its Officers Emílio Humberto Carazzai Sobrinho and Deborah Patricia Wright), Harpia Holdings Limited and Curupira Holdings Limited (represented by their attorney-in-fact), Falcon International Communications (Bermuda) L.P. (represented by its attorney-in-fact), Hearst/ABC Video Services II (represented by its attorney-in-fact).

The text is a true and correct copy

(sgd) (illegible)

Antonio Valdemir Pereira Ramos

Secretary

Lawyer:

(sgd) (illegible)

Katia Regina Rocha Bou Mansour

OAB/SP 114.251

[Stamp of the Commercial Registry of the State of São Paulo]

TEVECAP S.A.

CNPJ No. 57.574.170/0001-05

NIRE 35300139623

MINUTES OF THE ORDINARY GENERAL MEETING

HELD ON APRIL 30, 2003

LIST OF ATTENDANCE OF SHAREHOLDERS

SIGNATURE OF SHAREHOLDER / ATTORNEY-IN-FACT	ADDRESS	NUMBER OF SHARES
ABRIL COMUNICAÇÕES S.A.	Av. das Nações Unidas, 7221 – São Paulo	399,582,905
HARPIA HOLDINGS LTD.	Company with headquarters in the Cayman Islands	6,867,793
CURUPIRA HOLDINGS LTD.	Company with headquarters in the Cayman Islands	11,496,329
FALCON INTERNATIONAL COMMUNICATIONS (BERMUDA) L.P.	Company with headquarters in Bermuda	27,930,827
HEARST/ABC VIDEO SERVICES II	Company with headquarters in New York	39,342,567
TOTAL		485,220,421

The text is a true and correct copy

(sgd) (illegible)

Antonio Valdemir Pereira Ramos

Secretary

Lawyer:

(sgd) (illegible)

Katia Regina Rocha Bou Mansour

OAB/SP 114.251

TEVECAP S.A.

CNPJ No. 57.574.170/0001-05

NIRE 35300139623

MINUTES OF THE EXTRAORDINARY GENERAL MEETING

HELD ON MARCH 30, 2004

PLACE AND HOUR: Headquarters of the Company, at Av. das Nações Unidas, 7221, 7º andar, Setor D, São Paulo/SP, at 10:00 a.m.

ATTENDANCE: Shareholders representing the totality of the share capital.

PANEL: President – Leila Abraham Loria; Secretary: Antônio Valdemir Pereira Ramos.

CALL NOTICE: Waived pursuant to article 124, paragraph 4, of Law No. 6.404/76.

AGENDA: Replacement of Members of the Board of Directors.

RESOLUTIONS:

1.Considering the sale of the participation held by the shareholder Hearst/ABC Video Services II to the shareholder Abril Comunicações S.A., to modify the number of members of the Board of Directors of the Company, for nine (9) effective members and nine (9) alternates, thus amending article 15 of the By-Laws of the Company, which shall be in force with the following wording: “Article 15: The Board of Directors is composed by nine (9) effective members and nine (9) alternates, all of them shareholders resident in the country, elected by the General Meeting pursuant to Article 10 of these By-Laws and of clause 11.1 of the Shareholders’ Agreement, for a term of office of two (2) years, reelection being admitted.”

2.Considering, further, the requests of resignation presented by Messrs. Giancarlo Francesco Civita and Robert R. Ruggiero Jr., to elect, for the function of members of the Board of Directors, with term of office until the holding of the Ordinary General Meeting of 2005, Messrs. Maurizio Mauro, Brazilian, married, business administrator, bearer of the Identity Card RG No. 38.130.000-6, enrolled with the CPF/MF under No. 221.898.588-87, resident and domiciled in the City of São Paulo, State of São Paulo, with office in the City of São Paulo, State of São Paulo, at Avenida das Nações Unidas, 7221, 24º andar, Setor A, Pinheiros; Marcelo Vaz Bonini, Brazilian, single, accountant, bearer of the Identity Card RG No. 15.191.436 SSP/SP, enrolled with the CPF/MF under No. 086.949.108-37, resident and domiciled in the City of São Paulo, State of São Paulo, with office at Avenida das Nações Unidas, 7221, 21º andar, Pinheiros, and Plínio Villares Musetti, Brazilian, married, civil engineer, bearer of the Identity Card RG No. 4.140.800, enrolled with the CPF/MF under No. 954.833.578-68, resident and domiciled in the City of São Paulo, State of São Paulo, with office at Av. Brig. Faria Lima, 3729 – 14º andar.

3.To ratify that the Directors elected hereby executed, on this date, the respective terms of taking office, and declared that they have not committed any of the crimes provided by law preventing them from exercising mercantile activities.

4.To restate the following composition of the Board of Directors, which is the following:

BOARD OF DIRECTORS:

President: MAURIZIO MAURO

Director:	EMÍLIO HUMBERTO CARAZZAI SOBRINHO
Director:	DEBORAH PATRICIA WRIGHT
Director:	LEILA ABRAHAM LORIA
Director:	ARNALDO FIGUEIREDO TIBYRIÇÁ
Director:	MARCELO VAZ BONINI
Director:	MITCHELL ROSS COHEN
Director:	PLÍNIO VILLARES MUSETTI
Independent Director:	FRANCISCO SÁVIO COUTO PINHEIRO
Term of Office:	Until the Ordinary General Meeting of 2005

QUORUM OF RESOLUTIONS: The resolutions were approved by the unanimity of the votes of those present.

CLOSING: There being no further business to transact, and nobody wishing to take the floor, these Minutes were drafted, approved and signed by all attending shareholders, and the works were closed. São Paulo, March 30, 2004. (sgd) Shareholders – Abril Comunicações S.A. (represented by its Officers Emílio Humberto Carazzai Sobrinho and Deborah Patricia Wright), Harpia Holdings Limited and Curupira Holdings Limited (represented by their attorney-in-fact), Falcon International Communications (Bermuda) L.P. (represented by its attorney-in-fact).

The text is a true and correct copy

(sgd) (illegible)

Antonio Valdemir Pereira Ramos

Secretary

Lawyer:

(sgd) (illegible)

Katia Regina Rocha Bou Mansour

OAB/SP 114.251

[Stamp of the Commercial Registry of the State of São Paulo]

TEVECAP S.A.

CNPJ No. 57.574.170/0001-05

NIRE 35300139623

MINUTES OF THE ORDINARY [sic] GENERAL MEETING

HELD ON MARCH 30, 2004

LIST OF ATTENDANCE OF SHAREHOLDERS

SIGNATURE OF SHAREHOLDER OR ATTORNEY-IN-FACT	ADDRESS	NUMBER OF SHARES
ABRIL COMUNICAÇÕES S.A.	Av. das Nações Unidas, 7221 – São Paulo	438,925,477
HARPIA HOLDINGS LTD.	Company with headquarters in the Cayman Islands	6,867,793
CURUPIRA HOLDINGS LTD.	Company with headquarters in the Cayman Islands	11,496,329
FALCON INTERNATIONAL COMMUNICATIONS (BERMUDA) L.P.	Company with headquarters in Bermuda	27,930,827
TOTAL		485,220,426

The text is a true and correct copy

(sgd) (illegible)

Antonio Valdemir Pereira Ramos

Secretary

Lawyer:

(sgd) (illegible)

Katia Regina Rocha Bou Mansour

OAB/SP 114.251

TEVECAP S.A.

CNPJ (National Register of Legal Entities) No. 57.574.170/0001-05

NIRE (State Commercial Registration) No. 35300139623

MINUTES OF THE MEETING OF THE BOARD OF DIRECTORS

HELD ON FEBRUARY 28, 2005

PLACE AND TIME: Meeting held at the principal place of business of the Company, at Av. das Nações Unidas, 7.221, 7^th floor, Sector D, in the City and State of São Paulo, at 9h00 a.m.

ATTENDANCE: All of the members of the Board of Directors of Company.

PRESIDING OFFICERS: Chairman – Maurizio Mauro; Secretary – Marcelo Vaz Bonini.

AGENDA: To elect the Executive Board of the Company.

NOTICE: It was waived in view of the attendance of all of the members of the Board of Directors according to article 19 of the By laws, and Article 124, 4^th paragraph of Law No. 6404/76.

RESOLUTIONS passed by unanimous vote.

1) To elect as members of the Executive Board of the Company for a 2 years term, until February 28, 2007: CARLOS EDUARDO MALAGONI, Brazilian, married, economist, bearer of the Identity Card RG No. 18.586.507-0 issued by SSP/SP, and CPF/MF No. 146.330.328-95, resident and domiciled in the State of São Paulo, with office at Av. das Nações Unidas, 7221, 7^th floor, Pinheiros, São Paulo; VIRGILIO JOSÉ CARREIRA AMARAL, Portuguese, married, engineer, bearer of the Identity Card RG No. 5.683.472 issued by SSP/SP, and CPF/MF No. 863.407.278-91, resident and domiciled in the State of São Paulo, with office at Av. das Nações Unidas, 7221, 7^th floor, Pinheiros, São Paulo/SP, and MARCELO VAZ BONINI, Brazilian, single, accountant, bearer of the Identity Card RG No. 15.191.436 issued by SSP/SP, and CPF No. 086.949.108-37, resident and domiciled in the State of São Paulo, with office at Av. das Nações Unidas, 7221, 21^st floor, Pinheiros. The Executive Officers elected hereunder executed on the date hereof the respective instruments of investiture, having declared that they have not committed any of the crimes foreseen in the law that may prevent them from practicing commercial activities.

2) To ratify the Executive Board of the Company.

Executive Officer: Marcelo Vaz Bonini

Executive Officer: Carlos Eduardo Malagoni

Executive Officer: Virgilio José Carreira Amaral

Term: February 28, 2007

CLOSING: There being no further business to transac and as nobody took the floor, these minutes were drawn up, unanimously approved and signed. São Paulo, February 28, 2005.

(Signed) Maurizio Mauro, Emílio Humberto Carazzai Sobrinho, Deborah Patrícia Wright, Leila Abraham Loria, Arnaldo Figueiredo Tibyriçá, Marcelo Vaz Bonini, Mitchell Ross Cohen, Plínio Villares Musetti and Francisco Sávio Couto Pinheiro.

Conforms to the original:

(sgd) Marcelo Vaz Bonini, Secretary

Attorney’s Initials:

Letícia Soares

Brazilian Bar Association, São Paulo Chapter (OAB/SP) No. 163.622

EX-3.2

Exhibit 3.2

I hereby certify that the exhibit attached hereto is a fair and accurate English translation of the Articles of Incorporation of TVA Sistema de Televisão S.A.

By:	/s/ Carlos Eduardo Malagoni
	Name: Carlos Eduardo Malagoni
	Title: Attorney-in-fact

Date:  September 28, 2005

TVA SISTEMA DE TELEVISÃO S.A.

CNPJ No. 71.613.400/0001-10

NIRE 35300136187

MINUTES OF THE ANNUAL SHAREHOLDERS MEETING

HELD ON APRIL 30, 2003

PLACE AND DATE: Meeting held at the Company’s principal place of business, at Av. das Nações Unidas, 7221, 7^th floor, in the City of São Paulo, State of São Paulo, at 2 p.m.

ATTENDANCE: TEVECAP S.A. – its only shareholder. The managers of the Company were also present.

PRESIDING OFFICERS: Chairman – Leila Abraham Loria; Secretary – Marcelo Vaz Bonini.

LEGAL PUBLICATIONS: a) Call Notice – waived pursuant to article 124, paragraph 4 of Law No. 6.404/76; b) Notices set forth in article 133 of Law No. 6.404/76 – waived pursuant to paragraph 4 of the said legal provision; c) Management Report and Financial Statements, waived pursuant to item II, article 294 of Law No. 6.404/76 and Law No. 10.194, of February 14, 2002.

AGENDA: 1) Analysis, discussion and voting of the Management Report and Financial Statements, concerning the fiscal year ended on December 31, 2002; 2) Allocation of the income of the year; 3) No distribution of dividends; 4) Not- remunerating of Executive Board; 5) Waiver as to instating the Audit Committee; 6) Change of the newspaper on which the company shall make the publications provided for in the law, and 7) Reelection of the Executive Board of the Company.

RESOLUTIONS:

The Meeting,

1)  pursuant to article 133, paragraph 4, of Law No. 6.404/76, the meeting deemed the noncompliance with the terms and formalities provided for in the said article;

2) approved the Management Report and the Financial Statements concerning fiscal year ended on December 31, 2002;

3) approved the allocation of the net result of the year, corresponding to a loss of seventy-nine million, four hundred and eighty thousand, three hundred and five Reais and thirty-six cents (R$ 79,480,305.36), to the “Retained Losses” account;

4) approved  not to distributing dividends based on the results of 2002, as the Company has not had any profits in that period;

5) approved not attributing any remuneration to the Company managers, including no benefits of any kind or representation allowances for this fiscal year;

6) waived instating the Audit Committee for this fiscal year;

7) pursuant to article 289, paragraph 3 of Law 6.404/76, resolved to change the newspaper in which the Company makes its legal publications, previously made in the “Agora São Paulo”, to the newspaper “Estado de São Paulo”, and

8) elected the Executive Board of the Company, with a term of office of three (3) years, i.e., up to the carrying out of the Annual Shareholders Meeting of 2006, to wit: Executive Superintendent Officer: Leila Abraham Loria,  Brazilian, married, business administrator, bearer of Identity Card RG/IFP No. 03164539-3, registered with the Individual Taxpayers Register of the Ministry of Finance under CPF/MF No. 375.862.707-91, residing and domiciled in the City of São Paulo, State of São Paulo; Financial Executive Officer: Marcelo Vaz Bonini, Brazilian, single, accountant, bearer of Identity Card RG/SSP-SP

No. 15.191.436, registered with the Individual Taxpayers Register of the Ministry of Finance under CPF/MF No. 086.949.108-37,  residing and domiciled in the City of São Paulo, State of São Paulo, Vito Chiarella Neto, Brazilian, married, accountant, bearer of Identity Card RG/SSP-SP No. 12.354.368, registered with the Individual Taxpayers Register of the Ministry of Finance under CPF/MF No. 114.884.868-16,  residing and domiciled in the City of São Paulo, State of São Paulo, and Kunio Ohara, Brazilian, married, engineer, bearer of Identity Card RG/SSP-SP No. 4.107.144, registered with the Individual Taxpayers Register of the Ministry of Finance under CPF/MF No. 340.310.658-68,  residing and domiciled in the City of São Paulo, State of São Paulo, all with offices at Av. das Nações Unidas, 7.221, 7^th floor, in the City of São Paulo, State of São Paulo.

QUORUM: The resolutions were approved by the unanimous vote of  those present.

CLOSING: As there was no further business to transact, the meeting was adjourned, these minutes were approved, signed by all shareholders present, and the proceedings were closed. São Paulo, April 30, 2003. (signed) Shareholder – TEVECAP S.A. (by its Executive Officers Marcelo Vaz Bonini and Antônio Valdemir Pereira Ramos).

Conforms to the original.

(sgd)

Marcelo Vaz Bonini

Secretary

Examined by the Counsel:

(sgd)

Katia Regina Rocha Bou Mansour

Brazilian Bar Association, São Paulo Chapter No. 114.251

Registration certified by the Commercial Registry of São Paulo under No. 185.445/03-2.

TVA SISTEMA DE TELEVISÃO S.A.

CNPJ No. 71.613.400/0001-10

NIRE 35300136187

MINUTES OF THE ANNUAL SHAREHOLDERS MEETING

HELD ON APRIL 30, 2003

LIST OF ATTENDANCE OF SHAREHOLDERS

SIGNATURE OF THE SHAREHOLDER OR ATTORNEY-IN-FACT	ADDRESS	NUMBER OF SHARES
TEVECAP S.A. (represented by its Executive Officers Marcelo Vaz Bonini and Carlos Eduardo Malagoni)	Av. das Nações Unidas, 7.221, 7th floor, Sector C, São Paulo/ State of São Paulo	167,997,943
TOTAL		167,997,943

Conforms to the original.

(sgd)

Marcelo Vaz Bonini

Secretary

Examined by the Counsel:

(sgd)

Katia Regina Rocha Bou Mansour

Brazilian Bar Association, São Paulo Chapter No. 114.251

TVA SISTEMA DE TELEVISÃO S.A.

CNPJ No. 71.613.400/0001-10

NIRE 35300136187

MINUTES OF THE SPECIAL SHAREHOLDERS MEETING

HELD ON MAY 07, 2004

PLACE AND DATE: Meeting held at the Company’s principal place of business, at Av. das Nações Unidas, 7221, 7^th floor, in the City of São Paulo, State of São Paulo, at 10 a.m.

ATTENDANCE: TEVECAP S.A. – its only shareholder. The managers of the Company were also present.

PRESIDING OFFICERS: Chairman – Leila Abraham Loria; Secretary – Carlos Eduardo Malagoni.

LEGAL PUBLICATIONS: a) Management Report and Financial Statements, published on the date hereof in the newspapers “Official Gazette”, page 9, 10 and 11 and “O Estado de São Paulo”, page B9, b) Call Notice – waived pursuant to article 124, paragraph 4 of Law No. 6.404/76; c) Notices set forth in article 133 of Law No. 6.404/76 – waived pursuant to paragraph 4 of the said legal provision.

AGENDA: 1) Analysis, discussion and voting of the Management Report and Financial Statements, concerning the fiscal year ended on December 31, 2003; 2) Allocation of the income of the year; 3) No distribution of dividends; 4) Not- remunerating of Executive Board; 5) Waiver as to instating the Audit Committee; 6) Election of the Executive Board, and 7) Restatement of the By-laws.

RESOLUTIONS:

The Meeting,

1) pursuant to article 133, paragraph 4, of Law No. 6.404/76, the meeting deemed cured the noncompliance with the terms and formalities provided for in the said article;

2) approved the Management Report and the Financial Statements concerning fiscal year ended on December 31, 2003;

3) approved the allocation of the net result of the year, corresponding to a loss of sixty-three million, six hundred and ninety-five thousand Reais (R$ 63,695,000.00) to the “Accrued Losses” account;

4) approved  not to distributing dividends based on the results of 2003, as the Company has not had any profits in that period;

5) approved not attributing any remuneration to the Company managers, including no benefits of any kind or representation allowances for this fiscal year;

6) waived instating the Audit Committee for this fiscal year;

7) accepted the resignations of Messrs. Leila Abraham Loria and Kunio Ohara from the offices of Executive Superintendent Officer and Executive Officer of the Company respectively, having given them both broad, full, irrevocable and irreversible release for all acts performed by them while in their offices, having appointed Messrs. CARLOS EDUARDO MALAGONI, Brazilian, married, economist, bearer of Identity Card RG No. 18.586.507-0, registered with the Individual Taxpayers Register of the Ministry of Finance under CPF/MF No. 146.330.328-95 and VIRGILIO JOSÉ CARREIRA AMARAL, Brazilian, married, engineer, bearer of Identity Card RG No. 5.683.472, registered with the Individual Taxpayers Register of the Ministry of Finance under CPF/MF No. 863.407.278-91, both with offices at Av. das Nações Unidas, 7.221, 7^th floor, in the City of São Paulo, State of São Paulo to replace them, up to the Annual Shareholders Meeting of 2006. The Executive Officers now elected executed, on the date hereof,

the respective instruments of investiture, stating that they are not liable for any crime provided for in the law hindering them from engaging business activity.

8) As a consequence of the above replacement, the meeting excluded the  offices of Executive Superintendent Officer and Executive Officer of the Company, and resolved to amend article 12 of the By-laws, which article shall become effective with the following wording: “Article 12 – The Company shall be managed by an Executive Board composed of not more than six (6) members, who may or may not be shareholders, residents of Brazil, who shall be elected and removed by the Shareholders Meeting, and shall have no specific title.”

9) Excluded articles 16 and 17 of the By-laws, with the other articles being renumbered.

10) By virtue of the abovementioned provisions, the meeting ratified that the Executive Board shall be currently composed as follows:

EXECUTIVE BOARD

Executive Officer: MARCELO VAZ BONINI

Executive Officer: VITO CHIARELLA NETO

Executive Officer: CARLOS EDUARDO MALAGONI

Executive Officer: VIRGÍLIO AMARAL

Term of Office: up to (August) the Annual Shareholders Meeting of 2006.

11) Restated the By-laws, which shall become effective with the wording attached hereto.

QUORUM: The resolutions were approved by the unanimous vote of those present.

CLOSING: As there was no further business to transact, the meeting was adjourned, these minutes were approved, signed by all shareholders present, and the proceedings were closed. São Paulo, May 07, 2004. (signed) Shareholder – TEVECAP S.A. (by its Executive Officers Marcelo Vaz Bonini and Carlos Eduardo Malagoni).

Conforms to the original.

(sgd)

Carlos Eduardo Malagoni

Secretary

Examined by the Counsel:

(sgd)

Katia Regina Rocha Bou Mansour

Brazilian Bar Association, São Paulo Chapter No. 114.251

(sgd)

Juliana Brandão

Law Student

Registration certified by the Commercial Registry of São Paulo under No. 320.899/04-4.

TVA SISTEMA DE TELEVISÃO S.A.

CNPJ No. 71.613.400/0001-10

NIRE 35300136187

MINUTES OF THE SPECIAL SHAREHOLDERS MEETING

HELD ON MAY 07, 2004

LIST OF ATTENDANCE OF SHAREHOLDERS

SIGNATURE OF THE SHAREHOLDER OR ATTORNEY-IN-FACT	ADDRESS	NUMBER OF SHARES
TEVECAP S.A. (represented by its Executive Officers Marcelo Vaz Bonini and Carlos Eduardo Malagoni)	Av. das Nações Unidas, 7.221, 7th floor, Sector C, São Paulo/ State of São Paulo	167,997,943
TOTAL		167,997,943

Conforms to the original.

(sgd)

Carlos Eduardo Malagoni

Secretary

Examined by the Counsel:

(sgd)

Katia Regina Rocha Bou Mansour

Brazilian Bar Association, São Paulo Chapter No. 114.251

(sgd)

Juliana Brandão

Law Student

TVA SISTEMA DE TELEVISÃO S.A.

BY-LAWS

NAME, PRINCIPAL PLACE OF BUSINESS, PURPOSE AND DURATION

ARTICLE 1 – TVA SISTEMA DE TELEVISÃO S.A. is a corporation regulated by these By-laws and by applicable law.

ARTICLE 2 – The principal place of business and jurisdiction of the Company shall be in the City of São Paulo, State of São Paulo, and by resolution of the Executive Board, it may open or close offices anywhere of Brazil or abroad.

ARTICLE 3 – The main purpose of the Company is the provision of cable TV services, and furthermore, of Multichannel Multipoint Distribution Services (MMDS), satellite pay TV and any other means of broadcasting, as well as rendering of other telecommunication services; production, distribution, import and export of its own or third-party television programs; import of equipment and spare parts for its own use; provision of other services in connection with broadcasting systems, reception and distribution of signals and other television programs; advertising and publicity in all of their forms, implications and modalities; publishing periodicals; provision of services and supply of data, audio and video digitalized information and distribution through online computer networks and related services, and the supply of equipment; formation, control and management of databases; research, development and production of digitalized information programs for the creation of a database; acquisition, development, production, customization, agency and sale of software, CD and other similar articles by electronic means; intermediation in sales of products and of pay TV by electronic means, and participation in other companies.

ARTICLE 4 – The term of duration of the Company shall be indefinite.

SHARE CAPITAL

ARTICLE 5 – The share capital of the Company shall be five hundred and eighty-six million, one hundred and ninety-nine thousand, four hundred and forty-eight Reais (R$ 586,199,448.00), divided into one hundred and sixty-seven million, nine hundred and ninety-seven thousand, nine hundred and forty-three (167,997,943) registered common shares, with no par value.

ARTICLE 6 – Each common share shall be entitled to one vote in the resolutions of the Shareholders Meetings.

ARTICLE 7 – The shareholders shall have a preemptive right to subscribe for new shares, in proportion to the shareholding previously held by them.

ARTICLE 8 – The shareholders shall pay the subscribed capital on the conditions established upon the subscription, and may determine that the payment be made by means of calls by the Company management.

Sole Paragraph – A shareholder that fails to make the payment on the agreed date shall be deemed legally in default and shall be subject to pay interest of one percent (1%) per month, monetary restatement and penalty of ten percent (10%) of the amount of the amount in default.

SHAREHOLDERS MEETING

ARTICLE 9 – The Shareholders Meeting shall be held on an annual or special basis, pursuant to the law.

Sole Paragraph – The Annual and Special Shareholders Meetings shall be convened and chaired by the Executive Officers.

ARTICLE 10 – The following matters shall be incumbent solely upon the Shareholders Meeting, in addition to the matters provided for in the Law:

I.to amend the By-laws;

II.to elect or remove at any time the Executive Officers of the Company and set their compensation;

III.to establish policies and guidelines for the Company;

IV.to authorize the disposal and encumbrance of the Company fixed assets above the amount of fifteen million Reais (R$ 15,000,000.00);

V.to authorize the granting of guarantees, including surety and aval guarantee to third parties, except guarantees to controlling, controlled, associated or affiliate companies.

ARTICLE 11 – The following matters shall be approved by shareholders representing at least fifty-one percent (51%) of the voting capital of the Company:

I.change in the preferences, advantages and conditions of redemption or amortization of shares; or creation of new classes of shares;

II.creation of founders’ shares;

III.change of the mandatory minimum dividend;

IV.fundamental change in the company, including assumption of new fields of activities;

V.merger of the Company into another company, consolidation or spin-off;

VI.dissolution of the Company or cessation of the liquidation status;

VII.creation and issuance of debentures;

VIII.performance of acts not expressly mentioned not included in the ordinary course of business of the Company.

MANAGEMENT

ARTICLE 12 – The Company shall be managed by an Executive Board composed of not more than six (6) members, who may or may not be shareholders, residents of Brazil, who shall be elected and removed by the Shareholders Meeting, and shall have no specific title.

Sole Paragraph – The term of office of the Executive Board shall be of three (3) years, the Executive Officers may be reelected, and shall perform their duties until the investiture of their successors.

ARTICLE 13 – The Executive Officers shall mutually replace each other in their absences or impediments. In the event of a vacancy, the Shareholders Meeting shall fill in the office, and the new member shall complete the term of office of the replaced officer.

ARTICLE 14 – The Executive Board shall meet in order to:

I – prepare the financial statements and the management report, to be submitted for analysis by the members of the Audit Committee, if this is the case, and sent to the Shareholders Meeting;

II – resolve on the creation, extinction and transfer of establishments anywhere in Brazil or abroad;

III – authorize the disposal and encumbrance of the Company fixed assets in transactions not exceeding fifteen million Reais (R$ 15,000,000.00);

IV – appoint and remove independent auditors;

V – resolve on the participation in other companies or enterprises;

VI – resolve on to the Shareholders Meeting proposals to increase the share capital and to amend these By-laws ;

VII – decide on the matters provided for under the law, these By-laws or by the Shareholders Meeting.

Sole Paragraph – The Executive Board shall meet upon call notice sent by any of the Executive Officers and, in the event of a tie, the matter shall be submitted to the Shareholders Meeting.

ARTICLE 15 – The Executive Officers with no specific title shall have the duties set by the Shareholders Meeting or the meetings of the Executive Board.

ARTICLE 16 – The representation of the Company, in or out of court as plaintiff or defendant, and before any federal, state, municipal government departments, independent government agencies and any individuals or companies in general, shall be incumbent upon any Executive Officer, acting severally, or on an attorney-in-fact appointed pursuant to these By-laws.

Paragraph One – Powers of attorney shall mandatorily be granted by of two (2) Executive Officers signing jointly, and shall specify the powers granted, the limitations, and the conditions and term of effectiveness, except for powers of attorney granted for judicial purposes, which shall have an indefinite term of effectiveness.

Paragraph Two - The acts, agreements and instruments implying liability to the Company or releasing third parties from obligations with the Company, as well as the disposal or encumbrance of fixed assets in transactions not exceeding fifteen million Reais (R$ 15,000,000.00) shall always be executed by two Executive Officers, or by one Executive Officer together with one attorney-in-fact or, furthermore, by two attorneys-in-fact appointed pursuant to these By-laws.

Paragraph Three – For the performance of day-to-day acts, remittance of ordinary mail, receipts, endorsements of checks for deposit in the Company bank accounts, endorsements and trade acceptances issued by or on behalf of the Company, for collection, discount or pledge at financial institutions to the

credit of the Company, the individual signature of any Executive Officer or a regularly appointed attorney-in-fact with specific powers shall suffice.

ARTICLE 17 – The use of the company name in sureties, aval guarantees, acceptances, endorsements or in documents that are not in the interest of the Company or imply mere gratuity are hereby expressly prohibited.

AUDIT COMMITTEE

ARTICLE 18 – The Company shall have an Audit Committee, which shall not be permanently instated, and shall be composed of three (3) effective members and deputies (an equal number), whether or not shareholders, elected by the Shareholders Meeting and with the duties authorized under the law.

Paragraph One – Only individuals residing in Brazil, who are in compliance with the applicable legal requirements may be elected for the Audit Committee. They shall perform their duties up to the first Annual Shareholders Meeting held after their election, and may be reelected.

Paragraph Two – The remuneration of the members of the Audit Committee shall be set by the Shareholders Meeting that elected them, with due regard for the provisions of the Law.

FISCAL YEAR, FINANCIAL STATEMENTS AND DISTRIBUTION OF PROFITS

ARTICLE 19 – The fiscal year shall begin on January 1 and end on December 31 of each year.

ARTICLE 20 – The financial statements shall be prepared at the end of every fiscal year, in accordance with applicable laws.

ARTICLE 21 – The net profits ascertained in each year, after the legal deductions, shall be allocated as determined by the Shareholders Meeting, after consulting the Audit Committee, if any.

Paragraph One – The shareholders shall be entitled to receive a mandatory annual dividend not lower than twenty-five percent (25%) of the net profits of the year, after deduction of the portion intended for legal reserve.

Paragraph Two – Every six (6) months or lower periods, the Company may draw up a balance sheet and distribute dividends.

GENERAL PROVISIONS

ARTICLE 22 – The Company may be dissolved in any of the events provided for in the law or by resolution of the Shareholders Meeting, which shall establish the form of liquidation and appoint the liquidator and the Audit Committee operating in that period.

ARTICLE 23 – Any omission in these By-laws shall be governed by the applicable law, especially Law No. 6.404, of December 15, 1976.”

São Paulo, May 07, 2004. (Signed) Shareholder – TEVECAP S.A. (by its Executive Officers Marcelo Vaz Bonini and Carlos Eduardo Malagoni).

Conforms to the original.

(sgd)

Carlos Eduardo Malagoni

Secretary

Examined by the Counsel:

(sgd)

Katia Regina Rocha Bou Mansour

Brazilian Bar Association, São Paulo Chapter No. 114.251

(sgd)

Juliana Brandão

Law Student

Protocol JUCESP: 164899/05-4

TVA SISTEMA DE TELEVISÃO S.A.

CNPJ No. 71.613.400/0001-10

NIRE 35300136187

MINUTES OF THE SPECIAL SHAREHOLDERS MEETING

HELD ON FEBRUARY 15, 2005

PLACE AND DATE: Meeting held at the Company’s principal place of business, at Av. das Nações Unidas, 7221, 7^th floor, in the City of São Paulo, State of São Paulo, at 10 a.m.

ATTENDANCE: TEVECAP S.A. – its only shareholder.

PRESIDING OFFICERS: Chairman – Leila Abraham Loria; Secretary – Carlos Eduardo Malagoni.

CALL NOTICE: waived pursuant to article 124, paragraph 4 of Law No. 6.404/76.

AGENDA: 1) Rectification of the number of shares into which the share capital is divided; and 2) Restatement of the By-laws.

RESOLUTIONS TAKEN BY UNANIMOUS VOTE:

1) Whereas:

(i) up to November 18, 2001, the shareholder TEVECAP S.A held six million, eight hundred and forty thousand, seven hundred and sixty-four (6,840,764) registered common shares, with no par value, of the Company share capital and, in turn, the shareholder Roberto Civita held one hundred and forty thousand (140,000) registered common shares, with no par value, of the Company share capital;

(ii) on November 19, 2001, the shareholder Roberto Civita assigned and transferred all of the equity interest held by him in the Company to Editora Abril S.A., which on the same date promptly transferred the said interest to the shareholder TEVECAP S.A.;

(iii) as a consequence of the transfers mentioned in item (ii) above, TEVECAP S.A. held, on November 19, 2001, six million, nine hundred and eighty thousand, seven hundred and sixty-four (6,980,764) registered common shares, with no par value, of the Company share capital; and

(iv) on March 31, 2003, TEVECAP S.A. subscribed and paid in one hundred and sixty-one million, one hundred and fifty-seven thousand, one hundred and seventy-nine (161,157,179) registered common shares, with no par value, therefore increasing its equity interest to one hundred and sixty-eight million, one hundred and thirty-seven thousand, nine hundred and forty-three (168,137,943) registered common shares, with no par value,

the shareholder TEVECAP S.A. resolves to rectify the number of shares held by it in the Company share capital, in accordance with the abovementioned dates and interest, as follows:

a) Minutes of the Special Shareholders Meeting held on March 31, 2003 (attendance list of shareholders and article 5 of the By-laws);

b) Minutes of the Annual Shareholders Meeting held on April 30, 2003 (attendance list of shareholders);

c) Minutes of the Special Shareholders Meeting held on July 1, 2003 (attendance list of shareholders and merger protocol and justification of Rede Ajato S.A.);

d) Minutes of the Special Shareholders Meeting held on December 4, 2003 (attendance list of shareholders);

e) Minutes of the Special Shareholders Meeting held on April 28, 2004 (attendance list of shareholders);

f) Minutes of the Special Shareholders Meeting held on May 4, 2004 (attendance list of shareholders);

g) Minutes of the Annual and Special Shareholders Meeting held on May 7, 2004 (attendance list of shareholders);

h) Minutes of the Special Shareholders Meeting held on December 1, 2004 (attendance list of shareholders).

1.1) The shareholder TEVECAP S.A. ratifies that since November 19, 2001, it has held one hundred percent (100%) of the Company equity interest, therefore being its wholly-owned subsidiary, subject to applicable legal provisions, especially article 253 of Law No. 6.404/76.

2) Lastly, the shareholder TEVECAP S.A. approves the restatement of the By-laws, reflecting the correct wording of article 5, which shall become effective with the wording attached hereto.

CLOSING: As there was no further business to transact, the meeting was adjourned, these minutes were approved, signed by all shareholders present, and the proceedings were closed. São Paulo, February 15, 2005. (signed) Shareholder – TEVECAP S.A. (by its Executive Officers Marcelo Vaz Bonini and Carlos Eduardo Malagoni).

Conforms with the original.

(sgd)

Carlos Eduardo Malagoni

Secretary

Examined by the Counsel:

(sgd)

Letícia Soares

Brazilian Bar Association, São Paulo Chapter No. 163.622

Registration certified by the Commercial Registry of São Paulo under No. 70.135/05-8.

TVA SISTEMA DE TELEVISÃO S.A.

CNPJ No. 71.613.400/0001-10

NIRE 35300136187

MINUTES OF THE SPECIAL SHAREHOLDERS MEETING

HELD ON FEBRUARY 15, 2005

LIST OF ATTENDANCE OFSHAREHOLDERS

SIGNATURE OF THE SHAREHOLDER OR ATTORNEY-IN-FACT	ADDRESS	NUMBER OF SHARES
TEVECAP S.A. (represented by its Executive Officers Marcelo Vaz Bonini and Carlos Eduardo Malagoni)	Av. das Nações Unidas, 7.221, 7th floor, Sector C, São Paulo/ State of São Paulo	168,137,943
TOTAL		168,137,943

Conforms with the original.

(sgd)

Carlos Eduardo Malagoni

Secretary

Examined by the Counsel:

(sgd)

Letícia Soares

Brazilian Bar Association, São Paulo Chapter No. 163.622

TVA SISTEMA DE TELEVISÃO S.A.

BY-LAWS

NAME, PRINCIPAL PLACE OF BUSINESS, PURPOSE AND DURATION

ARTICLE 1 – TVA SISTEMA DE TELEVISÃO S.A. is a corporation regulated by these By-laws and by applicable law.

ARTICLE 2 – The principal place of business and jurisdiction of the Company shall be in the City of São Paulo, State of São Paulo, and by resolution of the Executive Board, it may open or close offices anywhere of Brazil or abroad.

ARTICLE 3 – The main purpose of the Company is the provision of cable TV services, and furthermore, of Multichannel Multipoint Distribution Services (MMDS), satellite pay TV and any other means of broadcasting, as well as rendering of other telecommunication services; production, distribution, import and export of its own or third-party television programs; import of equipment and spare parts for its own use; provision of other services in connection with broadcasting systems, reception and distribution of signals and other television programs; advertising and publicity in all of their forms, implications and modalities; publishing periodicals; provision of services and supply of data, audio and video digitalized information and distribution through online computer networks and related services, and the supply of equipment; formation, control and management of databases; research, development and production of digitalized information programs for the creation of a database; acquisition, development, production, customization, agency and sale of software, CD and other similar articles by electronic means; intermediation in sales of products and of pay TV by electronic means, and participation in other companies.

ARTICLE 4 – The term of duration of the Company shall be indefinite.

SHARE CAPITAL

ARTICLE 5 – The share capital of the Company shall be five hundred and eighty-six million, one hundred and ninety-nine thousand, four hundred and forty-eight Reais (586,199,448.00), divided into one hundred and sixty-eight million, one hundred and thirty-seven thousand, nine hundred and forty-three (168,137,943) registered common shares, with no par value.

ARTICLE 6 – Each common share shall be entitled to one vote in the resolutions of the Shareholders Meetings.

ARTICLE 7 – The shareholders shall have a preemptive right to subscribe for new shares, in proportion to the shareholding previously held by them.

ARTICLE 8 – The shareholders shall pay the subscribed capital on the conditions established upon the subscription, and may determine that the payment be made by means of calls by the Company management.

Sole Paragraph – A shareholder that fails to make the payment on the agreed date shall be deemed legally in default and shall be subject to pay interest of one percent (1%) per month, monetary restatement and penalty of ten percent (10%) of the amount of the amount in default.

SHAREHOLDERS MEETING

ARTICLE 9 – The Shareholders Meeting shall be held on an annual or special basis, pursuant to the law.

Sole Paragraph – The Annual and Special Shareholders Meetings shall be convened and chaired by the Executive Officers.

ARTICLE 10 – The following matters shall be incumbent solely upon the Shareholders Meeting, in addition to the matters provided for in the Law:

VI.to amend the By-laws;

VII.to elect or remove at any time the Executive Officers of the Company and set their compensation;

VIII.to establish policies and guidelines for the Company;

IX.to authorize the disposal and encumbrance of the Company fixed assets above the amount of fifteen million Reais (R$ 15,000,000.00);

X.to authorize the granting of guarantees, including surety and aval guarantee to third parties, except guarantees to controlling, controlled, associated or affiliate companies.

ARTICLE 11 – The following matters shall be approved by shareholders representing at least fifty-one percent (51%) of the voting capital of the Company:

IX.change in the preferences, advantages and conditions of redemption or amortization of shares; or creation of new classes of shares;

X.creation of founders’ shares;

XI.change of the mandatory minimum dividend;

XII.fundamental change in the company, including assumption of new fields of activities;

XIII.merger of the Company into another company, consolidation or spin-off;

XIV.dissolution of the Company or cessation of the liquidation status;

XV.creation and issuance of debentures;

XVI.performance of acts not expressly mentioned not included in the ordinary course of business of the Company.

MANAGEMENT

ARTICLE 12 – The Company shall be managed by an Executive Board composed of not more than six (6) members, who may or may not be shareholders, residents of Brazil, who shall be elected and removed by the Shareholders Meeting, and shall have no specific title.

Sole Paragraph – The term of office of the Executive Board shall be of three (3) years, the Executive Officers may be reelected, and shall perform their duties until the investiture of their successors.

ARTICLE 13 – The Executive Officers shall mutually replace each other in their absences or impediments. In the event of a vacancy, the Shareholders Meeting shall fill in the office, and the new member shall complete the term of office of the replaced officer.

ARTICLE 14 – The Executive Board shall meet in order to:

I – prepare the financial statements and the management report, to be submitted for analysis by the members of the Audit Committee, if this is the case, and sent to the Shareholders Meeting;

II – resolve on the creation, extinction and transfer of establishments anywhere in Brazil or abroad;

III – authorize the disposal and encumbrance of the Company fixed assets in transactions not exceeding fifteen million Reais (R$ 15,000,000.00);

IV – appoint and remove independent auditors;

V – resolve on the participation in other companies or enterprises;

VI – resolve on to the Shareholders Meeting proposals to increase the share capital and to amend these By-laws ;

VII – decide on the matters provided for under the law, these By-laws or by the Shareholders Meeting.

Sole Paragraph – The Executive Board shall meet upon call notice sent by any of the Executive Officers and, in the event of a tie, the matter shall be submitted to the Shareholders Meeting.

ARTICLE 15 – The Executive Officers with no specific title shall have the duties set by the Shareholders Meeting or the meetings of the Executive Board.

ARTICLE 16 – The representation of the Company, in or out of court as plaintiff or defendant, and before any federal, state, municipal government departments, independent government agencies and any individuals or companies in general, shall be incumbent upon any Executive Officer, acting severally, or on an attorney-in-fact appointed pursuant to these By-laws.

Paragraph One – Powers of attorney shall mandatorily be granted by of two (2) Executive Officers signing jointly, and shall specify the powers granted, the limitations, and the conditions and term of effectiveness, except for powers of attorney granted for judicial purposes, which shall have an indefinite term of effectiveness.

Paragraph Two - The acts, agreements and instruments implying liability to the Company or releasing third parties from obligations with the Company, as well as the disposal or encumbrance of fixed assets in transactions not exceeding fifteen million Reais (R$ 15,000,000.00) shall always be executed by two Executive Officers, or by one Executive Officer together with one attorney-in-fact or, furthermore, by two attorneys-in-fact appointed pursuant to these By-laws.

Paragraph Three – For the performance of day-to-day acts, remittance of ordinary mail, receipts, endorsements of checks for deposit in the Company bank accounts, endorsements and trade acceptances issued by or on behalf of the Company, for collection, discount or pledge at financial institutions to the

credit of the Company, the individual signature of any Executive Officer or a regularly appointed attorney-in-fact with specific powers shall suffice.

ARTICLE 17 – The use of the company name in sureties, aval guarantees, acceptances, endorsements or in documents that are not in the interest of the Company or imply mere gratuity are hereby expressly prohibited.

AUDIT COMMITTEE

ARTICLE 18 – The Company shall have an Audit Committee, which shall not be permanently instated, and shall be composed of three (3) effective members and deputies (an equal number), whether or not shareholders, elected by the Shareholders Meeting and with the duties authorized under the law.

Paragraph One – Only individuals residing in Brazil, who are in compliance with the applicable legal requirements may be elected for the Audit Committee. They shall perform their duties up to the first Annual Shareholders Meeting held after their election, and may be reelected.

Paragraph Two – The remuneration of the members of the Audit Committee shall be set by the Shareholders Meeting that elected them, with due regard for the provisions of the Law.

FISCAL YEAR, FINANCIAL STATEMENTS AND DISTRIBUTION OF PROFITS

ARTICLE 19 – The fiscal year shall begin on January 1 and end on December 31 of each year.

ARTICLE 20 – The financial statements shall be prepared at the end of every fiscal year, in accordance with applicable laws.

ARTICLE 21 – The net profits ascertained in each year, after the legal deductions, shall be allocated as determined by the Shareholders Meeting, after consulting the Audit Committee, if any.

Paragraph One – The shareholders shall be entitled to receive a mandatory annual dividend not lower than twenty-five percent (25%) of the net profits of the year, after deduction of the portion intended for legal reserve.

Paragraph Two – Every six (6) months or lower periods, the Company may draw up a balance sheet and distribute dividends.

GENERAL PROVISIONS

ARTICLE 22 – The Company may be dissolved in any of the events provided for in the law or by resolution of the Shareholders Meeting, which shall establish the form of liquidation and appoint the liquidator and the Audit Committee operating in that period.

ARTICLE 23 – Any omission in these By-laws shall be governed by the applicable law, especially Law No. 6.404, of December 15, 1976.”

São Paulo, February 15, 2005. (Signed) Shareholder – TEVECAP S.A. (by its Executive Officers Marcelo Vaz Bonini and Carlos Eduardo Malagoni).

Conforms with the original.

(sgd)

Carlos Eduardo Malagoni

Secretary

Examined by the Counsel:

(sgd)

Letícia Soares

Brazilian Bar Association, São Paulo Chapter No. 163.622

EX-3.3

Exhibit 3.3

I hereby certify that the exhibit attached hereto is a fair and accurate English translation of the Articles of Incorporation of TVA Sul Parana Ltda.

By:	/s/ Carlos Eduardo Malagoni
	Name: Carlos Eduardo Malagoni
	Title:  Attorney-in-fact

Date:  September 28, 2005

TVA SUL PARANÁ LTDA

CNPJ (National Register of Legal Entities) No. 84.938.786/0001-82

NIRE (State Commercial Registration)No. 41202681240

25^th AMENDMENT OF THE ARTICLES OF ASSOCIATION, OF DECEMBER 2, 2003

The parties identified below:

a) TEVECAP S.A., a company having its principal place of business at Av. das Nações Unidas No. 7.221, 7^th floor, Sector D, in the City and State of São Paulo, enrolled with the National Corporate Taxpayers Register under CNPJ No. 57.574.170/0001-05, with its Bylaws duly filed with the Commercial Register of the State of São Paulo sob No. 35210387181, herein represented by its Executive Officers, Marcelo Vaz Bonini, Brazilian, single, accountant, bearer of the Identity Card RG/SSP/SP No. 15.191.436, and enrolled with the Individual Taxpayers Register of the Ministry of Finance under CPF/MF No. 086.949.108-37, with professional address at Rua do Rocio No. 313, 12^th floor, in the City and State of São Paulo, and Antonio Valdemir Pereira Ramos, Brazilian, married, accountant, bearer of the Identity Card RG/SSP/SP No. 2.633.818, enrolled with the Individual Taxpayers Register of the Ministry of Finance under CPF/MF No. 049.128.108.00, with professional address at Av. das Nações Unidas, No. 7.221, in the City and State of São Paulo;

b) EMÍLIO HUMBERTO CARAZZAI SOBRINHO, Brazilian, married, industrial commerce administrator, bearer of the Identity Card RG No. 1.102.550, issued by the SDS/PE, and enrolled with the Individual Taxpayers Register of the Ministry of Finance under CPF/MF No. 037.321.504-53, with professional address at Av. das Nações Unidas, No. 7.221, 25^th floor, in the City and State of São Paulo;

Sole quotaholders of the limited business company TVA SUL PARANÁ LTDA., with its principal place of business at Rua Martha Kateiva de Oliveira No. 319, in the City of Curitiba, State of Paraná, enrolled with the National Corporate Taxpayers Register under CNPJ No. 84.938.786/0001-82, with its Articles of Association and last amendment thereof filed with the Commercial Registry of the State of Paraná under Nos. 41202681240 and 20031516394, in sessions held on January 7, 1992 and July 9, 2003, respectively,

RESOLVE:

I – To change the address of the Company branch located in the City of Florianópolis, in order for its numbering to conform to the records existing with the Municipal Government. The address is therefore changed to Rodovia João Paulo No. 212, Suite 1, District of Saco Grande I, in the City of Florianópolis, State of Santa Catarina.

II- To ratify the current composition of Management of the Company, as follows:

LEILA ABRAHAM LORIA

MARCELO VAZ BONINI

EMÍLIO HUMBERTO CARAZZAI SOBRINHO

VITO CHIARELLA NETO

KUNIO OHARA

Vacant Office

Term of Office: Indefinite

II – As a result of the above changes and of the modifications brought by the New Brazilian Civil Code, the quotaholders further decide to adapt the wording of the Articles of Association, which become effective with the following wording:

“TVA SUL PARANÁ LTDA”.

ARTICLES OF ASSOCIATION

DENOMINATION, PRINCIPAL PLACE OF BUSINESS, PURPOSE AND DURATION

Article 1 – The name of the Company is TVA SUL PARANÁ LTDA.

Article 2 – The Company has its principal place of business at Rua Martha Kateiva de Oliveira No. 319, in the City of Curitiba, State of Paraná, and branches at the following addresses: (i) Rua Dom Pedro II No. 255, store No. 78, Shopping Novo Batel, on the Coronel Dulcidio floor, Batel, in the City of Curitiba, State of Paraná; (ii) Rodovia João Paulo No. 212, Suite 1, District of Saco Grande I, Florianópolis, State of Santa Catarina and (iii) Rua Carlos Sbarini, No. 410, 2^nd floor, Suite 1, Foz do Iguaçu, State of Paraná.

Sole Paragraph – The Executive Board of the Company may open and close branches or offices anywhere within the national territory.

Article 3 - The main purpose of the Company is the provision of services of Cable TV, and furthermore, of Multichannel Multipoint Distribution Service - MMDS, Satellite Pay TV and by any other means of transmission; as well as rendering of other telecommunications services; the production, distribution, import and export of its own or third-party TV programs; import of equipment and spare parts for its own use; rendering of other services in connection with transmission systems, reception and distribution of signals and TV programs; advertising and publicity in all of their forms, implications and modalities; publishing periodicals, and participation in other companies.

Article 4 – The Company has an indefinite term of duration.

QUOTA CAPITAL

Article 5 – The quota capital, fully paid up in national currency, is seventy-two million, twenty-four thousand, six hundred and thirty-five Reais (R$ 72,024,635.00), divided into twenty-eight million, eight hundred nine thousand and eight hundred and fifty-four (28,809,854) quotas, in the amount of two Reais and fifty cents (R$ 2.50) each, distributed between the quotaholders as follows:

Quotaholders	Quotas	Amount (R$)
TEVECAP S.A.	28,809,853	72,024,632.50
Emílio Humberto Carazzai Sobrinho	1	2.50
Total	28,809,854	72,024,635.00

Sole Paragraph - The liability of the quotaholders is limited to the amount of their quotas, but all of them are co-liable for payment of the quota capital.

RESOLUTIONS OF THE QUOTAHOLDERS

Article 6 - The quotaholders shall take resolutions gathered in meetings that shall be called by means of letter with notice of receipt.

Article 7- The meetings may be waived in the event all quotaholders shall resolve in writing on the matter included in the agenda.

Article 8 – Every year, within four months after the end of the fiscal year, the quotaholders shall judge the accounts of the management executive officers, the balance sheet and the financial statements, and shall elect the executive officers and other matters of interest to the company.

Article 9 – The quotaholders shall unanimously decide on:

I – the appointment of executive officers who are not quotaholders for as long as the quota capital is not paid in;

Article 10 – At least two-thirds of the quota capital shall be required to decide on:

I – the appointment of executive officers who are not quotaholders, after the payment of the quota capital;

Article 11 - At least three-fourths of the quota capital shall be required to decide on:

I- amendment of the Articles of Association;

II- transformation, merger, consolidation, dissolution or spin-off;

III - cessation of the state of liquidation;

IV- appointment of executive officers in the Articles of Association.

Article 12 – The favorable vote of the absolute majority of the quota capital shall be required for resolutions on the following:

I - appointment of executive officers in a separate instrument;

II - removal of the executive officers;

III - compensation of the executive officers; and

IV - filing for composition with creditors.

Article 13 – The favorable vote of the majority of votes of those present at the meeting shall be required for resolutions on all other matters, and particularly on:

I – the approval of the accounts of the management; and

II – the appointment and removal of liquidators and judgment of their accounts.

MANAGEMENT

Article 14 - The Company shall be managed by five (5) Executive Officers, who may or may not be quotaholders and shall have ample powers to manage the company’s businesses.

They are: Marcelo Vaz Bonini, Brazilian, single, accountant, bearer of the Identity Card RG No 15.191.436 issued by the SSP/SP, enrolled with the Individual Taxpayers Register under CPF No. 086.949.108-37, domiciled in the State of São Paulo, with office at Av. das Nações Unidas No. 7221, 21^st floor, in the District of Pinheiros;

Leila Lória Abraham, Brazilian, married, industrial business administrator, bearer of the Identity Card RG No. 03.164.539-3 issued by the IFP, enrolled with the Individual Taxpayers Register of the Ministry of Finance under CPF/MF No. 375.862.707-91, domiciled in the Capital of the State of São Paulo, with office at Av. das Nações Unidas, No. 7221, 7^th floor, Sector A, in the District of Pinheiros;

Vito Chiarella Neto, Brazilian, married, accountant, bearer of the Identity Card RG No 12.354.368, issued by the SSP/SP, enrolled with the Individual Taxpayers Register of the Ministry of Finance under CPF/MF No. 114.884.868-16, domiciled in the State of São Paulo, with administrative office at Avenida das Nações Unidas, No. 7221, 7^th floor, Sector A, in the District of Pinheiros;

Kunio Ohara, Brazilian, married, engineer, bearer of the Identity Card RG No 4.107.144, issued by the SSP/SP, enrolled with the Individual Taxpayers Register of the Ministry of Finance under CPF/MF No. 340.310.658-68, domiciled in the State of São Paulo, with administrative office at Avenida das Nações Unidas, No. 7221, 7th floor, Sector D, in the District of Pinheiros;

Emílio Humberto Carazzai Sobrinho, Brazilian, married, industrial business administrator, bearer of the Identity Card RG No. 1.102,550, issued by the SDS/PE and enrolled with the Individual Taxpayers Register of the Ministry of Finance under CPF/MF No. 037.321.504-53, domiciled in the Capital of the State of São Paulo, with office at Avenida das Nações Unidas, No. 7221, 26^th floor, Sector A, in the District of Pinheiros;

Paragraph 1. The executive officers shall be appointed or removed by means of either an amendment of these Articles of Association or a separate instrument, which shall be filed with the Commercial Registry. The executive officers shall take office by signing the instrument of investiture in the register of minutes of the management meetings.

Paragraph 2 - The Company shall be represented:

(a) by the joint signature of two executive officers, or of one executive officer and one attorney-in-fact, or also, by two attorneys-in-fact with special powers for the acts, agreements and documents that are binding on the Company, or which release third-party obligations to the Company.

(b) by the joint signature of two executive officers, or of one executive officer and one attorney-in-fact, or also, by two attorneys-in-fact with special powers for granting guarantees to controlling companies, directly or indirectly controlled companies, and affiliates.

(c) by the individual signature of one executive officer or of one attorney-in-fact vested with special powers,  in and out of court and before any federal, state or municipal governmental agencies and authorities, and before any individuals or legal entities in general, as well as for the practice of routine acts, sending of correspondence, give receipts and endorse checks for deposit in the bank accounts of the Company.

Paragraph 3 – The appointment of attorneys-in-fact shall require the joint signature of two executive officers, and the respective powers of attorney shall expressly provide for the acts they are allowed to practice. Except for those granted for judicial purposes, all other powers of attorney granted by the Company shall be effective for one year.

Paragraph 4 – The company name may not be used for granting guarantees to third-parties, unless in the event of guarantees granted to controlling companies, directly or indirectly controlled companies, and affiliates.

Paragraph 5 - The executive officers are dispensed with posting bond, and they shall be entitled to a monthly compensation to be established by the quotaholders.

Paragraph 6 - The executive officers elected herein shall sign instruments of investiture, wherein they shall declare not to involved in any of the crimes provided for in law, which would prevent them from exercising commercial activities.

TRANSFER OR ASSIGNMENT OF QUOTAS

Article 15- No quotaholder may transfer all or part of his/her/its quotas to third parties, without first offering them under the exact same conditions to the other quotaholder, by means of written notice sent at least thirty days in advance, for the latter to exercise his/her/its right of first refusal to acquire the quotas.

Paragraph 1 - -Any assignment shall be preceded by a notice containing a written proposal for the acquisition by a third party acting in good-faith, so that the other quotaholder, if he/she/it wishes to do so, may exercise his/her/its right of first refusal within thirty days.

Paragraph 2 – If the offered quotaholder should fail to exercise his/her/its right of first refusal, the notifying quotaholder shall be authorized to assign the quotas to the interested third party, within ten days on the conditions offered in the notice. Any assignment made in violation of the initial proposal shall be deemed to be ineffective.

Paragraph 3 - Any assignment of quotas implying imply transfer of the controlling power of the Company shall depend on prior authorization from the Ministry of Communications.

AMENDMENT TO THE ARTICLES OF ASSOCIATION, DISSOLUTION AND LIQUIDATION

Article 16 - All resolutions of the company, except for those relating to matters for which the lawrequires special quorum to resolve, shall pass by the favorable vote of quotaholders representing the majority of the quota capital, for which purpose each quota shall be entitled to one vote. A dissenting quotaholder shall be entitled to withdraw from the Company and be reimbursed for the amount of his/her/its quota,s according to the provisions of article 17 of these Articles.

Article 17 – In the event of bankruptcy, death, incapacity, exclusion or withdrawal of a quotaholder, the Company shall not be dissolved. In any such event the credits of the quotaholder shall be ascertained by a specialized company upon an evaluation at market prices, based on a specially drawn up balance sheet. For such purpose, tangible and intangible assets shall be taken into account, as well as any liabilities existing on the date of the event, and the payment of the credits shall be made within six months.

Sole Paragraph – In the event of death or interdiction, the heirs of the quotaholder may appoint a representative to take his place in the Company, who shall be approved by the other quotaholders.

FISCAL YEAR, BALANCE SHEET AND PROFITS

Article 18 - The fiscal year shall end on December 31, at which time the appropriate financial statements shall be prepared. The company may also prepare interim trial balances and resolve on the allocation of such profits. Any decision on the allocation of the profits shall depend on unanimous approval by the quotaholders.

JURISDICTION AND GOVERNING LAW

Article 19 - The parties hereby elect the Courts of the Judicial District of the Capital City of São Paulo to settle any dispute arising out of these Articles of Association.

Article 20 - The Company shall be governed by the provisions of these Articles of Association. In the event of any omission therein, the legal provisions of the Civil Code (Law No. 10.406, of January 10, 2002) specifically applying to limited liability companies shall apply, supplemented by the law on joint stock companies (Law No. 6.404, of December 15, 1976, as amended).”

In witness whereof, the parties execute this instrument in three (3) counterparts of equal content and form, in the presence of the two witnesses indicated below.

Curitiba, December 2, 2003

(sgd)

TEVECAP S.A.

(Marcelo Vaz Bonini)

(Antônio Valdemir Pereira Ramos)

(sgd)

EMÍLIO H. CARAZZAI SOBRINHO

(sgd)

LEILA ABRAHAM LORIA

(sgd)

MARCELO VAZ BONINI

(sgd)

VITO CHIARELLA NETO

(sgd)

KUNIO OHARA

Witnesses:

1)(sgd)

Juliana Brandão

ID No. No. 32503815-6 SSP/SP

CPF No. 224647018-82

2)(sgd)

Eliane Carneiro

ID No. No. 187572148-17

CPF No. 25.604.518-5 SSP/SP

Attorney in Charge:

(sgd)

Katia Regina Rocha Bou Mansour

Brazilian Bar Association, São Paulo Chapter (OAB/SP) No. 114.251

TVA SUL PARANÁ LTDA

CNPJ (National Register of Legal Entities) No. 84.938.786/0001-82

NIRE (State Commercial Registration)No. 41202681240

26^th AMENDMENT OF THE ARTICLES OF INCORPORATION, OF MAY 24, 2004

The parties identified below:

a) TEVECAP S.A., a company having its principal place of business at Av. das Nações Unidas No. 7.221, 7^th floor, Sector D, in the City and State of São Paulo, enrolled with the National Corporate Taxpayers Register under CNPJ No. 57.574.170/0001-05, with its Bylaws duly filed with the Commercial Register of the State of São Paulo sob No. 35210387181, herein represented by its Executive Officers, Marcelo Vaz Bonini, Brazilian, single, accountant, bearer of Identity Card RG/SSP/SP No. 15.191.436, and enrolled with the Individual Taxpayers Register of the Ministry of Finance under CPF/MF No. 086.949.108-37, with professional address at Av. das Nações Unidas, No. 7.221, 21^st floor, in the City and State of São Paulo, and Carlos Eduardo Malagoni, Brazilian, married, economist, bearer of Identity Card RG No. 8.586.507-0, enrolled with the Individual Taxpayers Register of the Ministry of Finance under CPF/MF No. 146.330.328-95, with professional address at Av. das Nações Unidas, No. 7.221, 7^th floor, in the City and State of São Paulo;

b) EMÍLIO HUMBERTO CARAZZAI SOBRINHO, Brazilian, married, business administrator, bearer of Identity Card RG No. 1.102.550, issued by the SDS/PE, and enrolled with the Individual Taxpayers Register of the Ministry of Finance under CPF/MF No. 037.321.504-53, with professional address at Av. das Nações Unidas, No. 7.221, 25^th floor, in the City and State of São Paulo;

Sole quotaholders of the limited business company TVA SUL PARANÁ LTDA., with its principal place of business at Rua Martha Kateiva de Oliveira No. 319, in the City of Curitiba, State of Paraná, enrolled with the National Corporate Taxpayers Register under CNPJ No. 84.938.786/0001-82, with its Articles of Incorporation filed with the Commercial Registry of the State of Paraná under No. 41202681240, in session held on January 7, 1992,

and further attending as a quotaholder hereby admitted to the Company, Mr. Marcelo Vaz Bonini, qualified above,

RESOLVE:

1 – Quotaholder Emílio Humberto Carazzai Sobrinho withdraws from the Company, assigning and transferring, as in fact has assigned and transferred, the quota he holds in the quota capital to Mr. Marcelo Vaz Bonini.

2. Assignor, assignee and the Company give each other broad, general and unlimited release, without further claims on any account whatsoever.

3. Accordingly, Mr. Marcelo Vaz Bonini becomes a party to the Articles of Incorporation, accepting all of its terms and conditions.

4. By virtue of the above decision, Article 5 of the Articles of Incorporation is hereby amended, with the remaining its paragraph unchanged, which shall read as follows:

“Article 5 – The quota capital, fully paid up in national currency, is seventy-two million, twenty-four thousand, six hundred and thirty-five Reais (R$ 72,024,635.00), divided into twenty-eight million, eight hundred nine thousand and eight hundred and fifty-four (28,809,854) quotas, in the amount of two Reais and fifty cents (R$ 2.50) each, distributed between the quotaholders as follows:

Quotaholders	Quotas	Amount (R$)
TEVECAP S.A.	28,809,853	72,024,632.50
Marcelo Vaz Bonini	1	2.50
Total	28,809,854	72,024,635.00

5. To accept the resignations of Ms. Leila Abraham Loria and Mr. Kunio Ohara from the offices of Executive Officers for strictly personal reasons and to give to each of them broad, full, irreversible, and irrevocable release for all acts performed by them while in their offices and, furthermore, to appoint Mr. CARLOS EDUARDO MALAGONI, Brazilian, married, economist, bearer of Identity Card RG No. 18.586.507-0, and enrolled with the Individual Taxpayers Register of the Ministry of Finance under CPF/MF No. 146.330.328-95, with professional address at Av. das Nações Unidas, No. 7.221, 7^th floor, in the City and State of São Paulo, to replace Ms. Leila Abraham Loria,. The other office of Executive Officer shall remain vacant. The Executive Officer herein elected will be signing on the date hereof the respective instrument of investiture, and declaring that he has not been involved in any of the crimes provided for in the law, which would prevent him from carrying out commercial activities. He further declared not to have been sentenced to any penalty preventing him for as long as the effects of conviction should remain or even temporarily, from having access to public offices or for bankruptcy crime, malfeasance or bribery, graft, embezzlement or crime against the public interest, the national financial system, the antitrust laws, the consumption relations, or against the full faith or ownership.,.

6. Rectify the current composition of the Executive Board:

EXECUTIVE BOARD

Executive Officer: Emílio Humberto Carazzai Sobrinho

Executive Officer: Marcelo Vaz Bonini

Executive Officer: Vito Chiarella Neto

Executive Officer: Carlos Eduardo Malagoni

7. The other terms and conditions of the Articles of Incorporation not expressly amended herein shall remain unaltered and in effect.

Curitiba, May 24, 2004

(sgd) (sgd)

TEVECAP S.A.

(Marcelo Vaz Bonini)

(Carlos Eduardo Malagoni)

(sgd)

EMÍLIO H. CARAZZAI SOBRINHO

(sgd)

MARCELO VAZ BONINI

Executive Officer:

(sgd)

Carlos Eduardo Malagoni

Witnesses:

3)(sgd)

Ana Cláudia Torres Alencar

ID No. No. 18.432.183-9 SSP/SP

CPF/MF No. 074.105.798-03

4)(sgd)

Juliana Flávia Brandão

ID No. No. 32.503.815-6 SSP/SP

CPF/MF No. 224.647.018-82

Attorney in Charge:

(sgd)

Katia Regina Rocha Bou Mansour

Brazilian Bar Association, São Paulo Chapter (OAB/SP) No. 114.251

EX-3.4

Exhibit 3.4

I hereby certify that the exhibit attached hereto is a fair and accurate English translation of the Articles of Incorporation of Comercial Cabo TV São Paulo Ltda.

By:	/s/ Carlos Eduardo Malagoni
	Name: Carlos Eduardo Malagoni
	Title: Attorney-in-fact

Date:  September 28, 2005

COMERCIAL CABO TV SÃO PAULO LTDA.

CNPJ (National Register of Legal Entities) No. 65.791.444/0001-38

NIRE (State Commercial Registration)No. 35210053959

AMENDMENT OF THE ARTICLES OF ASSOCIATION, OF DECEMBER 4, 2003

The parties identified below:

TEVECAP S.A. (successor by merger into TVA Distribuidora S.A.), a company having its principal place of business at Av. das Nações Unidas No. 7.221, 7^th floor, Sector D, in the City and State of São Paulo, enrolled with the National Corporate Taxpayers Register under CNPJ No. 57.574.170/0001-05, with its Bylaws duly filed with the Commercial Register of the State of São Paulo sob No. 35210387181, herein represented by its Executive Officers, Marcelo Vaz Bonini, Brazilian, single, accountant, bearer of the Identity Card RG/SSP/SP No. 15.191.436, and enrolled with the Individual Taxpayers Register of the Ministry of Finance under CPF/MF No. 086.949.108-37, and Antonio Valdemir Pereira Ramos, Brazilian, married, accountant, bearer of the Identity Card No. 2.633.818-SSP/SP, enrolled with the Individual Taxpayers Register of the Ministry of Finance under CPF/MF No. 049.128.108.00, with professional address at Av. das Nações Unidas, No. 7.221, in the City and State of São Paulo; and

ROBERTO CIVITA, Brazilian, married, publisher, bearer of the Identity Card RG No. 1.666.785, and enrolled with the Individual Taxpayers Register of the Ministry of Finance under CPF/MF No. 006.890.178-04, with professional address at Av. das Nações Unidas, No. 7.221, 24^th floor, in the City and State of São Paulo;

Sole quotaholders of the limited business company COMERCIAL CABO TV SÃO PAULO LTDA., with its principal place of business at Rua do Rocio, 313, suite 111, in the City of São Paulo, State of São Paulo, enrolled with the National Corporate Taxpayers Register under CNPJ No. 65.791.444/0001-38, with its Articles of Association filed with the Commercial Registry of the State of São Paulo under No. 35210053959, in a session held on April 12, 1991, and last amendment thereof, currently under registration.

RESOLVE:

I – Ratify that the current composition of the Executive Board, as follows:

EMÍLIO HUMBERTO CARAZZAI SOBRINHO

LEILA ABRAHAM LORIA

MARCELO VAZ BONINI

VITO CHIARELLA NETO

KUNIO OHARA

Term of Office: Indefinite

II – As a result of the above changes brought by the New Brazilian Civil Code, the quotaholders further decide to adapt the wording of the Articles of Association, which become effective with the following wording:

“COMERCIAL CABO TV SÃO PAULO LTDA”

ARTICLES OF ASSOCIATION

COMPANY NAME, PRINCIPAL PLACE OF BUSINESS, PURPOSE AND DURATION

Article 1 – The name of the Company is COMERCIAL CABO TV SÃO PAULO LTDA.

Article 2 – The Company has its principal place of business at Av. das Nações Unidas No. 7.221, 5^th floor, Sector C, in the City and State of São Paulo.

Sole Paragraph – The Executive Board of the Company may open and close branches or offices anywhere within the national territory.

Article 3 - The main purpose of the Company is the provision of services of Cable TV, and furthermore, of Multichannel Multipoint Distribution Service - MMDS, Satellite Pay TV and by any other means of broadcasting; as well as rendering of other telecommunications services; the production, distribution, import and export of its own or third-party TV programs; import of equipment and spare parts for its own use; rendering of other services in connection with transmission systems, reception and distribution of signals and TV programs; advertising and publicity in all of their forms, implications and modalities; publishing periodicals, and participation in other companies.

Article 4 – The Company has an indefinite term of duration.

QUOTA CAPITAL

Article 5 – The quota capital, fully paid up in national currency, is three million, nine hundred and eighty-eight thousand, nine hundred and fifty-seven Reais (R$ 3.988.957.00), divided into one million, one hundred thirty-nine thousand and seven hundred and two (1,139,702) quotas, in the amount of three Reais and fifty cents (R$ 3.50) each, distributed between the quotaholders as follows:

Quotaholders	Quotas	Amount (R$)
TEVECAP S.A.	1,139,685	3,988,897.50
Roberto Civita	17	59.50
Total	1,139,702	3.988.957.00

Sole Paragraph - The liability of each of the quotaholders is limited to the amount of their quotas, but all of them are co-liable for payment of the quota capital.

RESOLUTIONS OF THE QUOTAHOLDERS

Article 6 - The quotaholders shall take resolutions gathered in meetings that shall be called by means of

letter with notice of receipt.

Article 7 - The meetings may be waived in the event all quotaholders shall resolve in writing on the matter included in the agenda.

Article 8 - Every year, within four months after the end of the fiscal year, the quotaholders shall judge the accounts of the management executive officers, the balance sheet and the financial statements, and shall elect the executive officers and other matters of interest to the company.

Article 9 – The quotaholders shall unanimously decide on:

I – the appointment of Executive Officers who are not quotaholders for as long as the quota capital is not paid in;

Article 10 – At least two-thirds of the quota capital shall be required to decide on:

I – the appointment of Executive Officers who are not quotaholders, after the payment of the quota capital;

Article 11 - At least three-fourths of the quota capital shall be required to decide on:

I- amendment of the Articles of Association;

II- transformation, merger, consolidation, dissolution or spin-off;

III - cessation of the state of liquidation;

IV- appointment of executive officers in the Articles of Association.

Article 12 – The favorable vote of the absolute majority of the quota capital shall be required for resolutions on the following:

I - appointment of executive officers in a separate instrument;

II - removal of the executive officers;

III - compensation of the executive officers; and

IV - filing for composition with creditors.

Article 13 – The favorable vote of the majority of votes of those present at the meeting shall be required for resolutions on all other matters, and particularly on:

I – the approval of the accounts of the management; and

II – the appointment and removal of liquidators and judgment of their accounts.

MANAGEMENT

Article 14 - The Company shall be managed by the quotaholders who shall delegate their management powers to not more than five (5) delegate managers who shall have the title of Executive Officers and shall have full power to manage the company’s businesses.

Paragraph 1. The executive officers shall be appointed by means of delegation of authority made in these Articles of Association or in an amendment thereof, or in an “Instrument of Delegation”, which shall be filed with the Commercial Registry.

Paragraph 2 - The Company shall be represented:

(a) by the joint signature of two Executive Officers, or of one Executive Officer and one attorney-in-fact,

or also, by two attorneys-in-fact with special powers for the acts, agreements and documents that are binding on the Company, or which release third-party obligations to the Company.

(b) by the joint signature of two executive officers, or of one executive officer and one attorney-in-fact, or also, by two attorneys-in-fact with special powers for granting guarantees to controlling companies, directly or indirectly controlled companies, and affiliates.

(c) by the individual signature of one executive officer or of one attorney-in-fact vested with special powers, in and out of court and before any federal, state or municipal governmental agencies and authorities, and before any individuals or legal entities in general, as well as for the practice of routine acts, sending of correspondence, give receipts and endorse checks for deposit in the bank accounts of the Company.

Paragraph 3 – The appointment of attorneys-in-fact shall require the joint signature of two executive officers, and the respective powers of attorney shall expressly provide for the acts they are allowed to practice. Except for those granted for judicial purposes, all other powers of attorney granted by the Company shall be effective for one year.

Paragraph 4 – The company name may not be used for granting guarantees to third-parties, unless in the event of guarantees granted to controlling companies, directly or indirectly controlled companies, and affiliates.

Paragraph 5 - The executive officers are dispensed with posting bond, and they shall be entitled to a monthly compensation to be established by the quotaholders.

TRANSFER OR ASSIGNMENT OF QUOTAS

Article 15- No quotaholder may transfer all or part of his/her/its quotas to third parties, without first offering them under the exact same conditions to the other quotaholder, by means of written notice sent at least thirty days in advance, for the latter to exercise his/her/its right of first refusal to acquire the quotas.

Paragraph 1 - -Any assignment shall be preceded by a notice containing a written proposal for the acquisition by a third party acting in good-faith, so that the other quotaholder, if he/she/it wishes to do so, may exercise his/her/its right of first refusal within thirty days.

Paragraph 2 – If the offered quotaholder should fail to exercise his/her/its right of first refusal, the notifying quotaholder shall be authorized to assign the quotas to the interested third party, within ten days on the conditions offered in the notice. Any assignment made in violation of the initial proposal shall be deemed to be ineffective.

Paragraph 3 - Any assignment of quotas implying transfer of the controlling power of the Company shall depend on prior authorization from the Ministry of Communications.

AMENDMENT TO THE ARTICLES OF ASSOCIATION, DISSOLUTION AND LIQUIDATION

Article 16 - All resolutions of the company, except for those relating to matters for which the law requires special quorum to resolve, shall pass by the favorable vote of quotaholders representing the majority of the quota capital, for which purpose each quota shall be entitled to one vote. A dissenting quotaholder shall be entitled to withdraw from the Company and be reimbursed for the amount of his/her/its quota,s according to the provisions of article 17 of these Articles.

Article 17 – In the event of bankruptcy, death, incapacity, exclusion or withdrawal of a quotaholder, the Company shall not be dissolved. In any such event the credits of the quotaholder shall be ascertained by a

specialized company upon an evaluation at market prices, based on a specially drawn up balance sheet. For such purpose, tangible and intangible assets shall be taken into account, as well as any liabilities existing on the date of the event, and the payment of the credits shall be made within six months.

Sole Paragraph – In the event of death or interdiction, the heirs of the quotaholder may appoint a representative to take his place in the Company, who shall be approved by the other quotaholders.

FISCAL YEAR, BALANCE SHEET AND PROFITS

Article 18 - The fiscal year shall end on December 31, at which time the appropriate financial statements shall be prepared. The company may also prepare interim trial balances and resolve on the allocation of such profits. Any decision on the allocation of the profits shall depend on unanimous approval by the quotaholders.

JURISDICTION AND GOVERNING LAW

Article 19 - The parties hereby elect the Courts of the Judicial District of the Capital City of São Paulo to settle any dispute arising out of these Articles of Association.

Article 20 - The Company shall be governed by the provisions of these Articles of Association. In the event of any omission therein, the legal provisions of the Civil Code (Law No. 10.406, of January 10, 2002) specifically applying to limited liability companies shall apply, supplemented by the law on joint stock companies (Law No. 6.404, of December 15, 1976, as amended).”

In witness whereof, the parties execute this instrument in three (3) counterparts of equal content and form, in the presence of the two witnesses indicated below.

São Paulo, December 4, 2003

(sgd) (sgd)

TEVECAP S.A.

(Marcelo Vaz Bonini)

(Antônio Valdemir Pereira Ramos)

(sgd)

ROBERTO CIVITA

Witnesses:

1) (sgd)

Elaine C. Soglia

ID No.  29.517.804-8

CPF No. 266.971.088-35

2) (sgd)

(ilegível)

ID No. 25.604.518-5 SSP/SP

CPF No. 187572148-37

Attorney in Charge:

(sgd)

Rodrigo Panico

Brazilian Bar Association, São Paulo Chapter (OAB/SP) No. 158816

EX-3.5

Exhibit 3.5

I hereby certify that the exhibit attached hereto is a fair and accurate English translation of the Articles of Incorporation of CCS - Camboriú Cable System de TeleComunicações Ltda.

By:	/s/ Carlos Eduardo Malagoni
	Name: Carlos Eduardo Malagoni
	Title: Attorney-in-fact

Date:  September 28, 2005

CCS - CAMBORIÚ CABLE SYSTEM DE TELECOMUNICAÇÕES LTDA. CNPJ (National
Register of Legal Entities) No. 82.855.164/0001-65

NIRE (State Commercial Registration) No. 42201366252

11^th AMENDMENT OF THE ARTICLES OF ASSOCIATION, OF DECEMBER 8, 2004

The parties identified below,

TVA SUL PARANÁ LTDA., a company having its principal place of business at Rua Martha Kateiva de Oliveira, No. 319, in the City of Curitiba, State of Paraná, enrolled with the National Corporate Taxpayers Register under CNPJ No. 84.938.786/0001-82,registered with the Commercial Register of the State of Paraná under NIRE No. 41202681240, herein represented by its Executive Officers, VITO CHIARELLA NETO, Brazilian, married, accountant, bearer of the Identity Card RG/SSP/SP No. 16.354.368, and enrolled with the Individual Taxpayers Register of the Ministry of Finance under CPF/MF No. 114.884.868-16, and MARCELO VAZ BONINI, Brazilian, single, accountant, bearer of the Identity Card RG/SSP/SP No. 15.191.436, and enrolled with the Individual Taxpayers Register of the Ministry of Finance under CPF/MF No. 086.949.108-37, both with professional address at Av. das Nações Unidas, No. 7.221, in the City and State of São Paulo (in the capacity of successor of TVA SUL PARTICIPAÇÕES S.A.), and

CONSTRUTORA ENE ESSE LTDA., a company having its principal place of business at Avenida do Estado, No. 1.555, Balneário Camboriú, in the State of Santa Catarina, enrolled with the National Corporate Taxpayers Register under CNPJ No. 83.500.041/0001-74, registered with the Commercial Registry of the State of Santa Catarina under No. 42200448999, herein represented by its managers, Narbal Andrade de Souza, Brazilian, married, attorney, domiciled at Avenida do Estado, No. 1555, Balneário Camboriú, in the State of Santa Catarina, enrolled with the Individual Taxpayers Register under CPF No. 006.121.549-04, and José Lourenço de Oliveira, Brazilian, married, real state broker, domiciled at Avenida do Estado, No. 1555, Balneário Camboriú, in the State of Santa Catarina, enrolled with the Individual Taxpayers Register under CPF No. 291.716.449-20,

Sole quotaholders of the limited business company CCS-CAMBORIÚ CABLE SYSTEM DE TELECOMUNICAÇÕES LTDA., a company having its principal place of business at 5^a Avenida, No. 291, in the District of Vila Real – Postal Code No. 88 330-000, Balneário Camboriú, in the State of Santa Catarina, enrolled with the National Corporate Taxpayers Register under CNPJ No. 82.855.164/0001-65, with its Articles of Association duly filed with the Commercial Registry of the State of Santa Catarina under NIRE No. 42201366252, in a session held on November 22, 1990and last amendment to the Articles of Association duly filed under No. 20022361030, in a session held on December 30, 2002,

RESOLVE:

I – To accept the resignation of Messrs. Douglas Duran and Claudio Cesar D’Emilio, from the positions of Executive Officers of the Company, granting each of them full, irreducible, general and irrevocable release in relation to all acts practiced in the performance of their duties, and appoint, to take their place, Messieurs VITO CHIARELLA NETO, Brazilian, married, accountant, bearer of the Identity Card RG/SSP/SP No. 16.354.368, enrolled with the Individual Taxpayers Register of the Ministry of Finance under CPF/MF No. 114.884.868-16, and CARLOS EDUARDO MALAGONI, Brazilian, married, economist, bearer of the Identity Card RG No. 18.586.507-0, enrolled with the Individual Taxpayers Register of the Ministry of Finance under CPF/MF No. 146.330.328-95, both with professional address at Av. das Nações Unidas, No. 7.221, 7^th floor, in the City and State of São Paulo. The Executive Officers

elected herein signed the respective instruments of investiture, wherein they declare not to be involved in any of the crimes provided for in law, which would prevent them from exercising commercial activities.

II – To approve, on the terms of article 12 of the Articles of Association of the Company, the distribution and the payment of dividends to the quotaholders of the Company, as determined in the Balance Sheet of the Company, prepared on December 31, 2003, in the proportion of their respective quotaholdings, as shown below:

Quotaholders	No. of Quotas	Distributed Dividends (in R$)
TVA Sul Paraná Ltda	2,910,000	956,478,00
Construtora Ene Esse Ltda	1,940,000	637,652,00
Total	4,850,000	1,594,130.00

III – To reduce the quota capital of the Company, from four million, eight hundred and fifty thousand Reais (R$ 4,850,000.00), to two million, two hundred and forty-eight thousand, seven hundred and twelve Reais (R$ 2,248,712.00), meaning a reduction of two million, six hundred and one thousand, two hundred and eighty-eight Reais (R$ 2,601,288.00), through the cancellation of one million, five hundred and sixty thousand, seven hundred seventy-three (1,560,773) quotas of the quotaholder TVA Sul Paraná Ltda, and of one million, forty thousand, five hundred and fifteen (1,040,515) quotas of the quotaholder Construtora Ene Esse Ltda, with the consequent restitution, to the quotaholders, of the reduced portion.

IV – As a result of the above decision, the quotaholders decide to amend  article 5 of the Articles of Association, which becomes effective with the following wording: “Article 5 – The quota capital is two million, two hundred and forty-eight thousand, seven hundred twelve Reais (R$ 2,248,712.00), divided into two million, two hundred and forty-eight thousand, seven hundred and twelve (2,248,712) quotas, in the amount of one Real (R$ 1.00) each, fully subscribed and paid up in national currency, distributed between the quotaholders as follows:

Quotaholders	No. of Quotas	Amount (in R$)
TVA Sul Paraná Ltda	1,349,227	1,349,227.00
Construtora Ene Esse Ltda	899,485	899,485.00
Total	2,248,712	2,248,712.00

V – To amend and restate the wording of the Articles of Association, as a result of the changes brought by the New Brazilian Civil Code, which become effective with the following wording:

“CCS-CAMBORIÚ CABLE SYSTEM DE TELECOMUNICAÇÕES LTDA.

 ARTICLES OF ASSOCIATION

DENOMINATION, PRINCIPAL PLACE OF BUSINESS, PURPOSE AND DURATION

Article 1 – The name of the Company is CCS - CAMBORIÚ CABLE SYSTEM DE TELECOMUNICAÇÕES LTDA.

Sole Paragraph- The Company shall also be identified by the name of the establishment TVA SUL CAMBORIÚ.

Article 2 – The principal place of business of the Company is at 5^a Avenida, No. 291, in the District of Vila Real – Postal Code No.: 88 330-000, Balneário Camboriú, in the State of Santa Catarina.

Sole Paragraph- The Executive Board of the Company may open and close branches or offices anywhere within the national territory.

Article 3 - The main purpose of the Company is: (i) the rendering of services of Cable TV, of satellite Pay TV, or by any other means of broadcasting; as well as rendering of other telecommunications services; (ii) the production of programs for Pay TV and open TV; (iii) the import and export of goods, products, equipment or services, directly or indirectly related to the purpose of the company, as well as the rendering of services and the representation of other companies, whether national or foreign ones: (iv) the rendering of other services in connection with systems of transmission, reception and distribution of signals, advertising and publicity in all of their forms, implications and modalities; and (v) the participation in other companies as a partner, shareholder, quotaholder or as a member of a consortium.

Article 4 – The term of duration of the Company is indefinite. The Company started its activities on November 23, 1990.

QUOTA CAPITAL

Article 5 - The quota capital is two million, two hundred and forty-eight thousand, seven hundred and twelve Reais (R$ 2,248,712.00), divided into two million, two hundred and forty-eight thousand, seven hundred and twelve (2,248,712) quotas, in the amount of one Real (R$ 1.00) each, fully subscribed and paid up in national currency, distributed between the quotaholders as follows:

Quotaholders	No. of Quotas	Amount (in R$)
TVA Sul Paraná Ltda.	1,349,227	1,349,227.00
Construtora Ene Esse Ltda.	899,485	899,485.00
Total	2,248,712	2,248,712.00

Sole Paragraph- The liability of the quotaholders is limited to the amount of their quotas, but all of them are co-liable for the payment of the quota capital.

Article 6 - The quotaholders shall pay in the capital in proportion to their quotaholding and according to additional cash flow requirements.. Should any quotaholder fail to pay in all or part, the other quotaholder shall have the right to pay in the unpaid portion and, consequently, such defaulting quotaholder’s quotas.

QUOTAHOLDERS RESOLUTIONS

Article 7 - The quotaholders shall take resolutions gathered in meetings that shall be called by letter, return receipt requested

Article 8 - The meeting may be waived in the event all quotaholders shall resolve in writing on the matter included in the agenda.

Article 9 - Every year, within four months after the end of the fiscal year, the quotaholders shall judge the accounts of the management executive officers, the balance sheet and the financial statements, and shall elect the executive officers and other matters of interest to the company.

MANAGEMENT

Article 10 - The Company shall be managed by three (3) Executive Officers, who may or may not be quotaholders, who shall have ample powers to manage the company’s businesses, for an indefinite term, as follows:

I- Vito Chiarella Neto, Brazilian, married, accountant, bearer of Identity Card RG/SSP/SP No. 16.354.368, enrolled with the Individual Taxpayers Register of the Ministry of Finance under CPF/MF No. 114.884.868-16, with professional address at Av. das Nações Unidas, No. 7.221, 7^thfloor; in the City and State of São Paulo;

II- Carlos Eduardo Malagoni, Brazilian, married, economist, bearer of Identity Card RG/SSP/SP No. 18.586.507-0, enrolled with the Individual Taxpayers Register of the Ministry of Finance under CPF/MF No. 146.330.328-95, with professional address at Av. das Nações Unidas, No. 7.221, 7^th  floor, in the City and State of São Paulo;

III - Narbal Andrade de Souza, Brazilian, married, businessman, domiciled at Avenida Brasil, No. 855, Balneário Camboriú, in the State of Santa Catarina, enrolled with the Brazilian Bar Association, Santa Catarina Chapter, (OAB/SC) under No. 1805, and enrolled with the Individual Taxpayers Register under CPF No. 006.121.549-04. (include No. of RG and issuing body).

Paragraph 1 - The executive officers shall be appointed or removed by an amendment to these Articles of Association or  a separate instrument, which shall be filed in the Commercial Registry, and they shall sign an instrument of investiture in the register of minutes of the management meetings.

Paragraph 2 - The Company shall be represented:

(a) by the joint signature of two Executive Officers, as Plaintiff and Defendant, or by one Executive Officer and one attorney-in-fact, or by two attorneys-in-fact with  special powers.

(b) by the individual signature of one Executive Officer, or one attorney-in-fact with special powers granted for the practice of mere routine acts, the issuance of correspondence, receipts and endorsements of checks to be deposited in bank accounts of the Company.

Paragraph 3 - The appointment of attorneys-in-fact shall require the joint signature of two executive officers, and the respective powers of attorney shall expressly provide for the acts they are allowed to practice. Except for those granted for judicial purposes, all other powers of attorney granted by the Company shall be effective for one year.

Paragraph 4 - The company’s name shall not be used for granting guarantees to third-parties, nor in any businesses alien to the interest of the Company, or that imply liberality.

Paragraph 5 - The executive officers are dispensed with posting bond, and they shall be entitled to a monthly compensation to be established by the quotaholders.

TRANSFER OR ASSIGNMENT OF QUOTAS

Article 11- No quotaholder may transfer all or part of his/her/its quotas to third parties, without first offering them under the exact same conditions to the other quotaholder, by means of written notice sent at least thirty days in advance, for the latter to exercise his/her/its right of first refusal to acquire the quotas.

Paragraph 1- Any assignment shall be preceded by a notice containing a written proposal for the acquisition by a third party acting in good-faith, so that the other quotaholder, if he/she/it wishes to do so, may exercise his/her/its right of first refusal within thirty days.

Paragraph 2 - If the offered quotaholder should fail to exercise his/her/its right of first refusal, the notifying quotaholder shall be authorized to assign the quotas to the interested third party, within ten days on the conditions offered in the notice. Any assignment made in violation of the initial proposal shall be

deemed to be ineffective.

Paragraph 3 - Any assignment of quotas implying transfer of the controlling power of the Company shall depend on prior authorization from the Ministry of Communications.

AMENDMENT TO THE ARTICLES OF ASSOCIATION, DISSOLUTION AND LIQUIDATION

Article 12 – Any amendment to these Articles of Association shall depend on the express consent of all quotaholders.

Article 13 - In the event of bankruptcy, death, incapacity, exclusion or withdrawal of quotaholder, the Company shall not be dissolved. If such events should happen to one of the quotaholders, his amounts shall be determined based on a special balance sheet, and shall be paid to the quotaholders or his heirs in twelve (12) monthly, equal and successive installments, plus interest of twelve percent (12%) per year.

Sole Paragraph- In the event of death or interdiction, the heirs of the quotaholder may appoint a representative to take his  place in the Company, who shall be approved by the other quotaholders.

FISCAL YEAR, BALANCE SHEET AND PROFITS

Article 14 - The fiscal year shall end on December 31, at which time the appropriate financial statements shall be prepared. The company may also prepare interim trial balances and resolve on the allocation of such profits. Any decision on the allocation of the profits shall depend on unanimous approval by the quotaholders.

MISCELLANEOUS PROVISIONS

Article 15 – The Company, through all its quotaholders, hereby agrees to strictly comply with the laws, decrees, regulations, rules and recommendations made to it by the Public Granting Powers.

JURISDICTION

Article 16 - The parties hereby elect the Courts of the Judicial District of Balneário Camboriú, State of Santa Catarina, to settle any dispute arising out of these Articles of Association.

Article 17 - The Company shall be governed by the provisions of these Articles of Association. In the event of any omission therein, the legal provisions of the Civil Code (Law No. 10.406, of January 10, 2002) specifically applying to limited liability companies shall apply, supplemented by the law on  joint stock companies (Law No. 6.404, of December 15, 1976, as amended).”

In witness whereof, the parties execute this instrument in three (3) counterparts of equal content and form, in the presence of two witnesses.

Balneário Camboriú, December 8, 2004

TVA SUL PARANÁ LTDA

(Marcelo Vaz Bonini)

(Vito Chiarella Neto)

CONSTRUTORA ENE ESSE LTDA

(Narbal Andrade de Souza)

Executive Officers:

Vito Chiarella Neto

Carlos Eduardo Malagoni

Narbal Andrade de Souza

José Lourenço de Oliveira

Witnesses:

1)

2)

Attorney’s Initials:

Letícia Soares

Brazilian Bar Association, São Paulo Chapter (OAB/SP) No. 163.622

EX-3.6

Exhibit 3.6

IBC No. 35394

BRITISH VIRGIN ISLANDS

THE INTERNATIONAL BUSINESS COMPANIES ORDINANCE

(No. 8 of 1984)

MEMORANDUM OF ASSOCIATION

AND

ARTICLES OF ASSOCIATION

OF

TVA COMMUNICATIONS LTD.

INCORPORATED THE 5TH DAY OF OCTOBER, 1990

SUCRE & SUCRE TRUST LIMITED

P. O. BOX 3163

CHERA CHAMBERS

ROAD TOWN

TORTOLA

BRITISH VIRGIN ISLANDS

TERRITORY OF THE BRITISH VIRGIN ISLANDS

THE INTERNATIONAL BUSINESS COMPANIES ORDINANCE

(No. 8 of 1984)

MEMORANDUM OF ASSOCIATION

OF

TVA COMMUNICATIONS LTD.

1.NAME

The name of the Company is TVA COMMUNICATIONS LTD.

2.REGISTERED OFFICE

The Registered Office of the Company will be the offices of SUCRE & SUCRE TRUST LIMITED, CHERA CHAMBERS, Road Town, Tortola, British Virgin Islands.

3.REGISTERED AGENT

The Registered Agent of the Company will be SUCRE & SUCRE TRUST LIMITED, P.O. Box 3163, CHERA CHAMBERS, Road Town, Tortola, British Virgin Islands.

4.GENERAL OBJECTS AND POWERS

The object of the Company is to engage in any act or activity that is not prohibit under any law for the time being in force in the British Virgin Islands including but not limited to:

4.1a)Invest, gather or subscribe the necessary capital to promote, establish or develop enterprises and business;

b)To subscribe or promote subscription, buy, possess, hold, acquire by any other means and sell, negotiate, guarantee, assign, exchange and transfer by any other means, capital shares, credits, obligations, securities, certificates of partnership and any other title or document of any private, public or semi-public corporation or judicial person and while being owner of same, possess and exercise all the corresponding rights and privileges;

c)To execute all kind of contracts, for itself or others and specially trust contracts and for the administration of stocks, credits, obligations, securities, certificates of partnership and any other title or document of any corporation or judicial persons;

d)To give or receive loans, with or without guarantees such as mortgages, pledges and sureties;

e)To purchase or sell, charter, sail or operate ships and vessels, as well as to execute all kind of marine contracts;

f)To do and perform all and everything necessary for the attainment of any of the purposes stated in its Memorandum or Articles of Association or any amendment of same or whatever is necessary or convenient for the protection and benefit of the corporation; and,

g)To carry on any lawful business whether or not such business is set forth in its Memorandum or Articles of Association or in any amendment thereof.

4.2The Company shall have all such powers as are permitted by law for the time being in force in the British Virgin Islands, to perform all acts and engage in all activities necessary or conducive to the conduct or attainment of the objects of the company.

5.EXCLUSIONS

5.1The Company may not:

5.1.1carry on business with persons resident in the British Virgin Islands;

5.1.2own an interest in real property situated in the British Virgin Islands, other than a lease referred to in paragraph 5.2.5 of sub-clause 5.2;

5.1.3carry on banking business;

5.1.4carry on business as an insurance or reinsurance company; or,

5.1.5carry on the business of providing the registered office for companies.

5.2For purposes of paragraph 5.1.1 of sub-clause 5.1, the Company shall not be treated as carrying on business with persons resident in the British Virgin Islands if:

5.2.1it makes or maintains deposits with a person carrying on banking business within the British Virgin Islands;

5.2.2it makes or maintains professional contact with solicitors, barristers, accountants, bookkeepers, trust companies, administration companies, investment advisers or other similar persons carrying on business within the British Virgin Islands;

5.2.3it prepares or maintains books and records within the British Virgin Islands;

5.2.4it holds, within the British Virgin Islands, meetings of its directors or members;

5.2.5it holds a lease of property for use as an office from which to communicate with members or where books and records of the Company are prepared or maintained;

5.2.6it holds shares, debt obligations or other securities in a company incorporated under the International Business Companies Ordinance or under the Companies Act; or,

5.2.7shares, debt obligations or other securities in the Company are owned by any person resident in the British Virgin Islands or by any company incorporated under the International Business Companies Ordinance or under the Companies Act.

6.SHARES CAPITAL

6.1CURRENCY

Shares in the Company shall be issued in the currency of The United States of America.

6.2AUTHORIZED CAPITAL AND CLASSES OF SHARES

The authorized capital of the Company is Cr$900, 000.00 divided into 900,000 shares of one class, of Cr$1.00 par value each.

6.2.1The directors shall not allocate different rights as to voting, dividends, redemption or distributions on liquidation unless the Memorandum of Association shall have been amended to create separate classes of shares and all the aforesaid rights shall be identical in each separate class.

6.3RIGHTS, QUALIFICATIONS OF SHARES

The directors shall by resolution have the power to issue any class or series of shares that the Company is authorized to issue in its capital, original or increased, with or subject to any designations, powers, preferences, rights, qualifications, limitations and restrictions.

6.4REGISTERED OR BEARER SHARES

6.4.1The directors may issue all of part of its authorized shares either as registered shares or as shares to bearer.

6.4.2Shares issued as registered shares may be exchanged for shares issued to bearer and vice versa.

6.4.3Notice to members with bearer shares shall be given to one or more Special Agents for Service appointed by the Board of Directors and notified to members upon the issue of their shares. Service upon such Special Agent of any notice, information or written statement required to be given to members, shall constitute service upon the bearer of such shares until such time as a new name and address for a Special Agent for Service is appointed and notice thereof served on members as provided herein. In the absence of such Agent it shall be sufficient for the purposes of service for the Company to publish the notice, information or written statement in one or more newspapers published or circulated in the British Virgin Islands and in such other place, if any, as the Company shall from time to time by a resolution of directors or a resolution of members determine.

6.5TRANSFER OF SHARES

Registered shares in the Company may be transferred subject to the prior or subsequent approval of the Company as evidenced by a resolution of directors or by a resolution of members.

6.6PREFERENTIAL RIGHT

A preference is granted in favour of the members to buy the corporation registered shares that the members wish to transfer, preference that can be exercised by paying as price for said shares their book value at the close of the fiscal period immediately preceding. If there were two (2) or more members that wish to exercise the preferences granted in the Memorandum and/or Articles of Association, then each one may buy shares proportionally to the number of shares that he already has to the number of shares offered. All shares of the same class are equal, award the same rights and are subject to the same obligations and restrictions.

7.AMENDMENTS

The Company may amend its Memorandum of Association and Articles of Association by a resolution of members.

The directors may however amend the Memorandum of Association solely for the purpose of changing the Registered Office.

We, the undersigned of the address stated below for the purpose of incorporating an International Business Company under the laws of the British Virgin Islands hereby subscribe our name to this Memorandum of Association the 5 day of October 1990 in the presence of the undersigned witness:

SIGNATURES

NAME AND ADDRESS
OF WITNESS	SUBSCRIBER
c/o P.O. Box 3163	SUCRE & SUCRE TRUST LIMITED
Chera Chambers	P.O. Box 3163
Road Town, Tortola,	CHERA CHAMBERS
British Virgin Islands	Road Town, Tortola,
	British Virgin Islands

ARTICLES OF ASSOCIATION

OF

TVA COMMUNICATIONS LTD.

INDEX

CLAUSE

TERRITORY OF THE BRITISH VIRGIN ISLANDS

THE INTERNATIONAL BUSINESS COMPANIES ORDINANCE

(No. 8 of 1984)

MEMORANDUM OF ASSOCIATION

OF

TVA COMMUNICATIONS LTD.

1.DEFINITIONS AND INTERPRETATION

1.1The meanings of words in the Memorandum of Association and Articles of Association are as defined in the International Business Companies Ordinance number 8 of 1984 as amended by the International Business Companies Amendment Act of 1988.

1.2Any words or expressions defined in the Ordinance shall bear the same meaning in these Articles.

1.3Whenever the singular or plural number, or the masculine, feminine or neuter gender is used in these Articles, it shall equally, where the context admits, include the others.

1.4A reference in these Articles to voting in relation to shares shall be construed as a reference to voting by members holding the shares except that it is the votes allocated to the shares that shall be counted and not the number of members who actually voted and a reference to shares being present at a meeting shall be given a corresponding construction.

1.5A reference to money in these Articles is a reference to the currency of the United States of America unless otherwise stated.

2.REGISTERED SHARES

2.1The Company shall issue to every member holding registered or bearer shares in the Company a certificate that must be:

a) Signed by two directors or two officers of the Company, or by one director and one officer; or,

b) Under the common seal of the Company, with or without the signature of any director or officer of the Company.

2.2Any member receiving a share certificate for registered shares shall indemnify and hold the Company and its directors and officers harmless from any loss or liability which it or they may incur by reason of the wrongful or fraudulent use or representation made by any person by virtue of the possession thereof. If a share certificate for registered shares is worn out or lost it may be renewed on production of the worn out certificate or on satisfactory proof of its loss together with such indemnify as may be required by a resolution of directors.

2.3If several persons are registered as joint holders of any shares, anyone of such persons may be given an effectual receipt for any dividend payable in respect of such shares.

3.BEARER SHARES

3.1Subject to a request for the issue of bearer shares and to the payment of the appropriate consideration for the shares to be issued, the Company may, to the extent authorized by the Memorandum, issue bearer shares to, and at the expense of, such person as shall be specified in the request.

3.2The Company may also upon receiving a request in writing accompanied by the share certificate for the shares in question, exchange registered shares for bearer shares and unless the request is delivered in person by the registered owner, it shall be authenticated. The Company may also exchange bearer shares for registered shares, but such request served on the Company by the holder of bearer shares shall specify the name and address of the person to be registered. Following such exchange the share certificate relating to the exchanged shares shall be delivered as directed by the member requesting the exchange.

3.3Subject to the provisions of the Ordinance and of these Articles the bearer of a bearer share certificate shall be deemed to be a member of the Company and shall be entitled to the same rights and privileges as he would have had if his name had been included in the share register of the Company as the holder of the shares.

3.4Subject to any specific provisions in these Articles, in order to exercise his rights as a member of the Company, the bearer of a bearer share certificate shall produce the bearer share certificate as evidence of his membership of the Company.

Without prejudice to the generality of the foregoing, the member, instead of producing the certificate may through the Special Agent for Service, if one is appointed by the Board of Directors, exercise his rights to requisition meetings, to be present in said meetings, to vote, to be convened for meetings, to waive said right and to receive the payment of dividends.

3.4.1The Special Agent must certify to the company that he is holding the bearer share certificate, the number of the certificate, the date of issue, the period of time for which he will be holding the share certificate, which in the case of meetings must be a period of at least three (3) days after the meeting is held.

3.5The bearer of a bearer share certificate shall for all purposes be deemed to be the owner of the shares comprised in such certificate and in no circumstances shall the Company or the Chairman of any meeting of members or the Company’s registrars or any director or officer of the Company or any authorized person be obliged to inquire into the circumstances whereby a bearer share certificate came into the hands of the bearer thereof, or to question the validity or authenticity of any action taken by the bearer of a bearer share certificate whose signature has been authenticated as provided herein.

3.6If the bearer of a bearer share certificate shall be a corporation, then all the rights exercisable by virtue of such shareholding, may be exercised by an individual duly authorized to represent the corporation; but, unless such individual shall acknowledge that he is representing a corporation and shall produce, upon request, satisfactory evidence that he is duly authorized to represent the corporation, the individual shall, for all purposes hereof, be regarded as the holder of the shares in any bearer share certificate held by him.

3.7If any bearer share certificate, be worn out or defaced, the directors may, upon the surrender hereof for cancellation, issue a new one in its stead, and if any bearer share certificate, be lost or destroyed, the directors may upon the loss or destruction being established to their satisfaction, and upon such indemnity being established to their satisfaction, and upon such indemnity being given to the Company as it shall by resolution of directors determine, issue a new bearer share certificate in its stead, and in either case on payment of such sum as the require. In case of loss or destruction the person to whom such new bearer share certificate is issued shall also bear and pay to the Company all expenses incidental to the investigation by the Company of the evidence of such loss or destruction and to such indemnity.

4.SHARES, AUTHORIZED CAPITAL AND CAPITAL

4.1Subject to the provisions of these Articles and any resolution of members the unissued shares of the Company shall be at the disposal of the directors who may without prejudice to any rights

previously conferred on the holders of any existing shares or class or series of shares, offer, allot, grant options over or otherwise dispose of the shares to such persons, at such times and upon such terms and conditions as the Company may by resolution of directors determine.

4.2Shares in the Company shall be issued for money, goods or services rendered, or any combination of the foregoing as shall be determined by a resolution of directors.

4.3Shares in the Company may be issued for such amount or consideration as the directors may from time to time by resolution of directors determine, except that in the case of shares with par value, the amount shall not be less than the par value, and in the absence of fraud the decision of the directors as to the value of the consideration received by the Company in respect of the issue is conclusive unless a question of law is involved.

The consideration in respect of the shares constitutes capital to the extent of the par value and the excess constitutes surplus.

4.4Treasury shares may be disposed of by the Company on such terms and conditions (not otherwise inconsistent with these Articles) as the Company may by resolution of directors determine.

4.5The Company may not issue fractions of a share.

4.6The Company may purchase, redeem or otherwise acquire and hold its own shares but no purchase, redemption or other acquisition which shall constitute a reduction in capital shall be made except in compliance with the law.

4.7Shares that the Company purchases, redeems or otherwise acquires pursuant to sub-clause 4.6 may be cancelled or held as treasury shares unless such shares are in excess of 80 percent of the issued shares of the Company, in which case they shall be cancelled but they shall be available for reissue. Upon the cancellation of a share, the amount included as capital of the Company with respect to that share shall be deducted from the capital of the Company.

5.TRANSFER OF SHARES

5.1Subject to any limitations in the Memorandum, registered shares in the Company may be transferred by a written instrument of transfer signed by the transferor and containing the name and address of the transferee, but in the absence of such written instrument of transfer the directors may accept such evidence of a transfer of shares as they consider appropriate.

5.2The Company shall not be required to treat a transferee of a registered share in the Company as a member until the transferee’s name has been entered in the share register.

5.3For the purpose of Section 55 of the International Business Companies Ordinance, the Registered Agent shall have the same benefits as any director, officer, agent and liquidator, with respect to the same records therein mentioned or those under his possession, save in the case of fraud.

6.TRANSMISSION OF SHARES

6.1The executor or administrator of a deceased member, the guardian of an incompetent member or the trustee of a bankrupt member shall be the only person recognized by the Company as having any title to his share but they shall not be entitled to exercise any rights as a member of the Company until they have proceeded as set forth in the next following two sub-clauses.

6.2Any person becoming entitled by operation of law or otherwise to a share or shares in consequence of the death, incompetence or bankruptcy of any member may be registered as a member upon such evidence being produced as may reasonably be required by the directors. An application by any such person to be registered as a member shall be deemed to be a transfer of shares of the deceased, incompetent or bankrupt member and the directors shall treat it as such.

6.3Any person who has become entitled to a share or shares in consequence of the death, incompetence or bankruptcy of any member may, instead of being registered himself, request in writing that some person to be named by him be registered as the transferee of such share or shares and such request shall likewise be treated as if it were a transfer.

6.4What amounts to incompetence on the part of a person is a matter to be determined by the court having regard to all the relevant evidence and the circumstances of the case.

7.REDUCTION OR INCREASE IN AUTHORISED CAPITAL OR CAPITAL

7.1The Company may by a resolution of members amend the Memorandum to increase or reduce its authorized capital and in connection therewith the Company may in respect of any unissued shares increase or reduce the number of shares, increase or reduce the par value of any shares or effect any combination of the foregoing.

7.2The Company may amend the Memorandum to:

7.2.1divide the shares, including issued shares, of a class or series into a larger number of shares of the same class or series; or,

7.2.2combine the shares, including issued shares, of a class or series into a smaller number of shares of the same class or series; provided however, that where shares are divided or combined under this section, the aggregate par value of the new shares must be equal to the aggregate par value of the original shares.

7.3The capital of the Company may by a resolution of directors be increased by transferring an amount of the surplus of the Company to capital, and, subject to the provisions of the Law, the capital of the Company may be reduced by transferring an amount of the capital of the Company to surplus.

8.MEETINGS AND CONSENTS OF MEMBERS

8.1The directors of the Company may convene meetings of the members of the Company at such times and in such manner and places within or outside the British Virgin Islands as the directors consider necessary or desirable.

8.2Upon the written request of members holding 5 percent or more of the outstanding voting shares in the Company the directors shall convene a meeting of members.

8.3The directors shall give not less than 15 days notice of meetings of members to those persons whose names, on the date the notice is given, appear as members in the share register with the Company.

8.4A meeting of members held in contravention of the requirement in sub-clause 8.3 is valid if:

8.4.1All members holding shares entitled to vote on all or any matters to be considered at the meeting have waived notice of the meeting and for this purpose their presence at the meeting shall be deemed to constitute waiver.

8.5A member may be represented at a meeting of members by a proxy who may speak and vote on behalf of the member.

8.6The instrument appointing a proxy shall be produced at the place appointed for the meeting before the time for holding the meeting at which the person named in such instrument proposes to vote.

8.7The following shall apply in respect of joint ownership of shares:

8.7.1if two or more persons hold shares jointly each of them may be present in person or by proxy at a meeting of members and may speak as a member;

8.7.2if only one of the joint owners is present in person or by proxy he may vote on behalf of all joint owners, and;

8.7.3if two or more of the joint owners are present in person or by proxy they must vote as one.

8.8A member shall be deemed to be present at a meeting of members if he participates by telephone or other electronic means and all members participating in the meeting are able to hear each other.

8.9A meeting of members is duly constituted if, at the commencement and throughout of the meeting, there are present in person or by proxy not less than 51 percent of the votes of the shares or class or series of shares entitled to vote on resolutions of members to be considered at the meeting.

8.10If within two hours from the time appointed for the meeting a quorum is not present, the meeting, if convened upon the requisition of members, shall be dissolved; in any other case it shall stand adjourned to the next business day at the same time and place or to such other time and place as the directors may determine.

8.11At every meeting of members, the Chairman of the Board of Directors shall preside as chairman of the meeting. If there is no Chairman of the Board of Directors or if the Chairman of the Board of Directors is not present at the meeting, the members present shall choose someone of their number to be the chairman. If the members are unable to choose a chairman for any reason, then the person representing the greatest number of voting shares present in person or by prescribed form of proxy at the meeting shall preside as chairman failing which the oldest individual member or representative of a member present shall take the chair.

8.12Should the chairman have any doubt as to the outcome of any resolution put to the vote, he shall cause a poll to be taken of all votes cast upon such resolution, but if the chairman should fail to take a poll then any member present in person or by proxy who disputes the announcement by the chairman of the result of any vote may immediately following such announcement demand that a poll be taken and the chairman shall thereupon cause a poll to be taken. If a poll is taken at any meeting, the result thereof shall be duly recorded in the minutes of that meeting by the chairman.

8.13Any person other than an individual shall be regarded as one member and subject to sub-clause 8.14 the right of any individual to speak for or represent such member shall be determined by the law of the jurisdiction where, and by the documents by which, the person is constituted or derives its existence. In case of doubt, the directors may in good faith seek legal advice from any qualified person and unless and until a court of competent jurisdiction shall otherwise rule, the directors may rely and act upon such advice without incurring any liability to any member.

8.14Any person other than an individual which is a member of the Company may by resolution of its directors or other governing body authorize such person as it thinks fit to act as its representative at any meeting of the Company or of any class of members of the Company, and the person so authorized shall be entitled to exercise the same powers on behalf of the person which he represents as that person could exercise if it were an individual member of the Company.

8.15Directors of the Company may attend and speak at any meeting of members of the Company and at any separate meeting of the holders of any class or series of shares in the Company.

9.DIRECTORS

9.1The first directors of the Company shall be elected by the subscribers to the Memorandum; and thereafter, the directors shall be elected by the members for such terms as the members may determine.

9.2The minimum number of directors shall be one, and the maximum number shall be fifteen.

9.3Each director shall hold office for the term, if any, fixed by resolution of members or until his earlier death, resignation or removal.

9.4A director may be removed from office, with or without cause by a resolution of members.

9.5A director may resign his office by giving written notice of his resignation to the Company and the resignation shall have effect from the date the notice is received by the Company or from such later date as may be specified in the notice. The notice should be addressed at least to the Registered Agent’s office in the British Virgin Islands.

9.6A vacancy in the Board of Directors may be filled by a resolution of members or by a resolution of a majority of the remaining directors.

9.7With the prior or subsequent approval by a resolution of members, the directors may, by a resolution of directors, fix the emoluments of directors with respect to services to be rendered in any capacity to the Company.

9.8A director need not be a member and may be an individual or a company.

10.POWERS OF DIRECTORS

10.1The business and affairs of the Company shall be managed by the directors who shall pay all expenses incurred preliminary to and in connection with the formation, registration and corporate matters and may exercise all such powers of the Company as are not by the Ordinance or by the Memorandum or these Articles required to be exercised by the members of the Company, subject to such requirements as may be prescribed by a resolution of members; but no requirement made by a resolution of members shall prevail if it be inconsistent with these Articles nor shall such requirement invalidate any prior act of the directors which would have been valid if such requirement had not been made.

10.2The directors may, by a resolution of directors, appoint any person, including a person who is a director, to be an officer or agent of the Company.

10.3Every officer or agent of the Company has such powers and authority of the director, including the power and authority to affix the Seal, as are forth in these Articles or in the resolution of directors appointing the officer or agent, except that no officer or agent has any power or authority with respect to fixing the emoluments of directors.

10.4Any director which is a body corporate may appoint any person its duly authorised representative for the purpose of representing it at meetings of the Board of Directors or with respect to unanimous written consents.

10.5The continuing directors may act notwithstanding any vacancy in their body, save that if their number is reduced below the number fixed by or pursuant to these Articles as the necessary quorum for a meeting of directors, until the vacancy is filled the continuing directors or director may act only for the purpose of appointing directors to fill any vacancy that has arisen or summoning a meeting of members.

10.6All cheques, promissory notes, drafts, bills of exchange and other negotiable instruments and all receipts for monies paid to the Company, shall be signed, drawn, accepted, endorsed or otherwise executed,  as the case may be, in such manner as shall from time to time be determined by resolution of directors.

11.PROCEEDINGS OF DIRECTORS

11.1The directors of the Company or any committee thereof may meet at such times and in such manner and places within or outside the British Virgin Islands as the directors may determine to be necessary or desirable.

11.2A director shall be deemed to be present at a meeting of directors if he participates by telephone or other electronic means and all directors participating in the meeting are able to hear each other.

11.3A director shall be given not less than 7 days notice of meetings of directors, but a meeting of directors held without 7 days notice having been given to all directors shall be valid if all the directors entitled to vote at the meeting who do not attend, waive notice of the meeting.

11.4A director may by a written instrument appoint an alternate who need not be a director and an alternate is entitled to attend meetings in the absence of the director who appointed him and to vote or consent in place of the director.

11.5A meeting of directors is duly constituted for all purposes if at the commencement and throughout the meeting there are present in person or by alternate the majority of the total number of directors, unless there are only 2 directors in which case the quorum shall be 2.

11.6If the Company shall have only one director the provisions herein contained for meetings of the directors shall not apply but such sole director shall have full power to represent and act for the Company in all matters as are not by the Ordinance or the Memorandum or these Articles required to be exercised by the members of the Company and in lieu of minutes of a meeting shall record in writing and sign a note or memorandum of all matters requiring a resolution of directors. Such a note or memorandum shall constitute sufficient evidence of such resolution for all purposes.

11.7At every meeting of directors the Chairman of the Board of Directors shall preside as chairman of the meeting. If there is no Chairman of the Board of Directors or if the Chairman of the Board of Directors is not present at the meeting the Vice Chairman of the Board of Directors shall preside. If there is no Vice Chairman of the Board of Directors or if the Vice Chairman of the Board of Directors is not present at the meeting the directors present shall choose someone of their number to be chairman of the meeting.

11.8The directors shall cause the following corporate record to be kept:

11.8.1minutes of all meetings of directors, members, committees of directors, committees of officers and committees of members;

11.8.2copies of all resolutions consented to by directors, members, committees of directors, committees of officers and committees of members; and,

11.8.3such other accounts and records as the directors by resolution of directors consider necessary or desirable in order to reflect the financial position of the Company.

11.9The books, records and minutes shall be kept at the registered office of the Company or at such other place as the directors determine.

11.10The directors may, by a resolution of directors, designate one or more committees, each consisting of one or more directors.

11.11Each committee of directors has such powers and authorities of the directors, including the power and authority to affix the Seal, as are set forth in the resolution of directors establishing the committee, except that no committee has any power or authority either to amend the Memorandum or these Articles or with respect to the matters requiring a resolution of directors under sub-clauses 9.6, 9.7 and 10.2.

11.12The meetings and proceedings of each committee of directors consisting of 2 or more directors shall be governed by the provisions of these Articles regulating the proceedings of directors so far as the same are not superseded by any provisions in the resolution establishing the committee.

12.OFFICERS

12.1The Company may by resolution of directors appoint officers of the Company at such times as shall be considered necessary or expedient. Such officers may consist of a President and one or more Vice Presidents, Secretaries and Treasurers and such other officers as may from time to time be deemed desirable. Any number of offices may be held by the same person.

12.2The officers shall perform such duties as shall be prescribed at the time of their appointment subject to any modification in such duties as may be prescribed thereafter by resolution of directors or resolution of members, but in the absence of any specific allocation of duties it shall be the responsibility of the President to manage the day to day affairs of the Company, the Vice Presidents to act in order of seniority in the absence of the President but otherwise to perform such duties as may be delegated to them by the President, the Secretaries to maintain the share register, minute books and records (other than financial records) of the Company and to ensure compliance with all procedural requirements imposed on the company by applicable law, and the Treasurer to be responsible for the financial affairs of the Company.

12.3The emoluments of all officers shall be fixed by resolution of directors.

12.4The officers of the Company shall hold office until their successors are duly elected and qualified, but any officer elected or appointed by the directors may be removed at any time, with or without cause, by resolution of directors. Any vacancy occurring in any office of the Company may be filled by resolution of directors. The officers may resign in the same manner as the directors.

13.CONFLICT OF INTERESTS

13.1No agreement or transaction between the Company and one or more of its directors or any person in which any director has a financial interest or to whom any directors is related, including as a director of that other person, is void or voidable for this reason only or by reason only that the director is present at the meeting of the directors or at the meeting of the committee of directors that approves the agreement or transaction or that the vote or consent of the director is counted for that purpose if the material facts of the interest of each director in the agreement or transaction and his interest in or relationship to any other party to the agreement or transaction are disclosed in food faith or are known by the other directors.

13.2A director who has an interest in any particular business to be considered at a meeting of directors or members may be counted for purposes of determining whether the meeting is duly constituted.

14.INDEMNIFICATION

14.1Subject to sub-clause 14.2 the Company may indemnify against all expenses, including legal fees, and against all judgements, fines and amounts paid in settlement and reasonably incurred in connection with legal, administrative or investigative proceedings any person who:

14.1.1is or was a party or is threatened to be made a party to any threatened, pending or completed proceedings, whether civil, criminal, administrative or investigative, by reason of the fact that the person is or was a director, an officer, Registered Agent or a liquidator of the Company; or

14.1.2is or was, at the request of the Company, serving as a director, officer, Registered Agent or liquidator of or in any other capacity is or was acting for another company or a partnership, joint venture, trust or other enterprise.

14.2Sub-clause 14.1 only applies to a person referred to in that regulation if the person acted honestly and in good faith with a view to the best interests of the Company and, in the case of criminal proceedings, the person had no reasonable cause to believe that his conduct was unlawful.

14.3The decision of the directors as to whether the person acted honestly and in good faith and with a view to the best interests of the Company and as to whether the person had not reasonable cause

to believe that his conduct was unlawful, is the absence of fraud, sufficient for the purposes of these Articles, unless a question of law is involved.

15.SEAL

The directors shall provide for the safe custody of the Seal. The seal when affixes to any written instrument shall, unless otherwise provided herein, be witnessed by a director or any other person so authorized from time to time by resolution of directors.

The directors may provide for a facsimile of the Seal and of the signature of any director or authorized person which may be reproduced by printing or other means on any instrument and is shall have the same fore and validity as if the Seal had been affixed to such instrument and the same had been signed as hereinbefore described.

16.DIVIDENDS

16.1.The Company may by a resolution of directors declare and pay dividends in money, shares or other property but dividends shall only be declared and paid out of surplus. In the event that dividends are paid in specie the directors shall have the responsibility for establishing and recording in the resolution of directors authorising the dividends, a fair and proper value for the assets to be so distributed.

16.2.The directors may, before declaring any dividend, set aside out of the profits of the Company such sum as they think proper as a reserve fund, and may invest the sum so set apart as a reserve fund upon such securities as they may select.

16.3.Notice of any dividend that may have been declared shall be given to each member in manner hereinafter mentioned and all dividends unclaimed for 3 years after having been declared may be forfeited by resolution of directors for the benefit of the Company.

16.4.No dividend shall bear interest as against the Company.

16.5.A share issued as a dividend by the Company shall be treated for all purposes as having been issued for money equal to the surplus that is transferred to capital upon the issue of the share.

16.6.In the case of a dividend of authorised but unissued shares with par value, an amount equal to the aggregate par value of the shares shall be transferred from surplus to capital at the time of the distribution.

16.7In the case of a dividend of authorized but unissued shares without par value, the amount designated by the directors shall be transferred from surplus to capital at the time of the distribution, except that the directors must designate as capital an amount that is at least equal to the amount that the shares are entitled to as a preference, if any, in the assets of the Company upon liquidation of the Company.

16.8A division of the issued and outstanding shares of a class of series of shares into a larger number of shares of the same class or series having a proportionately smaller par value does not constitute a dividend of shares.

17.ACCOUNTS

The Company shall keep such accounts and records as the directors consider necessary or desirable in order to reflect the financial position of the Company.

18.NOTICES

18.1ANY NOTICE, INFORMATION OR WRITTEN STATEMENT TO BE GIVEN BY THE Company to members must be served in the case of members holding registered shares by mail

addressed to each member at the address shown in the shares register and in the case of members holding shares issued to bearer, in the manner provided in the Memorandum and in these Articles.

18.2Any summons, notice, order, document, process, information or written statement to be served on the Company may be served by leaving it, at its registered office, or by leaving it with, or by sending it by registered mail to, the registered agent of the Company.

18.3Service of any summons, notice, order, document, process, information or written statement to be served on the Company may be proved by showing that the summons, notice, order, document, process, information of written statement was mail in such time as to admit to its being delivered in the normal course of delivery within the period prescribed for service and was correctly addressed and the postage was prepaid.

19.ARBITRATION

19.1Whenever any difference arises between the Company on the one hand and any of the members or their executors, administrators or assigns and/or directors, officers, or the Registered Agent on the other hand, or between any of the above-mentioned touching the true intent and construction of the incidence or consequences of these Articles or of the Ordinance, touching anything done or executed, omitted or suffered in pursuance of the Ordinance or touching any breach or alleged breach or otherwise relating to the premises or to these Articles, or to any Act or Ordinance affecting the company or to any of the affairs of the Company such difference shall, unless the parties agree to refer the same to a single arbitrator, be referred to 2 arbitrators one to be chosen by each of the parties to the difference and the arbitrators shall, before entering on the reference appoint an umpire.

19.2I either party to the reference makes default in appoint an arbitrator either originally or by way of substitution (in the event that an appointed arbitrator shall die, be incapable of acting or refuse to act) for 10 days after the other party has given him notice to appoint the same, such other party may apply before the Court for the appointment of an arbitrator to act in the place of the arbitrator or the defaulting party.

20.VOLUNTARY WINDING UP AND DISSOLUTION

The Company may voluntarily commence to wind up and dissolve by a resolution of members but if the Company has never issued shares it may voluntarily commence to wind up and dissolve by resolution of directors.

21.CONTINUATION

The Company may by resolution of members or by resolution passed unanimously by all directors of the Company continue as a company incorporated under the laws of a jurisdiction outside the British Virgin Islands in the manner provided under those laws.

We, SUCRE & SUCRE TRUST LIMITED, of P.O. Box 3163, CHERA CHAMBERS, Road Town, Tortola, British Virgin Islands for the purpose of incorporating an International Business Company under the laws of the British Virgin Islands hereby subscribe our name to the Articles of Association this 5 day of the month of October, 1990, in the presence of the undersigned witness.

SIGNATURES

NAME AND ADDRESS OF WITNESS	SUBSCRIBER
(sgd)	(sgd)

c/o P.O. Box 3163	SUCRE & SUCRE TRUST LIMITED
CHERA CHAMBERS	P.O. Box 3163
Road Town, Tortola	CHERA CHAMBERS
British Virgin Islands	Road Town, Tortola
	British Virgin Islands

TVA COMMUNICATIONS LTD.
(the “Company”)

(An International Business Company)

WRITTEN RESOLUTION OF THE MEMBER

The undersigned, being the sole Member of the above Company, DOES HEREBY ADOPT the following resolution:

RESOLVED, that subject to Section 9.4 of the Company’s Articles of Association Placido Lorrigio is hereby removed from office and as of the date hereof is no longer a director of the Company.

RESOLVED, that in accordance with the terms of Section 9.1 of the Company’s Articles of Association Douglas Duran is hereby elected as director of the Company.

RESOLVED, for the avoidance of doubt, that Robert Civita, Angelo Silvio Rossi and José Augusto Pinto Moreira are retained in the office of directors of the Company.

RESOLVED, that Section 9.2 of the Articles of Association of the Company is hereby deleted and replaced with the following Section 9.2:

9.2The Company shall have four directors.  In the event a directors resigns, is removed (by resolution of the Member), or becomes incompetent, a replacement director shall be selected as soon as practicable in accordance with the terms of Article 9.6.

RESOLVED that a new Section 11.13 of the Company’s Articles of Association be added the following language:

11.13Except for the resolutions mentioned in Section 21 hereof, all resolutions of the directors may be adopted by on the signature of any two of the Company’s directors.

Dated as of the 2^nd, May, 1998.

Tevecap S.A.
By:	/s/ Jose Augusto P. Moreira
	Jose Augusto P. Moreira
	Director
By:	/s/ Claudio Cesar D’Emilio
	Claudio Cesar D’Emilio
	Director

TVA COMMUNICATIONS LTD.
(the “Company”)

(An International Business Company)

WRITTEN RESOLUTION OF THE MEMBER

The undersigned, being the sole Member of the above Company, DOES HEREBY ADOPT the following resolution:

RESOLVED, that subject to Section 9.4 of the Company’s Articles of Association, Angelo Silvio Rossi and Jose Augusto Pinto Moreira are hereby removed from office and as of the date hereof are no longer directors of the Company.

RESOLVED, that in accordance with the terms of Section 9.1 of the Company’s Articles of Association Carlos Eduardo Malagoni and Marcelo Vaz Bonini are hereby elected as directors of the Company.

Dated as of the 2^nd, March, 2005.

Tevecap S.A.

By:	/s/ Carlos Eduardo Malagoni
	Carlos Eduardo Malagoni
	Director
By:	/s/ Marcelo Vax Bonini
	Marcelo Vaz Bonini
	Director

RESOLUTION OF THE BOARD OF DIRECTORS

OF

TVA COMMUNICATIONS LTD.

The undersigned, being Directors of TVA COMMUNICATIONS LTD., hereinafter referred to as the “Company”, an International Business Company organized under the laws of the British Virgin Islands, hereby consents to the following resolution:

RESOLVED, that subject to the Company’s Articles of Association, Carlos Eduardo Malagoni and Marcelo Vaz Bonini are hereby elected, respectively, as Chief Financial Officer and Chief Executive Officer of the Company.

Dated as of 2^nd, March, 2005.

By:	/s/ Carlos Eduardo Malagoni
	Carlos Eduardo Malagoni
	Director
By:	/s/ Marcelo Vax Bonini
	Marcelo Vaz Bonini
	Director

EX-4.1

Exhibit 4.1

CONFORMED COPY

TEVECAP S.A.

12.625% Senior Notes due 2009

INDENTURE

Dated as of December 21, 2004

HSBC BANK USA, NATIONAL ASSOCIATION

Trustee

and

Principal Paying Agent

CROSS-REFERENCE TABLE

TIA Section	Indenture 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)	10.3
(c)	10.3
313(a)	6.6
(b)(1)	N.A.
(b)(2)	6.6
(c)	6.6
(d)	6.6
314(a)	4.3; 10.2
(b)	N.A.
(c)(1)	10.4
(c)(2)	10.4
(c)(3)	N.A.
(d)	N.A.
(e)	10.5
(f)	4.3
315(a)	6.1
(b)	5.1; 10.2
(c)	6.1
(d)	6.1
(e)	5.11
316(a)(last sentence)	10.6
(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)	10.1

N.A. means Not Applicable.

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

TABLE OF CONTENTS

ARTICLE I	DEFINITIONS AND INCORPORATION BY REFERENCE
SECTION 1.1.		Definitions
SECTION 1.2.		Other Definitions
SECTION 1.3.		Incorporation by Reference of Trust Indenture Act
SECTION 1.4.		Rules of Construction
ARTICLE II	THE NOTES
SECTION 2.1.		Title and Terms; Form
SECTION 2.2.		Denominations
SECTION 2.3.		Execution, Authentication, Delivery and Dating
SECTION 2.4.		Temporary Notes
SECTION 2.5.		Registration, Registration of Transfer and Exchange
SECTION 2.6.		Mutilated, Destroyed, Lost and Stolen Notes
SECTION 2.7.		Payment of Interest; Interest Rights Preserved
SECTION 2.8.		Paying Agents; Discharge of Payment Obligations; Indemnity of Holders
SECTION 2.9.		Persons Deemed Owners
SECTION 2.10.		Cancellation
SECTION 2.11.		Computation of Interest
SECTION 2.12.		Legal Holidays
SECTION 2.13.		CUSIP and CINS Numbers
SECTION 2.14.		Book-Entry Provisions for Global Notes
SECTION 2.15.		Money for Note Payments To be Held in Trust
SECTION 2.16.		Noteholder Lists
SECTION 2.17.		Outstanding Notes
ARTICLE III	REDEMPTION
SECTION 3.1.		Scheduled Redemption
SECTION 3.2.		Optional Redemption
SECTION 3.3.		Notices to Trustee
SECTION 3.4.		Selection of Notes To Be Redeemed
SECTION 3.5.		Notice of Redemption
SECTION 3.6.		Effect of Notice of Redemption
SECTION 3.7.		Deposit of Redemption Price
SECTION 3.8.		Notes Redeemed in Part
ARTICLE IV	COVENANTS

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SECTION 4.1.		Payment of Notes
SECTION 4.2.		Payment of Additional Amounts
SECTION 4.3.		Compliance Certificate
SECTION 4.4.		Further Instruments and Acts
ARTICLE V	DEFAULTS AND REMEDIES
SECTION 5.1.		Events of Default
SECTION 5.2.		Acceleration
SECTION 5.3.		Other Remedies
SECTION 5.4.		Waiver of Past Defaults
SECTION 5.5.		Control by Majority
SECTION 5.6.		Limitation on Suits
SECTION 5.7.		Rights of Holders to Receive Payment
SECTION 5.8.		Collection Suit by Trustee
SECTION 5.9.		Trustee May File Proofs of Claim
SECTION 5.10.		Priorities
SECTION 5.11.		Undertaking for Costs
ARTICLE VI	TRUSTEE
SECTION 6.1.		Duties of Trustee
SECTION 6.2.		Rights of Trustee
SECTION 6.3.		Individual Rights of Trustee
SECTION 6.4.		Trustee’s Disclaimer
SECTION 6.5.		Intentionally Omitted
SECTION 6.6.		Reports by Trustee to Holders
SECTION 6.7.		Compensation and Indemnity
SECTION 6.8.		Replacement of Trustee
SECTION 6.9.		Successor Trustee by Merger
SECTION 6.10.		Eligibility; Disqualification
SECTION 6.11.		Preferential Collection of Claims Against Company
ARTICLE VII	DISCHARGE OF INDENTURE; DEFEASANCE
SECTION 7.1.		Discharge of Liability on Notes; Defeasance
SECTION 7.2.		Conditions to Defeasance
SECTION 7.3.		Application of Trust Money
SECTION 7.4.		Repayment to Company

ii

SECTION 7.5.		Indemnity for U.S. Government Obligations
SECTION 7.6.		Reinstatement
ARTICLE VIII	AMENDMENTS
SECTION 8.1.		Without Consent of Holders
SECTION 8.2.		With Consent of Holders
SECTION 8.3.		Compliance with Trust Indenture Act
SECTION 8.4.		Revocation and Effect of Consents and Waivers
SECTION 8.5.		Notation on or Exchange of Notes
SECTION 8.6.		Trustee To Sign Amendments
ARTICLE IX	SUBSIDIARY GUARANTEE
SECTION 9.1.		Execution of Subsidiary Guarantee
SECTION 9.2.		Subsidiary Guarantee
SECTION 9.3.		Limitation on Liability
SECTION 9.4.		Successors and Assigns
SECTION 9.5.		No Waiver
SECTION 9.6.		Right of Contribution
SECTION 9.7.		No Subrogation
SECTION 9.8.		Modification
SECTION 9.9.		Waiver of Brazilian Law Benefits
ARTICLE X	MISCELLANEOUS
SECTION 10.1.		Trust Indenture Act Controls
SECTION 10.2.		Notices
SECTION 10.3.		Communication by Holders with other Holders
SECTION 10.4.		Certificate and Opinion as to Conditions Precedent
SECTION 10.5.		Statements Required in Certificate or Opinion
SECTION 10.6.		When Notes Disregarded
SECTION 10.7.		Rules by Trustee, Paying Agent and Registrar
SECTION 10.8.		Legal Holidays
SECTION 10.9.		Governing Law
SECTION 10.10.		No Recourse Against Others
SECTION 10.11.		Successors
SECTION 10.12.		Multiple Originals
SECTION 10.13.		Variable Provisions

iii

SECTION 10.14.		Qualification of Indenture
SECTION 10.15.		Table of Contents; Headings
SECTION 10.16.		Agent for Service; Submission to Jurisdiction; Waiver of Immunities
SECTION 10.17.		Currency of Account; Conversion of Currency; Foreign Exchange Restrictions
EXHIBIT A	Form of Note
EXHIBIT B	Form of Guarantee

iv

INDENTURE, dated as of December 21, 2004, among TEVECAP S.A., a sociedade anônima organized under the laws of the Federative Republic of Brazil (the “Company”), HSBC Bank USA, National Association as Trustee (the “Trustee”) and 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.

1

“Determination Period” means, as the context requires, the First Determination Period or the Second Determination Period.

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

“Exchange Adjustment” means:

(i)with respect to the First Redemption Date, an amount equal to:

(A)the Installment Amount due on the First Redemption Date minus

(B)the Installment Amount due on the First Redemption Date first converted into reais using the Exchange Rate as of November 1, 2004, second multiplied by the sum of (1) one plus (2) the Inflation Rate Increase for the First Redemption Date and third converted into US dollars using the Exchange Rate as of five Business Days prior to the First Redemption Date; and

(ii)with respect to the Second Redemption Date, an amount equal to:

(A)the Installment Amount due on the Second Redemption Date (as adjusted, if applicable, in accordance with Section 3.1(b)(1)(ii)) minus

(B)the Installment Amount due on the Second Redemption Date (as adjusted, if applicable, in accordance with Section 3.1(b)(1)(ii)) first converted into reais using the Exchange Rate as of November 1, 2004, second multiplied by the sum of (1) one plus (2) the Inflation Rate Increase for the Second Redemption Date and third converted into US dollars using the Exchange Rate as of five Business Days prior to the Second Redemption Date.

“Exchange Rate” means, as of any date, the real/US dollar commercial rate, expressed as the amount of reais per one US dollar, reported as of 7:30pm (São Paulo time) on such date by the Banco Central do Brasil on SISBACEN Data System under transaction code PTAX-800 (“Consultas de Câmbio” or Exchange Rate Inquiry) Option 5 (“Cotações para Contabilidade” or Rates for Accounting Purposes) market type L (corresponding to US dollars traded in the foreign exchange market segment officially denominated “Livre” and commonly known as “Commercial”), or such other transaction code as shall have replaced the PTAX-800 transaction code from time to time.

“Exchange Rate Increase” means, with respect to the First Redemption Date or the Second Redemption Date, the percentage increase, if any, in the Exchange Rate for the period from the first day of the First Determination Period or the Second Determination Period (as applicable) until the final day of the First Determination Period or the Second Determination Period (as applicable).

“Excluded Debt” means indebtedness due with respect to the Company’s 12.625% Senior Notes due 2004.

“First Determination Period,” for exchange rate purposes, means the period from November 1, 2004 through and including the fifth Business Day prior to the First Redemption Date.

“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

2

computations based on GAAP contained in this Indenture shall be computed in conformity with GAAP as in effect on the Issue Date.

“Guarantee” means any obligation, contingent or otherwise, of any Person directly or indirectly guaranteeing any indebtedness of any other Person and any obligation, direct or indirect, contingent or otherwise, of such Person (i) to purchase or pay (or advance or supply funds for the purchase or payment of) such indebtedness or other obligation of any other Person (whether arising by virtue of partnership arrangements, or by agreement to keep-well, to purchase assets, goods, securities or services, to take-or-pay, or to maintain financial statement conditions or otherwise) or (ii) entered into for purposes of assuring in any other manner the obligee of such indebtedness of the payment thereof or to protect such obligee against loss in respect thereof (in whole or in part); provided, however, that the term “Guarantee” shall not include endorsements for collection or deposit in the ordinary course of business.  The term “Guarantee” used as a verb has a corresponding meaning.

“Holder” or “Noteholder” means the Person in whose name a Note is registered on the Registrar’s books.

“IGP-M” means the Índice Geral de Preços do Mercado, as published by the Fundação Getúlio Vargas, or such other index as shall replace the IGP-M from time to time.

“IGP-M Variation” for any Determination Period means the product of the IGP-M for each month during such Determination Period; it being understood that (i) for period from November 1, 2007 through and including the fifth Business Day prior to the First Redemption Date, the IGP-M for such period shall be calculated on a pro rata temporis basis using the IGP-M for the month of October 2007 and (ii) for the period from November 1, 2008 through and including the fifth Business Day prior to the Second Redemption Date, the IGP-M for such period shall be calculated on a pro rata temporis basis using the IGP-M for the month of October 2008.

“Inflation Rate Increase” means:

(i)with respect to the First Redemption Date, the product of the IGP-M Variation for the First Determination Period multiplied by 1.12; and

(ii)with respect to the Second Redemption Date, the product of the IGP-M Variation for the Second Determination Period multiplied by 1.15.

“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 10.8.

“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.

3

“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, as the context requires, the First Redemption Date, the Second Redemption Date or the Third Redemption Date.

“Second Determination Period,” for exchange rate purposes, means the period from November 1, 2004 through and including the fifth Business Day prior to the Second Redemption Date.

“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.

“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.

4

“Subsidiary Guarantors” means each Subsidiary of the Company that executes a Guarantee in the form attached hereto as Exhibit B and that becomes a party hereto pursuant to Section 9.1.

“Subsidiary Guarantee” means the Guarantee of the Notes by the Subsidiary Guarantors set forth in Article IX, a notation of which shall be executed by any Subsidiary Guarantor in the form attached hereto as Exhibit B.

“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 or a Subsidiary Guarantor 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. §§ 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.

Term	Defined in Section
“Agent Member”		2.14(a)
“Bankruptcy Law”		5.1
“covenant defeasance option”		7.1(b)
“Custodian”		5.1
“Event of Default”		5.1
“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
“Obligations”		9.2
“Second Redemption Date”		3.1
“Third Redemption Date”		3.1

5

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.

6

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 unlimited.  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 Notes may have notations, legends or endorsements required by law, stock exchange rule or usage.

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 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.

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

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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.

The Trustee shall not be required to authenticate any Notes if the issue of such Notes pursuant to this Indenture will affect the Trustee’s own rights, duties or immunities under the Notes and this Indenture or otherwise in a manner which is not reasonably acceptable to the Trustee.

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.

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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, each Subsidiary Guarantor 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, any Subsidiary Guarantor or the Trustee that such Note has been acquired by a

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protected purchaser, the Company shall execute and upon a 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 and each Subsidiary Guarantor, 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.

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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 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 or any Subsidiary Guarantor 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 or Subsidiary Guarantees by the Company or any Subsidiary Guarantor 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 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.

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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 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 and any Subsidiary Guarantor may at any time deliver to the Trustee for cancellation any Notes previously authenticated and delivered hereunder which the Company or such Subsidiary Guarantor 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

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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 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.

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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 Subsidiary Guarantors (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 § 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

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such other times as the Trustee may request in writing, a list in such form and as of such date as the Trustee may reasonably require of the names and addresses of Noteholders and the Company shall otherwise comply with TIA § 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”):

Scheduled Redemption Date	Installment Amount
November 26, 2007 (the “First Redemption Date”)	33.33% of aggregate principal amount
November 26, 2008 (the “Second Redemption Date”)	33.33% of aggregate principal amount
November 26, 2009 (the “Third Redemption Date”)	33.34% of aggregate principal amount

(b)Adustment of Installment Amounts.

(1)If the Exchange Rate Increase with respect to the First Redemption Date is greater than the Inflation Rate Increase with respect to the First Redemption Date, then:

(i)the Installment Amount due on the First Redemption Date shall be reduced by the amount 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 amount 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 amount of the Exchange Adjustment applicable to the First Redemption Date.

(2)If the Exchange Rate Increase with respect to the Second Redemption Date is greater than the Inflation Rate Increase with respect to the Second Redemption Date, then:

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(i)the Installment Amount due on the Second Redemption Date (as adjusted, if applicable, in accordance with Section 3.1(b)(1)(ii) above) shall be reduced by the amount of the Exchange Adjustment applicable to the Second Redemption Date; and

(ii)the Installment Amount due on the Third Redemption Date (as adjusted, if applicable, in accordance with Section 3.1(b)(1)(iii) above) shall be increased by the amount of the Exchange Adjustment applicable to the Second Redemption Date.

(3)If the Installment Amount due on any Redemption Date is reduced as set forth in Sections 3.1(b)(1) or (2) above, then interest shall continue to accrue on the amount of such reduction in accordance with this Indenture until paid in full.

(c)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 of the Notes so redeemed, 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 3.2.   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$1.00.  Notes and portions of them the Trustee selects shall be in amounts of US$1.00 or a whole multiple of US$1.00.  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:

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(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;

(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.

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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 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 or any Subsidiary Guarantor under or in respect of the Notes or any Subsidiary Guarantee 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 or any Subsidiary Guarantor, 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 or such Subsidiary Guarantor, as the case may be, on each Note or Subsidiary Guarantee 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 or Subsidiary Guarantee.  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 (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 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 to comply with any certification, identification or other reporting requirements concerning the nationality, residence, identity or connection with the Taxing Jurisdiction of the Holder if (a) such compliance is required or imposed by statute,

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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 or Subsidiary Guarantor shall have notified such Holder that some or all Holders 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 or Subsidiary Guarantee presented for payment by or on behalf of a Holder who would have been able to avoid such withholding or deduction by presenting the relevant Note or Subsidiary Guarantee 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.

(b)The Company and each Subsidiary Guarantor 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 or Subsidiary Guarantees, as applicable, 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 or Subsidiary Guarantees following the occurrence of any Default.

No Additional Amounts shall be paid with respect to a payment on a Note or Subsidiary Guarantee to a Holder that is a fiduciary or partnership or any person 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 the Note or Subsidiary Guarantee.

The Company and each Subsidiary Guarantor 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 or such Subsidiary Guarantor has paid any Additional Amounts. Copies of such documentation shall be made available to the Paying Agents upon request therefor.

(c)If the Company or any Subsidiary Guarantor shall be obligated to pay Additional Amounts with respect to any interest payment under the Notes or a Subsidiary Guarantee, the Company or such Subsidiary Guarantor, as applicable, 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 or if the Company or such Subsidiary Guarantor has not previously delivered such 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 4.2 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 or Subsidiary Guarantees to holders and the Additional Amounts, if any, due to Holders in connection with such payment, and (b) certifying that the Company or such Subsidiary Guarantor 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 on any

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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 and each Subsidiary Guarantor hereby covenant 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 or such Subsidiary Guarantor will make available to any Holder 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.

(e)The obligations of the Company and the Subsidiary Guarantors 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 or the Subsidiary Guarantees, as the case may be.

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 § 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;

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(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 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;

(5)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 principal amount of such unpaid or accelerated Excluded Debt exceeds US$35 million;

(6)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;

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

(7)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;

(8)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;

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

(10)any Subsidiary Guarantee fails to be in full force and effect (except as contemplated by the terms thereof) or the denial or disaffirmation by any Subsidiary Guarantor of its obligations under the Indenture or any Subsidiary Guarantee if such default continues for 10 days, unless otherwise released from such Subsidiary Guarantee obligation pursuant to the Indenture.

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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 (3), (4), (7) or (9) of this Section 5.1.

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.

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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:

(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

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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.

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

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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.

(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.

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(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 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 § 313(a).  The Trustee also shall comply with TIA § 313(b).  The Trustee shall also transmit by mail all reports required by TIA § 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

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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 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

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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 § 310(a).  The Trustee shall have a combined capital and surplus of at least US$100 million as set forth in its most recent published annual report of condition.  The Trustee shall comply with TIA § 310(b); provided, however, that there shall be excluded from the operation of TIA § 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 § 310(b)(1) are met.

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

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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 and all obligations of the Subsidiary Guarantors under the Subsidiary Guarantees 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:

(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;

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(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;

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.

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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 and the Subsidiary Guarantors under this Indenture, the Notes and Subsidiary Guarantees 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;

(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

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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 any 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;

(9)release any Subsidiary Guarantor from any of its obligations under its Subsidiary Guarantee or this Indenture; or

(10)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 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.

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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 VIII 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 10.4, 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

Subsidiary Guarantee

SECTION 9.1.   Execution of Subsidiary Guarantee.  Any Subsidiary of the Company that is not a Subsidiary Guarantor as of the date hereof may become a Subsidiary Guarantor by executing and delivering to the Trustee (a) a Subsidiary Guarantee in the form attached hereto as Exhibit B and (b) a supplement to this Indenture providing that such Subsidiary will be a Subsidiary Guarantor hereunder.  Each supplement shall be accompanied by an opinion of counsel in a form reasonably satisfactory to the Trustee.  In the event that any Subsidiary of the Company becomes a Subsidiary Guarantor as of the date hereof or in accordance with this Section 9.1, then Sections 9.2 through 9.9 shall apply to such Subsidiary Guarantor.

SECTION 9.2.   Subsidiary Guarantee.  The Subsidiary Guarantors hereby, jointly and severally, unconditionally and irrevocably, Guarantee to each Holder and to the Trustee and its successors and assigns, as a principal obligor and not merely as a surety, (a) the full and punctual payment of principal of and interest on the Notes when due, whether at maturity, by acceleration, by redemption or otherwise, and all other monetary obligations of the Company under this Indenture (including obligations to the Trustee) and the Notes and (b) the full and punctual performance within applicable grace periods of all other obligations of the Company under this Indenture and the Notes (all the foregoing being hereinafter collectively called the “Obligations”).  The Subsidiary Guarantors further agree that the Obligations may be extended or renewed, in whole or in part, without notice or further assent from the Subsidiary Guarantors, and that the Subsidiary Guarantors will remain bound under this Article IX notwithstanding any extension or renewal of any Obligation.

The Subsidiary Guarantors waive presentation to, demand of, payment from and protest to the Company of any of the Obligations and also waive notice of protest for nonpayment.  The Subsidiary Guarantors waive notice of any default under the Notes or the Obligations.  The obligations of

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the Subsidiary Guarantors hereunder shall not be affected by (a) the failure of any Holder or the Trustee to assert any claim or demand or to enforce any right or remedy against the Company or any other Person under this Indenture, the Notes or any other agreement or otherwise; (b) any extension or renewal of any Obligation; (c) any rescission, waiver, amendment, modification or supplement of any of the terms or provisions of this Indenture (other than this Article IX), the Notes or any other agreement; (d) the release of any security held by any Holder or the Trustee for the Obligations or any of them; (e) the failure of any Holder or Trustee to exercise any right or remedy against any other guarantor of the Obligations; or (f) any change in the ownership of the Company.

The Subsidiary Guarantors further agree that their Guarantees herein constitute a guarantee of payment, performance and compliance when due (and not a guarantee of collection) and waive any right to require that any resort be had by any Holder or the Trustee to any security held for payment of the Obligations.

The obligations of the Subsidiary Guarantors hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense, setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Obligations or otherwise.  Without limiting the generality of the foregoing, the obligations of the Subsidiary Guarantors herein shall not be discharged or impaired or otherwise affected by the failure of any Holder or the Trustee to assert any claim or demand or to enforce any remedy under this Indenture, the Notes or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the Obligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of the Subsidiary Guarantors or would otherwise operate as a discharge of the Subsidiary Guarantors as a matter of law or equity.

The Subsidiary Guarantors further agree that their Guarantees herein shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of any Obligation is rescinded or must otherwise be restored by any Holder or the Trustee upon the bankruptcy or reorganization of the Company or otherwise.

In furtherance of the foregoing and not in limitation of any other right which any Holder or the Trustee has at law or in equity against the Subsidiary Guarantors by virtue hereof, upon the failure of the Company to pay any Obligation when and as the same shall become due, whether at maturity, by acceleration, by redemption or otherwise, or to perform or comply with any other Obligation, the Subsidiary Guarantors hereby promise to and will, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the Holders or the Trustee an amount equal to the sum of (i) the unpaid principal amount of such Obligations, (ii) accrued and unpaid interest on such Obligations (but only to the extent not prohibited by law) and (iii) all other monetary Obligations of the Company to the Holders and the Trustee.

The Subsidiary Guarantors agree that, as between the Subsidiary Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the Obligations guaranteed hereby may be accelerated as provided in Article V for the purposes of the Guarantee herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations guaranteed hereby, and (y) in the event of any declaration of acceleration of such Obligations as provided in Article V, such Obligations (whether or not due and payable) shall forthwith become due and payable by the Subsidiary Guarantors for the purposes of this Section.

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The Subsidiary Guarantors also agree to pay any and all costs and expenses (including reasonable attorneys’ fees) incurred by the Trustee or any Holder in enforcing any rights under this Section.

SECTION 9.3.   Limitation on Liability.  Any term or provision of this Indenture to the contrary notwithstanding, the maximum aggregate liability of each Subsidiary Guarantor hereunder shall not exceed the maximum amount that can be guaranteed by such Subsidiary Guarantor under applicable federal and state laws relating to insolvency of debtors.

SECTION 9.4.   Successors and Assigns.  (a)This Article IX shall be binding upon the Subsidiary Guarantors and their successors and assigns and shall enure to the benefit of the successors and assigns of the Trustee and the Holders and, in the event of any transfer or assignment of rights by any Holder or the Trustee, the rights and privileges conferred upon that party in this Indenture and in the Notes shall automatically extend to and be vested in such transferee or assignee, all subject to the terms and conditions of this Indenture.

(b)Notwithstanding the foregoing, all obligations of a Subsidiary Guarantor under this Article IX shall be automatically and unconditionally released and discharged upon any sale, exchange or transfer to any Person which is not a Subsidiary of the Company, of all or substantially all of the assets of such Subsidiary Guarantor or all of the capital stock of such Subsidiary Guarantor owned by the Company or any Subsidiary; provided that (i) such sale, exchange or transfer is not prohibited by this Indenture and (ii) all obligations of such Subsidiary Guarantor under all of its Guarantees of, and in respect of all liens on its assets securing, indebtedness of the Company are also released and discharged upon such sale, exchange or transfer.

SECTION 9.5.   No Waiver.  Neither a failure nor a delay on the part of either the Trustee or the Holders in exercising any right, power or privilege under this Article IX shall operate as a waiver thereof, nor shall a single or partial exercise thereof preclude any other or further exercise of any right, power or privilege.  The rights, remedies and benefits of the Trustee and the Holders herein expressly specified are cumulative and not exclusive of any other rights, remedies or benefits which either may have under this Article IX at law, in equity, by statute or otherwise.

SECTION 9.6.   Right of Contribution.  Each Subsidiary Guarantor hereby agrees that to the extent that a Subsidiary Guarantor shall have paid more than its proportionate share of any payment made hereunder, such Subsidiary Guarantor shall be entitled to seek and receive contribution from and against any other Subsidiary Guarantor hereunder who has not paid its proportionate share of such payment.  Each Subsidiary Guarantor’s right of contribution shall be subject to the terms and conditions of Section 9.7.  The provisions of this Section shall in no respect limit the obligations and liabilities of any Subsidiary Guarantor to the Trustee and the Holders, and each Subsidiary Guarantor shall remain liable to the Trustee and the Holders for the full amount guaranteed by such Subsidiary Guarantor hereunder.

SECTION 9.7.   No Subrogation.  Notwithstanding any payment or payments made by any of the Subsidiary Guarantors hereunder, no Subsidiary Guarantor shall be entitled to be subrogated to any of the rights of the Trustee or any Holder against the Company or any other Subsidiary Guarantor or any collateral security or guarantee or right of offset held by the Trustee or any Holder for the payment of the Obligations, nor shall any Subsidiary Guarantor seek or be entitled to seek any contribution or reimbursement from the Company or any other Subsidiary Guarantor in respect of payments made by such Subsidiary Guarantor hereunder, until all amounts owing to the Trustee and the Holders by the Company on account of the Obligations are paid in full.  If any amount shall be paid to any Subsidiary Guarantor on account of such subrogation rights at any time when all of the Obligations shall not have

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been paid in full, such amount shall be held by such Subsidiary Guarantor in trust for the Trustee and the Holders, segregated from other funds of such Subsidiary Guarantor, and shall, forthwith upon receipt by such Subsidiary Guarantor, be turned over to the Trustee in the exact form received by such Subsidiary Guarantor (duly indorsed by such Subsidiary Guarantor to the Trustee, if required), to be applied against the Obligations.

SECTION 9.8.   Modification.  No modification, amendment or waiver of any provision of this Article IX, nor the consent to any departure by the Subsidiary Guarantors therefrom, shall in any event be effective unless the same shall be in writing and signed by the Trustee, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given.  No notice to or demand on the Subsidiary Guarantors in any case shall entitle the Subsidiary Guarantors to any other or further notice or demand in the same, similar or other circumstances.

SECTION 9.9.   Waiver of Brazilian Law Benefits.  Each Subsidiary Guarantor hereby expressly waives all benefits set forth in the following provisions of Brazilian law:  articles 1491, 1494, 1498, 1499, 1500 and 1503 of the Brazilian Civil Code, articles 261 and 262 of the Brazilian Commercial Code and article 595 of the Brazilian Civil Procedure Code.

ARTICLE X

Miscellaneous

SECTION 10.1.   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 10.2.   Notices.  Any notice or communication shall be in writing and delivered in person or mailed by first-class mail addressed as follows:

if to the Company or to the Subsidiary Guarantors:

Tevecap S.A.

Av. Das Nações Unidas, 7221 – 7(o) andar

São 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

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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, any of the Subsidiary Guarantors, 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 10.3.   Communication by Holders with other Holders.  Noteholders may communicate pursuant to TIA § 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 § 312(c).

SECTION 10.4.   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

(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 10.5.   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.

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SECTION 10.6.   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 10.7.   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 10.8.   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 10.9.   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 10.10.   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.

SECTION 10.11.   Successors.  All agreements of the Company and the Subsidiary Guarantors in this Indenture, the Notes and the Subsidiary Guarantees shall bind their respective successors.  All agreements of the Trustee in this Indenture shall bind its successors.

SECTION 10.12.   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 10.13.   Variable Provisions.  The Company initially appoints the Trustee as Paying Agent and Note Registrar and custodian with respect to any Global Notes.

SECTION 10.14.   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 10.15.   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

38

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 10.16.   Agent for Service; Submission to Jurisdiction; Waiver of Immunities.  By the execution and delivery of this Indenture or any amendment or supplement hereto, each of the Company and each Subsidiary Guarantor, (i) acknowledges that it has, by separate written instrument, designated and appointed CT Corporation System, currently located at CT Corporation System, 111 Eighth Avenue, 13^th 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, this Indenture or any Subsidiary Guarantee (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 or any such Subsidiary Guarantor, as the case may be, in any such suit, action or proceeding.  The Company and each Subsidiary Guarantor further agree to take any and all action, including the execution and filing of any and all such documents and instruments as may be necessary to continue such designation and appointment of CT Corporation System in full force and effect so long as this Indenture shall be in full force and effect; provided that the Company and each Subsidiary Guarantor 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 10.16 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 and the Subsidiary Guarantors or (y) a corporate service company which acts as agent for service of process for other persons in the ordinary course of its business and 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 10.16.  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 times, be at least one agent for service of process for the Company and the Subsidiary Guarantors appointed and acting in accordance with this Section 10.16.

To the extent that the Company or any Subsidiary Guarantor has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether through service of notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, the Company and each Subsidiary Guarantor hereby irrevocably waives such immunity in respect of its obligations under this Indenture, the Notes and the Subsidiary Guarantees, to the extent permitted by law.

SECTION 10.17.   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 and the Subsidiary Guarantors under or in connection with the Notes, the Subsidiary Guarantees or this Indenture, including damages.  Any amount received or recovered in a currency other than U.S. dollars (whether as a result of, or of the enforcement of, a judgment or order of a court of any jurisdiction, in the winding-up or dissolution of the Company and the Subsidiary Guarantors or otherwise) by any Holder in respect of any sum expressed to be due to it from the Company and the Subsidiary Guarantors shall only constitute a discharge to the Company and the Subsidiary Guarantors to the extent of the dollar amount which the recipient is able to purchase with the amount so received or recovered in that other currency on the date of that receipt or recover (or, if it is not practicable to make that purchase

39

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 and the Subsidiary Guarantors shall jointly and severally indemnify it against any loss sustained by it as a result as set forth in Section 10.17(b).  In any event, the Company and the Subsidiary Guarantors shall indemnify the recipient against the cost of making any such purchase.  For the purposes of this Section 10.17, 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 Section 10.17 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 and each Subsidiary Guarantor covenant and agree that the following provisions shall apply to conversion of currency in the case of the Notes, the Subsidiary Guarantees 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 or the relevant Subsidiary Guarantor, as the case may be, will pay such additional (or, as the case may be, such lesser) amount, if any, as may be necessary so that the amount paid in the judgment currency when converted at the rate of exchange prevailing on the date of receipt will produce the amount in the Base Currency originally due.

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

(iii)The obligations contained in Subsections (a), (b)(i)(B), (b)(ii) and (b)(v) of this Section 10.17 shall constitute separate and independent obligations from the other

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Indenture obligations of the Company and the Subsidiary Guarantors, shall give rise to separate and independent causes of action against the Company and each Subsidiary Guarantor, shall apply irrespective of any waiver or extension granted by any Holder or the Trustee or either of them from time to time and shall continue in full force and effect notwithstanding any judgment or order or the filing of any proof of claim in the winding-up of the Company or any Subsidiary Guarantor for a liquidated sum in respect of amounts due hereunder (other than under Subsection (b)(ii) above) or under any such judgment or order.  Any such deficiency as aforesaid shall be deemed to constitute a loss suffered by the Holders or the Trustee, as the case may be, and no proof or evidence of any actual loss shall be required by the Company or the relevant Subsidiary Guarantor or the liquidator or otherwise or any of them.  In the case of Subsection (b)(ii) above, the amount of such deficiency shall not be deemed to be reduced by any variation in rates of exchange occurring between the said final date and the date of any liquidating distribution.

(iv)The term “rate(s) of exchange” means 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 or any Subsidiary Guarantee, any restrictions or prohibition of access to the Brazilian foreign exchange market exists, the Company and each Subsidiary Guarantor agree to pay all amounts payable under the Notes and the Subsidiary Guarantees 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 10.17 shall be borne by the Company and the Subsidiary Guarantors.

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

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

TEVECAP S.A.
By:	/s/ Carlos Eduardo Malagoni
	Name:	Carlos Eduardo Malagoni
	Title:	Chief Financial Officer
By:	/s/ Vito Chiarella Neto
	Name:	Vito Chiarella Neto
	Title:	Attorney-in-fact
HSBC BANK USA, NATIONAL ASSOCIATION, as Trustee and Paying Agent
By:	/s/ Frank J. Godino
	Name:	Frank J. Godino
	Title:	Vice President

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

On this      day of            , 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]

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

On this       day of            , 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]

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EXHIBIT A

[FORM OF 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.

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No. [  ]	Principal Amount US$[ ]
	CUSIP NO. 88162X AD 8

12.625% Senior Note due 2009

Tevecap S.A., a sociedade anônima 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

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[FORM OF REVERSE SIDE OF NOTE]

12.625% Senior Note due 2004

1.Interest

Tevecap S.A., a sociedade anônima 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.

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4.Indenture

The Company issued the Notes under an Indenture dated as of December    , 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. §§ 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, 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.ScheduledRedemption

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”):

Scheduled Redemption Date	Installment Amount
November 26, 2007 (the “First Redemption Date”)	33.33% of aggregate principal amount
November 26, 2008 (the “Second Redemption Date”)	33.33% of aggregate principal amount
November 26, 2009 (the “Third Redemption Date”)	33.34% of aggregate principal amount

6.Adustment of Installment Amounts:

(i)If the Exchange Rate Increase with respect to the First Redemption Date is greater than the Inflation Rate Increase with respect to the First Redemption Date, then:

(I)the Installment Amount due on the First Redemption Date shall be reduced by the amount 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 amount 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 amount of the Exchange Adjustment applicable to the First Redemption Date.

(ii)If the Exchange Rate Increase with respect to the Second Redemption Date is greater than the Inflation Rate Increase with respect to the Second Redemption Date, then:

(I)the Installment Amount due on the Second Redemption Date (as adjusted, if applicable, in accordance with clause (6)(i)(II) above) shall be reduced by the amount of the Exchange Adjustment applicable to the Second Redemption Date; and

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(II)the Installment Amount due on the Third Redemption Date (as adjusted, if applicable, in accordance with clause (6)(i)(III) above) shall be increased by the amount of the Exchange Adjustment applicable to the Second Redemption Date.

(iii)If the Installment Amount due on any Redemption Date is reduced as set forth in clauses (6)(i) or (6)(ii) above, then interest shall continue to accrue on the amount of such reduction in accordance with the indenture until paid in full.

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 new notes, at a redemption price of 100% of the outstanding principal amount of the new notes so redeemed, 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.Subsidiary Guarantee

To guarantee the due and punctual payment of the principal and interest, if any, on the Notes and all other amounts payable by the Company under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, the Subsidiary Guarantors, if any, will unconditionally guarantee such obligations on a senior basis pursuant to the terms of the Indenture.

9.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 or any Subsidiary Guarantor 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 or the Subsidiary Guarantors, as the case may be, 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 or any Subsidiary Guarantor 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 or any Subsidiary Guarantor 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.

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10.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$1.00 may be redeemed in part but only in whole multiples of US$1.00.  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.

11.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 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.

12.Persons Deemed Owners

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

13.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.

14.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.

15.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

50

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.

16.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”); (v) 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 or is accelerated by the holders thereof because of a default and the total amount of such indebtedness unpaid or accelerated exceeds US$35 million; (vi) certain events of bankruptcy, insolvency or reorganization of ours (the “bankruptcy provisions”); (vii) any judgment or decree for the payment of money in excess of US$ 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”); (viii) there shall have occurred any seizure, compulsory acquisition, expropriation or nationalization of material assets of ours and our Subsidiaries; or (ix) the failure of any Subsidiary Guarantee to be in full force or the denial or disaffirmation by any Subsidiary Guarantor of its obligation under the Indenture or Subsidiary Guarantee.  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.

17.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.

18.No Recourse Against Others

A director, officer, employee or stockholder, as such, of the Company or any Subsidiary Guarantor shall not have any liability for any obligations of the Company or any Subsidiary Guarantor under the Notes or the Indenture or for any claim based on, in respect of or by reason of such obligations

51

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.

19.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.

20.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).

21.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.

22.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.

23.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.

24.Conversion of Currency

U.S. dollars are the sole currency of account and payment for all sums payable by the Company and the Subsidiary Guarantors under or in connection with the Notes, the Subsidiary Guarantees or the Indenture, including damages.  The Company and each Subsidiary Guarantor have agreed that the provisions of Section 10.17 of the Indenture shall apply to conversion of currency in the case of the Notes, Subsidiary Guarantees and the Indenture.  Among other things, Section 10.17 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 or the relevant Subsidiary Guarantor, as the case may be, will pay such additional (or, as the case may be, such lesser) amount, if any, as may be necessary so that the amount paid in the judgment currency when converted at the rate of exchange prevailing on the date of receipt will produce the amount in the Base Currency originally due.  In the event that on any payment date in respect of the Notes or any Subsidiary Guarantee any restrictions or prohibition of access to the Brazilian foreign exchange market exists, the Company and each

52

Subsidiary Guarantor agree to pay all amounts payable under the Notes and the Subsidiary Guarantees 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 and the Subsidiary Guarantors.

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

The Company and each Subsidiary Guarantor have appointed CT Corporation System, currently located at 111 Eighth Avenue, 13^th 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, the Indenture or any Subsidiary Guarantee (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 securities laws or brought by the Trustee (whether in its individual capacity or in its capacity as Trustee hereunder) and have agreed that there shall, at all time, be at least one agent for service of process for the Company and the Subsidiary Guarantors appointed and acting in accordance with the provisions of Section 10.16 of the Indenture relating to agent for service of process.  To the extent that the Company or any Subsidiary Guarantor has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether through service of notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, the Company and each Subsidiary Guarantor have irrevocably waived such immunity in respect of its obligations under the Indenture and this Note and the Guarantee, 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

53

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.

54

EXHIBIT B

[FORM OF GUARANTEE]

For value received, the undersigned hereby unconditionally guarantees, as principal obligor and not merely as a surety, to the Holder of this Note, the cash payments in United States dollars of principal, premium, if any, and interest on this Note (and including Additional Amounts payable thereon) in the amounts and at the times when due, together with interest on the overdue principal, premium, if any, and interest, if any, on this Note, if lawful, and the payment or performance of all other obligations of the Company under the Indenture or the Notes, to the Holder of this Note and the Trustee, all in accordance with and subject to the terms and conditions of this Note and the Indenture, including Article IX of the Indenture.  Capitalized terms used but not defined herein shall have meanings ascribed to them in the Indenture, dated as of December    , 2004, among the Company, HSBC Bank USA, National Association, as Trustee and Principal Paying Agent, as amended or supplemented.

The obligations of the undersigned to the Holders of Notes and to the Trustee are expressly set forth in Article IX of the Indenture and reference is hereby made to the Indenture for the precise terms of the Guarantee.

IN WITNESS WHEREOF, each Subsidiary Guarantor has caused this endorsement to be duly executed.

               , 2004

55

EX-4.2

Exhibit 4.2

CONFORMED COPY

TEVECAP S.A.

12.625% Senior Notes due 2009

SUPPLEMENT TO INDENTURE

Dated as of December 21, 2004

HSBC BANK USA, NATIONAL ASSOCIATION

Trustee

and

Principal Paying Agent

THIS SUPPLEMENT, dated as of December 21, 2004, TO INDENTURE, dated as of December 21, 2004 (this “Supplement”), is among TEVECAP S.A., TVA SISTEMA DE TELEVISAO S.A., TVA COMMUNICATIONS LTD., COMERCIAL CABO TV SÃO PAULO LTDA., CCS CAMBORIÚ CABLE SYSTEM DE TELECOMUNICAÇOES LTDA., and TVA SUL PARANA LTDA., as Subsidiary Guarantors (the “Subsidiary Guarantors”), and HSBC Bank USA, National Association as Trustee (the “Trustee”) and Principal Paying Agent (the “Principal Paying Agent”).

WITNESSETH:

WHEREAS, the Company has heretofore executed and delivered to the Trustee an Indenture, dated as of December 21, 2004, among the Company, the Trustee, and the Principal Paying Agent (the “Indenture”), under which the Securities in the aggregate principal amount of $48,022,000 were issued and are outstanding.

WHEREAS, TVA Sistema de Televisao S.A., TVA Communications Ltd., Comercial Cabo TV São Paulo Ltda., CCS Camboriú Cable System de Telecomunicaçoes Ltda., and TVA Sul Parana Ltda. are Subsidiaries of the Company and wish to unconditionally and irrevocably Guarantee to each Holder and to the Trustee and its successors and assigns, as a principal obligor and not merely as a surety, (a) the full and punctual payment of principal of and interest on the Notes when due, whether at maturity, by acceleration, by redemption or otherwise, and all other monetary obligations of the Company under the Indenture (including obligations to the Trustee) and the Notes and (b) the full and punctual performance within applicable grace periods of all other obligations of the Company under the Indenture and the Notes.

WHEREAS, in accordance with Sections 8.1(4) and 9.1 of the Indenture the Company has requested that the Indenture be supplemented to provide for TVA Sistema de Televisao S.A., TVA Communications Ltd., Comercial Cabo TV São Paulo Ltda., CCS Camboriú Cable System de Telecomunicaçoes Ltda., and TVA Sul Parana Ltda. to become Subsidiary Guarantors.  The Company and each of the Subsidiary Guarantors are authorized to enter into this Supplement by resolution of the board of directors of the Company or such Subsidiary Guarantor, and simultaneously herewith the Trustee has received Opinions of Counsel and Officers’ Certificates stating that the execution of this Supplement is authorized or permitted by the Indenture.

NOW, THEREFORE:

For and in consideration of the premises it is mutually covenanted and agreed as follows:

ARTICLE I

Additional Subsidiary Guarantee

SECTION 1.1.  Additional Guarantors. Pursuant to Sections 8.1(4) and 9.1 of the Indenture, and this Supplement TVA Sistema de Televisao S.A., TVA Communications Ltd., Comercial Cabo TV São Paulo Ltda., CCS Camboriú Cable System de Telecomunicaçoes Ltda., and TVA Sul Parana Ltda. as of the date hereof shall be Subsidiary Guarantors under the provisions of the Indenture, including without limitation the provisions of Article IX of the Indenture.

ARTICLE II

SECTION 2.1.  Effective Date of this Supplement. This Supplement will be effective upon the date first written above.

2

SECTION 2.2.  Indenture Ratified. Except as set forth herein, the Indenture is in all respects ratified and confirmed, and all the terms, provisions and conditions thereof shall be and remain in full force and effect.

SECTION 2.3.  Counterparts. This Supplement may be executed in any number of counterparts, each of which shall be an original, but such counterparts shall together constitute but one and the same instrument.

SECTION 2.4.  Trustee Not Responsible. The recitals contained herein shall be taken as the statements of the Company and the Trustee assumes no responsibility for their correctness.  The Trustee enters into this Supplement in reliance on the Officers’ Certificates and Opinions of Counsel, as provided for in Sections 10.4 and 10.5 of the Indenture.

SECTION 2.5.  Definitions and Terms. Unless otherwise defined herein, all initially capitalized terms used herein shall have the meanings assigned to such terms in the Indenture.

SECTION 2.6.  Governing Law. This Supplement shall be governed by and construed in accordance with the law of the State of New York.

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

3

IN WITNESS WHEREOF, the parties hereto have caused this Supplement No. 1 to be duly executed as of the date first above written.

TEVECAP S.A.
By:	/s/ Carlos Eduardo Malagoni
	Name:	Carlos Eduardo Malagoni
	Title:	Chief Financial Officer
By:	/s/ Virgilio Jose Carreira Amaral
	Name:	Virgilio Jose Carreira Amaral
	Title:	Chief Technology Officer
TVA SISTEMA DE TELEVISAO S.A.
By:	/s/ Carlos Eduardo Malagoni
	Name:	Carlos Eduardo Malagoni
	Title:	Chief Financial Officer
By:	/s/ Vito Chiarella Neto
	Name:	Vito Chiarella Neto
	Title:	Attorney-in-fact
TVA COMMUNICATIONS LTD.
By:	/s/ Carlos Eduardo Malagoni
	Name:	Carlos Eduardo Malagoni
	Title:	Chief Financial Officer
By:	/s/ Vito Chiarella Neto
	Name:	Vito Chiarella Neto
	Title:	Attorney-in-fact
COMERCIAL CABO TV SÃO PAULO LTDA.
By:	/s/ Carlos Eduardo Malagoni
	Name:	Carlos Eduardo Malagoni
	Title:	Chief Financial Officer

By:	/s/ Vito Chiarella Neto
	Name:	Vito Chiarella Neto
	Title:	Attorney-in-fact
CCS CAMBORIÚ CABLE SYSTEM DE TELECOMUNICAÇOES LTDA.
By:	/s/ Carlos Eduardo Malagoni
	Name:	Carlos Eduardo Malagoni
	Title:	Chief Financial Officer
By:	/s/ Vito Chiarella Neto
	Name:	Vito Chiarella Neto
	Title:	Attorney-in-fact
TVA SUL PARANA LTDA.
By:	/s/ Carlos Eduardo Malagoni
	Name:	Carlos Eduardo Malagoni
	Title:	Chief Financial Officer
By:	/s/ Vito Chiarella Neto
	Name:	Vito Chiarella Neto
	Title:	Attorney-in-fact
HSBC BANK USA, NATIONAL ASSOCIATION, as Trustee and Paying Agent
By:	/s/ Frank J. Godino
	Name:	Frank J. Godino
	Title:	Vice President

EX-5.1

Exhibit 5.1

[LETTERHEAD OF MAYER, BROWN, ROWE & MAW LLP]

September          , 2005

Re:	Tevecap S.A.
	U.S.$7,008,000 12.625% Senior Notes due 2009
	Exchange Offer

Ladies and Gentlemen:

We have acted as New Yorkcounsel for (i) Tevecap S.A., a Brazilian corporation (the “Company”), and (ii) TVA Sistema de Televisão S.A., TVA Sul Parana Ltda., Comercial Cabo TV São Paulo Ltda., CCS-Camboriú Cable System de TeleComunicações Ltda and TVA Communications Ltd. (collectively, the “Subsidiary Guarantors”), in connection with the filing by the Company and the Subsidiary Guarantors with the Securities and Exchange Commission (the “Commission”) of a registration statement (the “Registration Statement”) on Form F-4 under the Securities Act of 1933, as amended, relating to the proposed issuance, in exchange for U.S.$7,008,000 aggregate principal amount of the Company’s unregistered 12.625% Senior Notes due 2009 (the “Old Notes”), together with the Subsidiary Guarantees of the Old Notes (such Subsidiary Guarantees, together with the Old Notes, the “Old Securities”) of U.S.$7,008,000 aggregate principal amount of the Company’s 12.625% registered Senior Notes due 2009 (the “Exchange Notes”), together with the Subsidiary Guarantees of the Exchange Notes (such Subsidiary Guarantees, together with the Exchange Notes, the “Exchange Securities”).  The Exchange Notes are to be issued pursuant to an Indenture, dated as of December 21, 2004 (as amended, the “Indenture”), among the Company, HSBC Bank USA, National Association, as Trustee, Registrar, Principal Paying Agent and Transfer Agent.  Capitalized terms used herein and not otherwise defined herein have the meanings ascribed thereto in the Indenture.

In that connection, we have examined originals, or copies certified or otherwise identified to our satisfaction, of such documents, corporate records and other instruments as we have deemed necessary or appropriate for purposes of this opinion, including the Indenture, the forms of the Exchange Securities and the Registration Statement.

In rendering the opinions contained herein, we have assumed (a) the due authorization, execution and delivery of each of the Indenture and the Exchange Securities by each of the parties thereto, (b) that each of such parties has the legal power to act in the respective capacity or capacities in which it is to act thereunder, (c) the authenticity of all documents submitted to us as originals, (d) the conformity to the original documents of all documents submitted to us as copies and (e) the genuineness of all signatures on all documents submitted to us.

Based on the foregoing, we are of the opinion that (i) the Subsidiary Guarantees, upon the execution of the Exchange Notes with the Subsidiary Guarantees, endorsed thereon in accordance with the provisions of the Indenture and when the Exchange Notes with the

Subsidiary Guarantees endorsed thereon are delivered in exchange for the Old Notes will constitute valid and binding obligations of the Subsidiary Guarantors enforceable against the Subsidiary Guarantors in accordance with their terms (subject in each case to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and other similar laws affecting creditors’ rights generally from time to time in effect and to general principles of equity, including, without limitation, concepts of materiality, reasonableness, good faith and fair dealing, regardless of whether considered in a proceeding in equity or at law); and (ii) the Exchange Notes, when duly issued and authenticated in accordance with the provisions of the Indenture and delivered in exchange for the Old Notes will constitute valid and binding obligations of the Company enforceable against the Company in accordance with their terms (subject in each case to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and other similar laws affecting creditors’ rights generally from time to time in effect and to general principles of equity, including, without limitation, concepts of materiality, reasonableness, good faith and fair dealing, regardless of whether considered in a proceeding in equity or at law).

We are admitted to practice in the State of New York and we do not express any opinion with respect to matters governed by any laws other than the laws of the State of New York and the federal laws of the United States of America.  To the extent that the laws of the Federative Republic of Brazil or the British Virgin Islands are relevant to the opinions expressed herein, we have relied exclusively on the opinions of Machado, Meyer, Sendacz e Opice Advogados, Brazilian counsel for the Company and the Subsidiary Guarantors incorporated under the laws of the Federal Republic of Brazil, and Harney, Westwood & Riegels, British Virgin Islands counsel for TVA Communications, Ltd., which are being delivered to you and filed with the Commission as exhibits to the Registration Statement.

We know that we may be referred to as counsel who has passed upon the legality of the issuance of the Exchange Notes on behalf of the Company in the Registration Statement filed with the Commission, and we hereby consent to such use of our name in said Registration Statement and to the filing of this opinion with said Registration Statement, as Exhibit 5.1 thereto.

Very truly yours,

Mayer, Brown, Rowe & Maw LLP

2

EX-5.2

Exhibit 5.2

[LETTERHEAD OF MACHADO, MEYER, SENDACZ E OPICE ADVOGADOS]

September   , 2005

To:

[                              ]

Re:	Tevecap S.A.
	US$7,008,000 12.625% Senior Notes due 2009 Exchange Offer

Dear Sirs:

We have acted as Brazilian counsel for (i) Tevecap S.A. (the “Company”), a sociedade anônima (corporation) organized and existing under the laws of the Federative Republic of Brazil (“Brazil”), and (ii) TVA Sistema de Televisão S.A., TVA Sul Parana Ltda., Comercial Cabo TV São Paulo Ltda. and CCS-Camboriú Cable System de TeleComunicações Ltda (collectively, the “Subsidiary Guarantors”) in connection with the filing by the Company and the Subsidiary Guarantors with the Securities and Exchange Commission (the “Commission”) of a registration statement (the “Registration Statement”) on Form F-4 under the Securities Act of 1933, as amended, relating to the proposed issuance, in exchange for US$7,008,000 aggregate principal amount of the Company’s unregistered 12.625% Senior Notes due 2009 (the “Old Notes”), together with the Subsidiary Guarantees of the Old Notes (such Subsidiary Guarantees, together with the Old Notes, the “Old Securities”) of US$7,008,000 aggregate principal amount of the Company’s 12.625% registered Senior Notes due 2009 (the “Exchange Notes”) together with the Subsidiary Guarantees of the Exchange Notes (such Subsidiary Guarantees, together with the Exchange Notes, the “Exchange Securities”).  The Exchange Securities are to be issued pursuant to an Indenture, dated as of December 21, 2004 (as amended, the “Indenture”), among the Company, HSBC Bank USA, National Association, as Trustee, Registrar, Principal Paying Agent and Transfer Agent.  Capitalized terms used herein and not otherwise defined therein have the meanings ascribed thereto in the Indenture.

In that connection, we have examined originals, or copies certified or otherwise identified to our satisfaction, of such documents, corporate records and other instruments as we have deemed necessary or appropriate for purposes of this opinion, including the Indenture, the forms of the Exchange Securities, the Registration Statement, the Estatuto Social (By-laws) or the Contrato Social (Charter), as the case may be, of the Company and of each of the Subsidiary Guarantors.

In making our examination and in giving the opinions set forth below, we have assumed, without independent verification of any kind, the following:

(i)the genuineness of all signatures on all documents we have reviewed;

(ii)the authenticity of all such documents submitted to us as originals;

(iii)          the conformity of the originals of all documents submitted to us as certified or photostatic copies; and

(iv)          the due authority of the parties (other than the Company and the Subsidiary Guarantors) executing and authenticating such documents.

The opinions expressed below relate solely to the laws of Brazil as currently in effect and we have made no investigation of and express no opinion in relation to the laws of any jurisdiction other than those of Brazil.  In expressing the opinion as to the enforceability of the Subsidiary Guarantees below, we have assumed the due authorization, execution and delivery thereof by the Trustee, the Principal Paying Agent and the Subsidiary Guarantors that are not incorporated under the laws of Brazil.

Based upon the foregoing, I am of the opinion that:

(1)           Each of the Company and the Subsidiary Guarantors is a sociedade anônima or a sociedade de responsabilidade limitada, as the case may be, duly organized and validly existing under the laws of Brazil;

(2)           All necessary corporate actions have been taken by the Company and the Subsidiary Guarantors to authorize the execution and delivery of the Indenture;

(3)           The Indenture has been duly executed and delivered by the Company and the Subsidiary Guarantors;

(4)           All necessary corporate action has been taken by the Company to authorize the issuance, execution and delivery of the Exchange Securities;

(5)           Each of the Subsidiary Guarantees provided by the Subsidiary Guarantors, upon the execution of the Subsidiary Guarantees endorsed thereon in accordance with the provisions of the Indenture and when the Exchange Notes with such Subsidiary Guarantees endorsed thereon are delivered in exchange for the Old Notes, will constitute a valid and binding obligation of the respective Subsidiary Guarantor enforceable against such Subsidiary Guarantor in accordance with its terms (subject in each case to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and other similar laws affecting creditors’ rights generally from time to time in effect); and the Exchange Notes, when duly issued and authenticated in accordance with the provisions of the Indenture and delivered in exchange for the Old Notes will constitute valid and binding obligations of the Company and the Subsidiary Guarantors enforceable against the Company and the Subsidiary Guarantors in accordance with their terms (subject in each case to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and other similar laws affecting creditors’ rights generally from time to time in effect); and

(6)  Any judgment obtained against the Company and the Subsidiary Guarantors outside Brazil is enforceable in Brazil, without reconsideration of the merits, upon confirmation (homologação) of that judgment by the Brazilian Federal Supreme Court (Superior Tribunal de Justiça), which will occur if the foreign judgment: (i) fulfills all formalities required for its enforceability under the laws of the country where the foreign judgment is granted, (ii) is issued

by a competent court after proper service of process on the parties thereto, or after a default judgment (revelia) of the relevant defendant is verified under such laws, as the case may be, (iii) is not subject to appeal, (iv) is authenticated (legalizada) by a Brazilian consular office in the country where the foreign judgment is issued and is accompanied by a sworn translation into Portuguese, (v) is not contrary to Brazilian national sovereignty (soberania nacional), public policy (ordem pública) or “good morals” (bons costumes) (as set forth in Brazilian law); and (vi) is recorded with a Notary Office of Registry of Titles and Documents in Brazil.  Subject to the terms of clause (v) above, in our opinion any judgment obtained against the Company and the Subsidiary Guarantors outside of Brazil in connection with the Exchanged Notes and the Exchange Securities would not be contrary to Brazilian national sovereignty, public policy or “good morals” as set forth in Brazilian law as of this date; provided, however, we note that the concepts of sovereignty, public policy or “good morals” have not been clearly and consistently defined by the Brazilian courts and the issue as to whether a conflict exists between applicable foreign and Brazilian law can, in many instances, only be determined on a case by case basis.

We hereby consent to the filing of this opinion as part of the Registration Statement and to the use of our name therein and in the related documents filed with the SEC.

Very truly yours,

José Roberto Opice

Machado, Meyer, Sendacz e Opice

A d v o g a d o s

EX-5.3

Exhibit 5.3

[LETTERHEAD OF HARNEY, WESTWOOD & RIEGELS]

    September, 2005

TVA Communications, Ltd.

c/o Tevecap S.A.

Av. das Nações Unidas, 7221- 7(0) andar

São Paulo, SP Brazil, 05425-902

Dear Sirs,

RE:	TEVECAP S.A.
	U.S.$7,008,000 12.625% SENIOR NOTES DUE 2009 - EXCHANGE OFFER

We have acted as special British Virgin Islands counsel for TVA Communications, Ltd. (the “Company”), a British Virgin Islands corporation, in connection with the filing by Tevecap S.A. (“Tevecap”) and certain Subsidiary Guarantors (including the Company) with the Securities and Exchange Commission (the “Commission”) of a registration statement (the “Registration Statement”) on Form F-4 under the Securities Act of 1933, as amended, relating to the proposed issuance, in exchange for U.S.$7,008,000 aggregate principal amount of Tevecap’s unregistered 12.625% Senior Notes due 2009 (the “Old Notes”), together with the Subsidiary Guarantees of the Old Notes (such Subsidiary Guarantees, together with the Old Notes, the “Old Securities”), of U.S.$7,008,000 aggregate principal amount of Tevecap’s 12.625% registered Senior Notes due 2009 (the “Exchange Notes”), together with the Subsidiary Guarantees of the Exchange Notes (such Subsidiary Guarantees, together with the Exchange Notes, the “Exchange Securities”).  The Exchange Securities are to be issued pursuant to an Indenture, dated as of December 21, 2004 (as amended, the “Indenture”), between the Company, HSBC Bank, National Association, as Trustee, Registrar, Principal Paying Agent and Transfer Agent.  Capitalized terms used herein and not otherwise defined herein have the meanings ascribed thereto in the Indenture.

In that connection, we have examined originals, or copies certified or otherwise identified to our satisfaction, of such documents, corporate records and other instruments as we have deemed necessary or appropriate for purposes of this opinion, including the Indenture, the form of the Subsidiary Guarantee to be executed by the Company, the Registration Statement and the respective Memorandum and Articles of Association and Certificate of Incorporation of the Company.

In making our examination and in giving the opinions set forth below, we have assumed, without independent verification of any kind, the following:

(i)the genuineness of all signatures on all documents we have reviewed;

(ii)the authenticity of all such documents submitted to us as originals;

(iii)the conformity to the original instruments of all documents submitted to us as certified or photostatic copies;

(iv)the due authority of the parties (other than the Company) executing and authenticating such documents;

(v)the legal validity, enforceability and binding nature of the Indenture, the Subsidiary Guarantees and the Exchange Notes against all parties thereto under the laws of New York by which those documents are expressed to be governed; and

(vi)the truth, accuracy, completeness and currency of all statements of fact made and contained in the Indenture, Subsidiary Guarantees and Exchange Notes, save as hereinafter opined upon, and in all corporate documents and resolutions submitted to and examined and relied upon by us in connection with this opinion.

The opinions expressed below relate solely to the laws of the British Virgin Islands as currently in effect and we have made no investigation of and express no opinion in relation to the laws of any jurisdiction other than those of the British Virgin Islands.  In expressing the opinion as to the enforceability of the Subsidiary Guarantees below, we have assumed the due authorization, execution and delivery thereof by the Trustee as well as by the Subsidiary Guarantors that are not incorporated under the laws of the British Virgin Islands, and due delivery of the Subsidiary Guarantee by the Company.

Based upon the foregoing, we are of the opinion that:

1.The company is a corporation duly organized and validly existing under the laws of the British Virgin Islands;

2.All necessary corporate action has been taken by the Company to authorize the execution and delivery of the Indenture and the Indenture has been duly executed and delivered by the Company.

3.All necessary corporate action has been taken by the Company to authorize the issuance, execution and delivery of the Subsidiary Guarantee; and

4.The Subsidiary Guarantee provided by the Company, upon the execution of the Exchange Notes with such Subsidiary Guarantee endorsed thereon in accordance with the provisions of the Indenture and when the Exchange Notes with such Subsidiary Guarantee endorsed thereon are delivered in exchange for the Old Notes will constitute valid and binding obligations of the Company in accordance with its terms (subject in each case to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and other similar laws affecting creditors’ rights generally from time to time in effect); and the Exchange Notes, when duly issued and authenticated in accordance with the provisions of the Indenture and delivered in exchange for the Old Notes will

constitute valid and binding obligations of the Company enforceable against the Company in accordance with their terms (subject in each case to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and other similar laws affecting creditors’ rights generally from time to time in effect).

We hereby consent to the filing of this opinion as part of the Registration Statement and to the use of our name therein.

Very truly yours,

HARNEY, WESTWOOD & RIEGELS

EX-12.1

Exhibit 12.1

COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES

In calculating the Ratio of earnings to fixed charges, earnings represents pre-tax Net loss before minority interest, Equity in (losses) income of affiliates, plus fixed charges.

EX-23.1

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in this Registration Statement of Tevecap S.A. on Form F-4 of our report dated July 8, 2005, (which expresses an unqualified opinion and includes explanatory paragraphs relating to matters that raise substantial doubt about Tevecap S.A.’s ability to continue as a going concern and the restatement described in Note 26), relating to the financial statements of Tevecap S.A., appearing in the Ann ual Report on Form 20-F of Tevecap S.A. for the year ended December 31, 2004 and to the reference to us under the heading “Experts” in the Prospectus, which is part of this Registration Statement.

/s/ Deloitte Touche Tohmatsu Auditores Independentes

September 28, 2005

EX-99.1

Exhibit 99.1

FORM OF LETTER OF TRANSMITTAL
FOR TENDERS OF
U.S.$7,008,000 AGGREGATE PRINCIPAL AMOUNT OF
12.625% SENIOR NOTES DUE 2004
TEVECAP S.A.
PURSUANT TO THE PROSPECTUS
DATED                   , 2005 OF TEVECAP S.A.

THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M. NEW YORK CITY TIME, ON                   , 2005 UNLESS EXTENDED) (THE “EXPIRATION DATE”).  TENDERS OF OLD NOTES MAY BE NOT WITHDRAWN AT ANY TIME; PROVIDED, HOWEVER, THAT IF THE EXCHANGE OF OLD NOTES FOR NEW NOTES AS PART OF THE EXCHANGE OFFER HAS NOT OCCURRED ON OR BEFORE                   , 2005, HOLDERS OF OLD NOTES WHO HAVE TENDERED THEIR OLD NOTES IN CONNECTION WITH THE OFFER MAY WITHDRAW THEIR TENDER OF THEIR OLD NOTES AT ANY TIME THEREAFTER.

Deliver to: HSBC Bank USA, National Association, Exchange Agent
BY MAIL, BY OVERNIGHT COURIER
OR BY HAND:
HSBC BANK USA, NATIONAL ASSOCIATION
452 Fifth Avenue
New York, New York 10018
Attn: Corporate Trust
BY FACSIMILE:
(212) 525-1300
CONFIRMED BY TELEPHONE:
212-525-1316

DELIVERY OF THIS INSTRUMENT TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE, OR TRANSMISSION OF INSTRUCTIONS VIA FACSIMILE OTHER THAN AS SET FORTH ABOVE, WILL NOT CONSTITUTE A VALID DELIVERY.

The undersigned (the “Holder”) acknowledges that he or she has received the Prospectus, dated                   , 2005 (the “Prospectus”), of Tevecap S.A., a Brazilian sociedade anonima (“Tevecap”), and this Letter of Transmittal, which may be amended from time to time (this “Letter”), which together constitute Tevecap’s offer (the “Exchange Offer”) to exchange an aggregate principal amount of up to U.S.$7,008,000 of its registered 12.625% Senior Notes due 2009 (the “New Notes”), which have been registered under the Securities Act of 1933 (the “Securities Act”) pursuant to a Registration Statement of which the Prospectus constitutes a part, for a like principal amount of the issued and outstanding unregistered 12.625% Senior Notes due 2009 (the “Old Notes”) of which U.S.$7,008,000 aggregate principal amount is outstanding and held by persons not affiliated with Tevecap.

For each Old Note accepted for exchange, the Holder of such Old Note will receive a New Note having a principal amount equal to that of the surrendered Old Note.  The New Notes will bear interest from the most recent date to which interest has been paid on the Old Notes or November 26, 2004, whichever is later.  Registered holders of New Notes on the relevant record date for the first interest payment date following the consummation of the Exchange Offer will receive interest accruing from the most recent date to which interest has been paid.  Old Notes accepted for exchange will cease to accrue interest from and after the date of consummation of the Exchange Offer. Holders of Old Notes whose Old Notes are accepted for exchange will not receive any payment in respect of interest on such Old Notes otherwise payable on any interest payment date the record date for which occurs on or after consummation of the Exchange Offer.

This Letter is to be used: (i) by all Holders who are not members of the Automated Tender Offering Program (“ATOP”) at the Depository Trust Company (“DTC”), (ii) by Holders who are ATOP members but choose not to use ATOP or (iii) if the Old Notes are to be tendered in accordance with the guaranteed delivery procedures set forth in “The Exchange—Guaranteed Delivery Procedures” section of the Prospectus.  See Instruction 2 hereto. Delivery of this Letter to DTC does not constitute delivery to the Exchange Agent.

Tevecap will accept for exchange any and all Old Notes validly tendered on or prior to 5:00 p.m., New York City time, on                   , 2005 (unless the Exchange Offer is extended by Tevecap) (the “Expiration Date”). Tenders of old notes may be not withdrawn at any time; provided, however, that if we extend the Expiration Date of the solicitation to a date later than                   , 2005, holders of Old Notes who have tendered their Old Notes in connection with the offer may withdraw the Old Notes at any time prior to the Expiration Date.

IMPORTANT: HOLDERS WHO WISH TO TENDER OLD NOTES IN THE EXCHANGE OFFER MUST COMPLETE THIS LETTER OF TRANSMITTAL AND TENDER THE OLD NOTES TO THE APPROPRIATE EXCHANGE AGENT AND NOT TO TEVECAP.

As a condition to the Exchange Offer, which we may waive at any time, Holders of Old Notes in the aggregate principal amount of at least 95% of the outstanding principal amount of U.S.$7,008,000 held by non-affiliates of Tevecap must exchange their Old Notes for New Notes pursuant to the Exchange Offer.

The Exchange Offer is not being made to, nor will tenders be accepted from or on behalf of, Holders of Old Notes in any jurisdiction in which the making or acceptance of the Exchange Offer would not be in compliance with the laws of such jurisdiction.

The instructions included with this Letter of Transmittal must be followed in their entirety. Questions and requests for assistance or for additional copies of the Prospectus or this Letter of Transmittal may be directed to the Exchange Agent at the address listed above.

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APPROPRIATE SIGNATURES MUST BE PROVIDED BELOW. PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY

LADIES AND GENTLEMEN:

The undersigned hereby tenders to Tevecap the principal amount of Old Notes indicated below under “Description of Old Notes,” in accordance with and upon the terms and subject to the conditions set forth in the Prospectus, receipt of which is hereby acknowledged, and in this Letter of Transmittal, for the purpose of exchanging each U.S.$1.00 principal amount of Old Notes designated herein held by the undersigned and tendered hereby for U.S.$1.00 principal amount of the New Notes.  New Notes will be issued only in integral multiples of U.S.$1.00 to each tendering Holder of Old Notes whose Old Notes are accepted in the Exchange Offer.  Holders must tender all of their Old Notes pursuant to the Exchange Offer in order to have their tender accepted.

Subject to, and effective upon, the acceptance for exchange of the Old Notes tendered herewith in accordance with the terms of the Exchange Offer, the undersigned hereby sells, assigns and transfers to, or upon the order of, Tevecap all right, title and interest in and to all such Old Notes that are being tendered hereby and that are being accepted for exchange pursuant to the Exchange Offer.  The undersigned hereby irrevocably constitutes and appoints the Exchange Agent as the true and lawful agent and attorney-in-fact of the undersigned (with full knowledge that such Exchange Agent also acts as the agent of Tevecap), with respect to the Old Notes tendered hereby and accepted for exchange pursuant to the Exchange Offer with full power of substitution (such power of attorney being deemed to be an irrevocable power coupled with an interest) to deliver the Old Notes tendered hereby to Tevecap (together with all accompanying evidences of transfer and authenticity) for transfer or cancellation by Tevecap.

All authority conferred or agreed to be conferred in this Letter and every obligation of the undersigned hereunder shall be binding upon the successors, assigns, heirs, executors, administrators, trustees in bankruptcy and legal representatives of the undersigned and shall not be affected by, and shall survive, the death or incapacity of the undersigned.  Any tender of Old Notes hereunder may be withdrawn only in accordance with the procedures set forth in “The Exchange—Withdrawal Rights” section of the Prospectus and the instructions contained in this Letter of Transmittal. See Instruction 4 hereto.

The undersigned hereby represents and warrants that he or she has full power and authority to tender, exchange, assign and transfer the Old Notes tendered hereby and that Tevecap will acquire good and unencumbered title thereto, free and clear of all liens, restrictions, charges and encumbrances and not subject to any adverse claim. The undersigned will, upon request, execute and deliver any additional documents deemed by Tevecap to be necessary or desirable to complete the assignment and transfer of the Old Notes tendered hereby. The undersigned has read and agrees to all of the terms of the Exchange Offer.

The name(s) and address(es) of the registered Holder(s) should be printed herein under “Description of Old Notes” (unless a label setting forth such information appears thereunder), exactly as they appear on the Old Notes tendered hereby. The certificate number(s) and the principal amount of Old Notes to which this Letter relates, together with the principal amount of such Old Notes that the undersigned wishes to tender, should be indicated in the appropriate boxes herein under “Description of Old Notes.”

The undersigned understands that the tender of Old Notes pursuant to one of the procedures described in the Prospectus under “The Exchange—Exchange Offer Procedures” and the Instructions hereto will constitute the tendering Holder’s acceptance of the terms and the conditions of the Exchange Offer.  The undersigned hereby represents and warrants to Tevecap that the New Notes to be acquired by such Holder pursuant to the Exchange Offer are being acquired in the ordinary course of such Holder’s business, that such Holder has no arrangement or understanding with any person to participate in the distribution of the New Notes.  Tevecap’s acceptance of Old Notes for exchange tendered pursuant to the Exchange Offer will constitute a binding agreement between the tendering Holder and Tevecap upon the terms and subject to the conditions of the Exchange Offer.

The undersigned understands that the New Notes issued in consideration of Old Notes accepted for exchange, and/or any principal amount of Old Notes not tendered or not accepted for exchange, will only be issued in the name of the Holder(s) appearing herein under “Description of Old Notes.”  Unless otherwise indicated under

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“Special Delivery Instructions,” please mail the New Notes issued in consideration of Old Notes accepted for exchange, and/or any Old Notes not tendered or not accepted for exchange (and accompanying documents, as appropriate), to the Holder(s) at the address(es) appearing herein under “Description of Old Notes.”  In the event that the Special Delivery Instructions are completed, please mail the New Notes issued in consideration of Old Notes accepted for exchange, and/or any Old Notes not tendered or not accepted for exchange, in the name of the Holder(s) appearing herein under “Description of Old Notes,” and send such New Notes and/or Old Notes to, the address(es) so indicated.  Any transfer of Old Notes to a different holder must be completed, according to the provisions on transfer of Old Notes contained in the Indenture.

THE UNDERSIGNED, BY COMPLETING THE BOX ENTITLED “DESCRIPTION OF OLD NOTES” BELOW AND SIGNING THIS LETTER, WILL BE DEEMED TO HAVE TENDERED THE OLD NOTES AS SET FORTH IN SUCH BOX BELOW.

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INSTRUCTIONS

FORMING PART OF THE TERMS AND CONDITIONS OF
THE EXCHANGE OFFER

1.GUARANTEE OF SIGNATURES. Signatures on this Letter of Transmittal or notice of withdrawal, as the case may be, must be guaranteed by an institution which falls within the definition of “eligible guarantor institution” contained in Rule 17Ad-15 as promulgated by the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended (hereinafter, an “Eligible Institution”) unless the Old Notes tendered hereby are tendered by the Holder(s) of the Old Notes who has (have) not completed the box entitled “Special Delivery Instructions” on this Letter of Transmittal or the Old Notes are tendered for the account of an Eligible Institution.

2.DELIVERY OF THIS LETTER OF TRANSMITTAL AND OLD NOTES; GUARANTEED DELIVERY PROCEDURES. This Letter of Transmittal is to be used by all Holders who are not ATOP members, by Holders who are ATOP members but choose not to use ATOP or if the Old Notes are to be tendered in accordance with the guaranteed delivery procedures set forth in the Prospectus under “The Exchange—Guaranteed Delivery Procedures.”  To validly tender Old Notes, a Holder must physically deliver a properly completed and duly executed Letter of Transmittal (or facsimile thereof) with any required signature guarantees and all other required documents to the Exchange Agent at its address set forth on the cover of this Letter of Transmittal prior to the Expiration Date (as defined below) or the Holder must properly complete and duly execute an ATOP ticket in accordance with DTC procedures. Otherwise, the Holder must comply with the guaranteed delivery procedures set forth in the next paragraph.  The term “Expiration Date” means 5:00 p.m., New York City time, on               , 2005 (or such later date to which Tevecap may, in its sole discretion, extend the Exchange Offer).  If this Exchange Offer is extended, the term “Expiration Date” shall mean the latest time and date to which the Exchange Offer is extended.  Tevecap expressly reserves the right, at any time or from time to time, to extend the period of time during which the Exchange Offer is open by giving oral (confirmed in writing) or written notice of such extension to the Exchange Agent and by making a public announcement of such extension prior to 9:00 a.m., New York City time, on the next business day after the previously scheduled Expiration Date.

LETTERS OF TRANSMITTAL SHOULD NOT BE SENT TO TEVECAP OR TO DTC.

If a Holder of the Old Notes desires to tender such Old Notes and time will not permit such Holder’s required documents to reach the Exchange Agent before the Expiration Date, a tender may be effected if the tender is made through an Eligible Institution, on or prior to the Expiration Date, the Exchange Agent receives from such Eligible Institution a properly completed and duly executed Letter of Transmittal (or a facsimile thereof) and Notice of Guaranteed Delivery (by telegram, facsimile transmission, mail or hand delivery) setting forth the name and address of the Holder of the Old Notes and the principal amount of Old Notes tendered, stating that the tender is being made thereby and guaranteeing that within three New York Stock Exchange trading days after the Expiration Date, any documents required by the Letter of Transmittal will be deposited by the Eligible Institution with the Exchange Agent; and all other documents required by the Letter of Transmittal are received by the Exchange Agent within three New York Stock Exchange trading days after the Expiration Date.  See “The Exchange—Guaranteed Delivery Procedures” as set forth in the Prospectus.

Only a Holder of Old Notes may tender Old Notes in the Exchange Offer.  The term “Holder” as used herein with respect to the Old Notes means any person in whose name Old Notes are registered on the books of the Trustee.  If the Letter of Transmittal or any Old Notes are signed by trustees, executors, administrators, guardians, attorneys-in-fact, officers of corporations or others acting in a fiduciary or representative capacity, such persons should so indicate when signing, and, unless waived by Tevecap, proper evidence satisfactory to Tevecap of their authority to so act must be so submitted.

Any beneficial Holder whose Old Notes are registered in the name of his broker, dealer, commercial bank, trust company or other nominee and who wishes to validly surrender those Old Notes in the Exchange Offer should contact such registered Holder promptly and instruct such registered Holder to tender on his behalf. If such beneficial Holder wishes to tender on his own behalf, such beneficial Holder must, prior to completing and

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executing the Letter of Transmittal, make appropriate arrangements to register ownership of the Old Notes in such beneficial holder’s name.  It is the responsibility of the beneficial holder to register ownership in his own name if he chooses to do so. The transfer of record ownership may take considerable time.

THE METHOD OF DELIVERY OF THIS LETTER OF TRANSMITTAL (OR FACSIMILE HEREOF) AND ALL OTHER REQUIRED DOCUMENTS IS AT THE ELECTION AND RISK OF THE EXCHANGING HOLDER, but, except as otherwise provided below, the delivery will be deemed made only when actually received or confirmed by the Exchange Agent.  If sent by mail, registered mail with return receipt requested, properly insured, is recommended. In all cases, sufficient time should be allowed to assure timely delivery to the Exchange Agent before the Expiration Date.  No Letters of Transmittal or Old Notes should be sent to Tevecap.  No alternative, conditional or contingent tenders will be accepted.  All tendering Holders, by execution of this Letter of Transmittal (or facsimile hereof), waive any right to receive notice of acceptance of their Old Notes for exchange.

3.INADEQUATE SPACE.  If the space provided herein is inadequate, the certificate numbers and principal amount of the Old Notes to which this Letter of Transmittal relates should be listed on a separate signed schedule attached hereto.

4.WITHDRAWAL OF TENDER. Tenders of Old Notes may be not withdrawn at any time; provided, however, that if the exchange of old notes for new notes as part of the exchange offer has not occurred on or before                , 2005, holders of old notes who have tendered their old notes in connection with the offer may withdraw their tender of their old notes at any time thereafter.  Subject to the preceding sentence, for a withdrawal to be effective, a written or facsimile notice of withdrawal must be received by the Exchange Agent at its address set forth herein on or prior to the Expiration Date.  Any such notice of withdrawal must (i) specify the name of the person having tendered the Old Notes to be withdrawn, (ii) identify the Old Notes to be withdrawn (including the amount of such Old Notes), (iii) (where certificates for Old Notes have been transmitted) specify the name in which such Old Notes are registered, if different from that of the withdrawing Holder and (iv) be signed by the Holder in the same manner as the original signature on the Letter of Transmittal by which such Old Notes were tendered (including any required signature guarantees) or accompanied by evidence satisfactory to Tevecap that the Holder withdrawing such tender has succeeded to beneficial ownership of such Old Notes.  If certificates for Old Notes have been delivered or otherwise identified to the Exchange Agent, then, prior to the release of such certificates the withdrawing Holder must also submit the serial numbers of the particular certificates to be withdrawn and a signed notice of withdrawal with signatures guaranteed by an Eligible Institution unless such Holder is an Eligible Institution.  If Old Notes have been tendered pursuant to the procedure for book-entry transfer described above, any notice of withdrawal must specify the name and number of the account at DTC to be credited with the withdrawn Old Notes and otherwise comply with the procedures of DTC.

Old Notes properly withdrawn will thereafter be deemed not validly tendered for purposes of the Exchange Offer; provided, however, that withdrawn Old Notes may be retendered by again following one of the procedures described herein at any time prior to 5:00 p.m., New York City time, on the Expiration Date.  All questions as to the validity, form and eligibility (including time of receipt) of notice of withdrawal will be determined by Tevecap, whose determinations will be final and binding on all parties.  Neither Tevecap, the Exchange Agent, nor any other person will be under any duty to give notification of any defects or irregularities in any notice of withdrawal or incur any liability for failure to give any such notification.  The Exchange Agent intends to use reasonable efforts to give notification of such defects and irregularities.

5.PARTIAL TENDERS; PRO RATA EFFECT.  Tenders of the Old Notes will be accepted only in integral multiples of U.S.$1.00.  If less than the entire principal amount evidenced by any Old Notes is to be tendered, fill in the principal amount that is to be tendered in the box entitled “Principal Amount Tendered” below.  The entire principal amount of all Old Notes delivered to the Exchange Agent will be deemed to have been tendered unless otherwise indicated.

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6.SIGNATURES ON THIS LETTER OF TRANSMITTAL; BOND POWERS AND ENDORSEMENTS.  If this Letter of Transmittal is signed by the registered Holder(s) of the Old Notes tendered hereby, the signature must correspond with the name as written on the face of the certificate representing such Old Notes without alteration, enlargement or any change whatsoever.

If any of the Old Notes tendered hereby are owned of record by two or more joint owners, all such owners must sign this Letter of Transmittal.

If any of the Old Notes tendered hereby are registered in different names, it will be necessary to complete, sign and submit as many separate copies of this Letter of Transmittal and any necessary accompanying documents as there are different registrations.  When this Letter of Transmittal is signed by the Holder(s) of Old Notes listed and tendered hereby, no endorsements or separate bond powers are required.

If this Letter of Transmittal is signed by trustees, executors, administrators, guardians, attorneys-in-fact, officers of corporations or others acting in a fiduciary or representative capacity, such persons should so indicate when signing, and, unless waived by Tevecap, proper evidence satisfactory to Tevecap of their authority to so act must be submitted.

7.SPECIAL DELIVERY INSTRUCTIONS.  Tendering Holders should indicate in the applicable box the name and address to which New Notes issued in consideration of Old Notes accepted for exchange, or Old Notes for principal amounts not exchanged or not tendered, are to be sent, if different from the name and address of the person signing this Letter of Transmittal.

8.TRANSFER TAXES.  Tevecap will pay all transfer taxes, if any, applicable to the exchange of Old Notes pursuant to the Exchange Offer.  If, however, New Notes and/or substitute Old Notes for principal amounts not exchanged are to be delivered to any person other than the Holder of the Old Notes or if a transfer tax is imposed for any reason other than the exchange of Old Notes pursuant to the Exchange Offer, the amount of any such transfer taxes (whether imposed on the registered Holder or any other persons) will be payable by the tendering Holder.  If satisfactory evidence of payment of such taxes or exemption therefrom is not submitted, the amount of such transfer taxes will be billed directly to such tendering Holder.

9.IRREGULARITIES.  All questions as to validity, form, eligibility (including time of receipt), acceptance and withdrawal of tendered Old Notes will be resolved by Tevecap, in its sole discretion, whose determination shall be final and binding.  Tevecap reserves the absolute right to reject any or all tenders of any particular Old Notes that are not in proper form, or the acceptance of which would, in the opinion of Tevecap or its counsel, be unlawful.  Tevecap also reserves the absolute right to waive any defect, irregularity or condition of tender with regard to any particular Old Notes.  Tevecap’s interpretation of the terms of, and conditions to, the Exchange Offer (including the instructions herein) will be final and binding.  Unless waived, any defects or irregularities in connection with tenders must be cured within such time as Tevecap shall determine.  Neither Tevecap nor the Exchange Agent shall be under any duty to give notification of defects in such tenders or shall incur any liability for failure to give such notification.  The Exchange Agent intends to use reasonable efforts to give notification of such defects and irregularities.  Tenders of Old Notes will not be deemed to have been made until all defects and irregularities have been cured or waived.  Any Old Notes received by the Exchange Agent that are not properly tendered and as to which the irregularities have not been cured or waived will be returned by the Exchange Agent to the tendering Holder, unless otherwise provided by this Letter of Transmittal, as soon as practicable following the Expiration Date.

10.INTEREST ON EXCHANGED OLD NOTES.  Holders whose Old Notes are accepted for exchange will receive accrued interest thereon on the date of exchange.  See “Description of the Notes” in the Prospectus.

11.MUTILATED, LOST, STOLEN OR DESTROYED CERTIFICATES.  Holders whose certificates for Old Notes have been mutilated, lost, stolen or destroyed should contact the Exchange Agent at the address indicated above for further instructions.

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IMPORTANT: THIS LETTER OF TRANSMITTAL (OR FACSIMILE HEREOF), TOGETHER WITH ALL REQUIRED DOCUMENTS, OR A NOTICE OF GUARANTEED DELIVERY, MUST BE RECEIVED BY THE EXCHANGE AGENT PRIOR TO THE EXPIRATION DATE.

IMPORTANT TAX INFORMATION

Under Federal income tax laws, a registered Holder of Old Notes or New Notes is required to provide the Trustee (as payer) with such Holder’s correct TIN on Substitute Form W-9 below or otherwise establish a basis for exemption from backup withholding.  If such Holder is an individual, the TIN is his social security number.  If the Trustee is not provided with the correct TIN, a U.S.$50 penalty may be imposed by the Internal Revenue Service, and payments made to such Holder with respect to Old Notes or New Notes may be subject to backup withholding.

Certain Holders (including, among others, all corporations and certain foreign persons) are not subject to these backup withholding and reporting requirements. Exempt Holders should indicate their exempt status on Substitute Form W-9.  A foreign person may qualify as an exempt recipient by submitting to the Trustee a properly completed Internal Revenue Service Form W-8, signed under penalties of perjury, attesting to that Holder’s exempt status.  A Form W-8 can be obtained from the Trustee.

If backup withholding applies, the Trustee is required to withhold 28% of any payments made to the Holder or other payee.  Backup withholding is not an additional Federal income tax.  Rather, the Federal income tax liability of persons subject to backup withholding will be reduced by the amount of tax withheld.  If withholding results in an overpayment of taxes, a refund may be obtained from the Internal Revenue Service.

PURPOSE OF SUBSTITUTE FORM W-9

To prevent backup withholding on payments made with respect to Old Notes or New Notes, the Holder is required to provide the Trustee with: the Holder’s correct TIN by completing the form below, certifying that the TIN provided on Substitute Form W-9 is correct (or that such Holder is awaiting a TIN) and that such Holder is exempt from backup withholding, the Holder has not been notified by the Internal Revenue Service that the Holder is subject to backup withholding as a result of failure to report all interest or dividends or the Internal Revenue Service has notified the Holder that the Holder is no longer subject to backup withholding; and if applicable, an adequate basis for exemption.

	PAYER’S NAME:
SUBSTITUTE FORM W-9	PART 1-PLEASE PROVIDE YOUR TIN IN THE BOX AT RIGHT AND CERTIFY BY SIGNING AND DATING BELOW	Social Security Number OR Employer Identification Number
	PART 2-Certification-Under penalty of perjury, I certify that:
Department of the Treasury Internal Revenue Service	(1)  The number shown on this form is my correct Taxpayer Identification Number (or I am waiting for a Taxpayer number to be issued to me);

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Payee’s Request for Taxpayer Identification Number (“TIN”)

(2)  I am not subject to backup withholding because (i) I am exempt from backup withholding, (ii) I have not been notified by the Internal Revenue Service (“IRS”) that I am subject to backup withholding as a result of failure to report all interest or dividends, or (iii) the IRS has notified me that I am no longer subject to backup withholding.

Certificate instruction-You must cross out item (2) in Part 2 above if you have been notified by the IRS that you are subject to backup withholding because of under reporting interest or dividends on your tax return. However, if after being notified by the IRS that you were subject to backup withholding, you received another notification from the IRS stating that you are no longer subject to backup withholding, do not cross out item (2).

SIGNATURE PART 3

Date , 2004

NAME	Awaiting TIN  / /
(Please print)

NOTE:     FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP WITHHOLDING OF 28% OF ANY PAYMENTS MADE TO YOU PURSUANT TO THE OFFER. PLEASE REVIEW THE ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 FOR ADDITIONAL DETAILS.

YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU CHECKED THE BOX IN PART 3 OF SUBSTITUTE FORM W-9.

CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER

I certify under penalties of perjury that a taxpayer identification number has not been issued to me, and either (i) I have mailed or delivered an application to receive a taxpayer identification number to the appropriate Internal Revenue Service Center or Social Security Administration Office or (ii) I intend to mail or deliver an application in the near future. I understand that if I do not provide a taxpayer identification number within 60 days, 28% of all reportable payments made to me thereafter will be withheld until I provide a number.

Signature	Date
Name (Please Print)

PLEASE READ ACCOMPANYING INSTRUCTIONS CAREFULLY
SPECIAL DELIVERY INSTRUCTIONS (SEE INSTRUCTIONS 1 AND 7)

To be completed ONLY if the New Notes issued in consideration of Old Notes exchanged, or certificates for Old Notes in a principal amount not surrendered for exchange are to be mailed to someone other than the undersigned or to the undersigned at an address other than that below.

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Mail to:

Name:

(Please Print)

Address:

(Zip Code)

DESCRIPTION OF OLD NOTES
(SEE INSTRUCTIONS 2 AND 7)

NAME(S) AND ADDRESS(ES) OF REGISTERED HOLDER(S) (PLEASE FILL IN, IN BLANK)
	CERTIFICATE(S) (ATTACH ADDITIONAL SIGNED LIST, IF NECESSARY)

CERTIFICATE NUMBER(S)*	AGGREGATE PRINCIPAL AMOUNT OF OLD NOTES EVIDENCED BY CERTIFICATE(S)	PRINCIPAL AMOUNT OF OLD NOTES TENDERED** (MUST BE INTEGRAL MULTIPLES OF U.S.$1.00)
Total

*Need not be completed if Old Notes are being tendered by book-entry transfer.

**Unless otherwise indicated, the entire principal amount of Old Notes evidenced by any certificate will be deemed to have been tendered.

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(Boxes below to be checked by Eligible Institutions only)

oCHECK HERE IF TENDERED OLD NOTES ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER MADE TO THE ACCOUNT MAINTAINED BY THE EXCHANGE AGENT WITH THE BOOK-ENTRY TRANSFER FACILITY AND COMPLETE THE FOLLOWING:

Name of Tendering Institution

DTC Account Number

Transaction Code Number

oCHECK HERE AND ENCLOSE A PHOTOCOPY OF THE NOTICE OF GUARANTEED DELIVERY IF TENDERED OLD NOTES ARE BEING DELIVERED PURSUANT TO A NOTICE OF GUARANTEED DELIVERY PREVIOUSLY SENT TO THE EXCHANGE AGENT AND COMPLETE THE FOLLOWING:

Name(s) of Registered Holder(s)

Window Ticket Number (if any)

Date of Execution of Notice of Guaranteed Delivery

Name of Institution which Guaranteed Delivery

If Guaranteed Delivery is to be made by Book-Entry Transfer:

Name of Tendering Institution

DTC Account Number

Transaction Code Number

oCHECK HERE IF TENDERED BY BOOK-ENTRY TRANSFER AND NON-EXCHANGED OLD NOTES ARE TO BE RETURNED BY CREDITING THE DTC ACCOUNT NUMBER SET FORTH ABOVE.

oCHECK HERE IF YOU ARE A BROKER-DEALER WHO ACQUIRED THE OLD NOTES FOR YOUR OWN ACCOUNT AS A RESULT OF MARKET MAKING OR OTHER TRADING ACTIVITIES (A “PARTICIPATING BROKER-DEALER”) AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO.

Name

Address

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PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY

PLEASE SIGN HERE
WHETHER OR NOT OLD NOTES ARE BEING
 PHYSICALLY TENDERED HEREBY

SIGNATURE(S) OF OWNER(S)	DATED
OF AUTHORIZED SIGNATORY

Area Code and Telephone Number: 

This box must be signed by registered holder(s) of Old Notes as their name(s) appear(s) on certificate(s) for Old Notes hereby tendered or on a security position listing, or by any person(s) authorized to become registered holder(s) by endorsement and documents transmitted with this Letter (including such opinions of counsel, certifications and other information as may be required by Tevecap or the Trustee for the Old Notes to comply with the restrictions on transfer applicable to the Old Notes). If signature is by an attorney-in-fact, trustee, executor, administrator, guardian, officer or other person acting in a fiduciary or representative capacity, such person must set forth his or her full title below.

Name(s) (please print)

Capacity (full title)

Address (include zip code)

Tax Identification or Social Security Number(s)

GUARANTEE OF SIGNATURE(S)

(See Instructions 1 and 6 to determine if required)

Authorized Signature

Name

Name of Firm

Title

Address

Area Code and Telephone Number

Dated

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GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9

GUIDELINES FOR DETERMINING THE PROPER IDENTIFICATION NUMBER TO GIVE THE PAYER. Social Security numbers have nine digits separated by two hyphens: i.e., 000-00-0000. Employer identification numbers have nine digits separated by only one hyphen: i.e., 00-0000000. The table below will help determine the number to give the payer.

FOR THIS TYPE OF ACCOUNT:	GIVE THE SOCIAL SECURITY NUMBER OF	GIVE THE EMPLOYER IDENTIFICATION NUMBER OF
1.Individual	The individual
2.Two or more individuals (joint accounts)	The actual owner of the account or, if combined funds, the first individual on the accounts.(2)
3.Custodian account of a minor (Uniform Gift to Minors Act)	The minor(4)
4.a.The usual revocable savings trust (grantor is also trustee)	The grantor-trustee
b.So-called trust account that is not a legal or valid trust under State law	The actual owner
5.Sole proprietorship	The owner(1)
6.A valid trust, estate, or pension trust		Legal entity(3)
7.Corporate		The corporation
8.Association, club, religious, charitable, educational or other tax-exempt organization		The organization
9.Partnership		The partnership
10.A broker or registered nominee		The broker or nominee
11.Account with the Department of Agriculture in the name of a public entity (such as a State or local government, school district, or prison) that receives agricultural program payments		The public entity

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(1)You must show your individual name, but you may also enter your business or “doing business as” name. You may use either your SSN or EIN.

(2)List first and circle the name of the person whose number you furnish.

(3)List first and circle the name of the legal trust, estate, or pension trust. (Do not furnish the identifying number of the personal representative or trustee unless the legal entity itself is not designated in the account title.)

(4)Circle the minor’s name and furnish the minor’s social security number.

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GUIDELINES FOR CERTIFICATION OF TAXPAYER
IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9
PAGE 2

OBTAINING A NUMBER

If you don’t have a taxpayer identification number or you don’t know your number, obtain Form SS-5, Application for a Social Security Number Card, or Form SS-4, Application for Employer Identification Number, at the local office of the Social Security Administration or the Internal Revenue Service and apply for a number.

PAYEES EXEMPT FROM BACKUP WITHHOLDING

The following is a list of payees exempt from backup withholding and for which no information reporting is required. For interest and dividends, all listed payees are exempt except item (9). For broker transactions, payees listed in items (1) through (13) and a person registered under the Investment Advisers Act of 1940 who regularly acts as a broker are exempt. Payments subject to reporting under sections 6041 and 6041A are generally exempt from backup withholding only if made to payees described in items (1) through (7), except a corporation that provides medical and health care services or bills and collects payments for such services is not exempt from backup withholding or information reporting. Only payees described in items (2) through (6) are exempt from backup withholding for barter exchange transactions, patronage dividends, and payments by certain fishing boat operators.

(1)A corporation.

(2)An organization exempt from tax under section 501(a), or an individual retirement plan or custodial account under section 403(b)(7).

(3)The United States or any agency or instrumentality thereof.

(4)A State, the District of Columbia, a possession of the United States, or any subdivision or instrumentality thereof.

(5)A foreign government, a political subdivision of a foreign government, or an agency or instrumentality thereof.

(6)An international organization or any agency or instrumentality thereof.

(7)A foreign central bank of issue.

(8)A dealer in securities or commodities required to register in the U.S. or a possession of the U.S.

(9)A futures commission merchant registered with the Commodity Futures Trading Commission.

(10)A real estate investment trust.

(11)An entity registered at all times under the Investment Company Act of 1940.

(12)A common trust fund operated by a bank under section 584(a).

(13)A financial institution.

(14)A middleman known in the investment community as a nominee or listed in the most recent publication of the American Society of Corporate Secretaries, Inc. Nominee List.

(15)An exempt charitable remainder trust, or a non-exempt trust described in section 4947.

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Payments of dividends and patronage dividends not generally subject to backup withholding include the following:

•Payments to nonresident aliens subject to withholding under section 1441.

•Payments to partnerships not engaged in a trade or business in the U.S. and which have at least one nonresident partner.

•Payments of patronage dividends not paid in money.

•Payments made by certain foreign organizations.

•Payments of interest on obligations issued by individuals.

NOTE: You may be subject to backup withholding if this interest is U.S.$600 or more and is paid in the course of the payer’s trade or business and you have not provided your correct taxpayer identification number to the payer.

•Payments of tax-exempt interest (including exempt-interest dividends under section 852).

•Payments described in section 6049(b)(5) to nonresident aliens.

•Payments on tax-free covenant bonds under section 1451.

•Payments made by certain foreign organizations.

Exempt payees described above should file Form W-9 to avoid possible erroneous backup withholding. FILE THIS FORM WITH THE PAYER. FURNISH YOUR TAXPAYER IDENTIFICATION NUMBER. WRITE “EXEMPT” ON THE FACE OF THE FORM AND RETURN IT TO THE PAYER. IF THE PAYMENTS ARE INTEREST, DIVIDENDS, OR PATRONAGE DIVIDENDS, ALSO SIGN AND DATE THE FORM. Certain payments other than interest, royalties, and patronage dividends that are not subject to information reporting are also not subject to backup withholding. For details, see the regulations under sections 6041, 6041A(a), 6045, and 6050A.

PRIVACY ACT NOTICE. Section 6109 requires most recipients of dividend, interest, or other payments to give taxpayer identification numbers to payers who must report the payments to IRS. IRS uses the numbers for identification purposes. Payers must be given the numbers whether or not recipients are required to file tax returns. Payers must generally withhold 28% of taxable interest, dividend, and certain other payments to a payee who does not furnish a taxpayer identification number to a payer. Certain penalties may also apply.

PENALTIES

(1) PENALTY FOR FAILURE TO FURNISH TAXPAYER IDENTIFICATION NUMBER. If you fail to furnish your taxpayer identification number to a payer, you are subject to a penalty of U.S.$50 for each such failure unless your failure is due to reasonable cause and not to willful neglect.

(2) FAILURE TO REPORT CERTAIN DIVIDEND AND INTEREST PAYMENTS. If you fail to include any portion of an includible payment for interest, dividends, or patronage dividends in gross income, and such failure is due to negligence, a penalty of 20% is imposed on any portion of any under-payment attributable to that failure.

(3) CIVIL PENALTY FOR FALSE INFORMATION WITH RESPECT TO WITHHOLDING. If you make a false statement with no reasonable basis which results in no imposition of backup withholding, you are subject to a penalty of U.S.$500.

(4) CRIMINAL PENALTY FOR FALSIFYING INFORMATION. Willfully falsifying certifications or affirmations may subject you to criminal penalties including fines and/or imprisonment.

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FOR ADDITIONAL INFORMATION CONTACT YOUR TAX CONSULTANT OR THE INTERNAL REVENUE SERVICE.

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EX-99.2

Exhibit 99.2

FORM OF NOTICE OF GUARANTEED DELIVERY
FOR
TEVECAP S.A.

This Notice of Guaranteed Delivery, or one substantially equivalent to this form, must be used to accept the Exchange Offer (as defined below) of Tevecap S.A. (“Tevecap”) made pursuant to the Prospectus, dated              , 2005 (as the same may be amended or supplemented from time to time, the “Prospectus”), and the related Letter of Transmittal (the “Letter of Transmittal”) if the Letter of Transmittal and all other required documents cannot be delivered or transmitted by facsimile transmission, mail or hand delivery to HSBC Bank USA, National Association (the “Exchange Agent”), for the Old Notes on or prior to 5:00 p.m., New York City time, on the Expiration Date (as defined in the Prospectus) or the procedures for delivery by book-entry transfer cannot be completed on a timely basis. See “The Exchange—Guaranteed Delivery Procedures” section in the Prospectus. The term “Old Notes” means Tevecap’s outstanding 12.625% Senior Notes due 2004.

The exchange offer will expire at 5:00 p.m. New York City time, on         , 2005 (unless extended) (the “Expiration Date”).  Tenders of old notes may be not withdrawn at any time; provided, however, that if the exchange of old notes for new notes as part of the exchange offer has not occurred on or before                 , 2005, holders of old notes who have tendered their old notes in connection with the offer may withdraw their tender of their old notes at any time thereafter.

Deliver to: HSBC Bank USA, National Association, Exchange Agent
BY MAIL, BY OVERNIGHT COURIER
OR BY HAND:
HSBC BANK USA, NATIONAL ASSOCIATION
452 Fifth Avenue
New York, New York 10018
Attn: Corporate Trust
BY FACSIMILE:
(212) 525-1300
CONFIRMED BY TELEPHONE:
212-525-1316

Delivery of this notice of guaranteed delivery to an address other than as set forth above or transmission of this notice of guaranteed delivery via facsimile to a number other than as set forth above does not constitute a valid delivery.

This Notice of Guaranteed Delivery is not to be used to guarantee signatures. If a signature on a Letter of Transmittal is required to be guaranteed by an “Eligible Institution” under the instructions thereto, such signature guarantee must appear in the applicable space provided in the signature box on the Letter of Transmittal.

Ladies and Gentlemen:

The undersigned hereby tenders to Tevecap, upon the terms and conditions set forth in the Prospectus and the Letter of Transmittal (which together constitute the “Exchange Offer”), receipt of which are hereby acknowledged, the aggregate principal amount of Old Notes set forth below pursuant to the guaranteed delivery procedure described in “The Exchange—Guaranteed Delivery Procedures” section in the Prospectus and the Letter of Transmittal.

Principal Amount of Old Notes and Subsidiary Guarantees
Signature(s) Tendered $	Signature(s)
Certificate Nos. (if available)	Please Print the Following Information Name(s) of Registered Holders
Total Principal Amount	Address
Represented by Old Notes and Subsidiary Guarantees Address Certificate(s)
If Old Notes will be tendered
Book-entry transfer, provide the	Area Code and Telephone Number(s)
Following information:
DTC Account number
Dated:                , 2005

GUARANTEE
(NOT TO BE USED FOR SIGNATURE GUARANTEE)

The undersigned, a firm or entity identified in Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended, as an “eligible guarantor institution,” hereby guarantees to deliver to the Exchange Agent, at its address set forth above, either the Old Notes tendered hereby in proper form for transfer, or confirmation of the book-entry transfer of such Old Notes pursuant to the procedures for book-entry transfer set forth in the Prospectus, in either case together with a properly completed and duly executed Letter of Transmittal (or facsimile thereof), with any required signature guarantees, and any other documents required by the Letter of Transmittal within three New York Stock Exchange trading days after the date of execution of this Notice of Guaranteed Delivery.

Name of Firm:
Address	(Authorized Signature)
Zip Code	Name
Area Code and	Date
Telephone Number

2

EX-99.3

Exhibit 99.3

TEVECAP S.A.
OFFER FOR TENDERS OF US$7,008,000 AGGREGATE PRINCIPAL AMOUNT OF
UNREGISTERED 12.625% SENIOR NOTES DUE 2009
IN EXCHANGE FOR
REGISTERED 12.625% SENIOR NOTES DUE 2009

THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M. NEW YORK CITY TIME, ON               , 2005 (UNLESS EXTENDED) (THE “EXPIRATION DATE”). TENDERS OF OLD NOTES MAY BE NOT WITHDRAWN AT ANY TIME; PROVIDED, HOWEVER, THAT IF THE EXCHANGE OF OLD NOTES FOR NEW NOTES AS PART OF THE EXCHANGE OFFER HAS NOT OCCURRED ON OR BEFORE               , 2005, HOLDERS OF OLD NOTES WHO HAVE TENDERED THEIR OLD NOTES IN CONNECTION WITH THE OFFER MAY WITHDRAW THEIR TENDER OF THEIR OLD NOTES AT ANY TIME THEREAFTER.

To Our Clients:

Enclosed for your consideration is a Prospectus, dated               , 2005 (as the same may be amended or supplemented from time to time, the “Prospectus”), and the related Letter of Transmittal (the “Letter of Transmittal”), relating to the offer (the “Exchange Offer”) of Tevecap S.A. (“Tevecap”) to exchange an aggregate principal amount of up to US$7,008,000 of its 12.625% Senior Notes due 2009 (the “New Notes”), which have been registered under the Securities Act of 1933 pursuant to a Registration Statement of which the Prospectus constitutes a part, for a like principal amount of its outstanding unregistered 12.625% Senior Notes due 2009 (the “Old Notes”) of which US$7,008,000 aggregate principal amount is outstanding upon the terms and subject to the conditions described in the Prospectus and the Letter of Transmittal.

Holders of Old Notes who cannot deliver all required documents to the Exchange Agent on or prior to the Expiration Date (as defined below), or who cannot complete the procedures for book-entry transfer on a timely basis, must follow guaranteed delivery described in the Prospectus under “The Exchange—Guaranteed Delivery Procedures.”

This material is being forwarded to you as the beneficial owner of the Old Notes carried by us in your account but not registered in your name.  A TENDER OF SUCH OLD SECURITIES MAY ONLY BE MADE BY US AS THE HOLDER OF RECORD AND PURSUANT TO YOUR INSTRUCTIONS.

Accordingly, we request instructions as to whether you wish us to tender on your behalf the Old Notes held by us for your account, pursuant to the terms and conditions set forth in the enclosed Prospectus and Letter of Transmittal.

Your instructions should be forwarded to us as promptly as possible in order to permit us to tender the Old Notes on your behalf in accordance with the provisions of the Exchange Offer. The Exchange Offer will expire at 5:00 p.m., New York City time, on , 2005, unless extended by Tevecap. Tenders of Old Notes may be not withdrawn at any time; provided, however, that if the exchange of old notes for new notes as part of the exchange offer has not occurred on or before               , 2005, holders of old notes who have tendered their old notes in connection with the offer may withdraw their tender of their old notes at any time thereafter.

Your attention is directed to the following:

1. The Exchange Offer is for up to US$7,008,000 aggregate principal amount of Old Notes.

2. Any transfer taxes incident to the transfer of Old Notes from the holder to Tevecap will be paid by Tevecap, except as otherwise provided in Instruction 9 of the Letter of Transmittal.

3. The Exchange Offer expires at 5:00 p.m., New York City time, on, 2005 (unless extended by Tevecap).

If you wish to have us tender your Old Notes, please so instruct us by completing, executing and returning to us the instruction form on the back of this letter. THE LETTER OF TRANSMITTAL IS FURNISHED TO YOU FOR INFORMATIONAL PURPOSES ONLY AND MAY NOT BE USED DIRECTLY BY YOU TO TENDER OLD NOTES HELD BY US AND REGISTERED IN OUR NAME FOR YOUR ACCOUNT OR BENEFIT.

INSTRUCTIONS WITH RESPECT TO
THE EXCHANGE OFFER

The undersigned acknowledge(s) receipt of your letter and the enclosed material referred to therein relating to the Exchange Offer made by Tevecap S.A. with respect to its Old Notes.

This will instruct you to tender the Old Notes held by you for the account of the undersigned, upon and subject to the terms and conditions set forth in the Prospectus and the related Letter of Transmittal.

Please tender the Old Notes held by you for my account as indicated below:

Aggregate principal amount of Old Notes

Signature(s)

Please print name(s) here

Address(es)

Area Code and Telephone Number

Tax Identification or Social Security No(s).

None of the Old Notes held by us for your account will be tendered unless we receive written instructions from you to do so. Unless a specific contrary instruction is given in the space provided, your signature(s) hereon shall constitute an instruction to us to tender all the Old Notes held by us for your account.

2

EX-99.4

Exhibit 99.4

TEVECAP S.A.
OFFER FOR TENDERS OF US$7,008,000 AGGREGATE PRINCIPAL AMOUNT OF
UNREGISTERED 12.625% SENIOR NOTES DUE 2009
IN EXCHANGE FOR
REGISTERED 12.625% SENIOR NOTES DUE 2009

THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M. NEW YORK CITY TIME, ON               , 2005 (UNLESS EXTENDED) (THE “EXPIRATION DATE”). TENDERS OF OLD NOTES MAY BE NOT WITHDRAWN AT ANY TIME; PROVIDED, HOWEVER, THAT IF THE EXCHANGE OF OLD NOTES FOR NEW NOTES AS PART OF THE EXCHANGE OFFER HAS NOT OCCURRED ON OR BEFORE               , 2005, HOLDERS OF OLD NOTES WHO HAVE TENDERED THEIR OLD NOTES IN CONNECTION WITH THE OFFER MAY WITHDRAW THEIR TENDER OF THEIR OLD NOTES AT ANY TIME THEREAFTER.

To:Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees:

Tevecap S.A. (“Tevecap”) is offering, upon and subject to the terms and conditions set forth in the Prospectus, dated, 2005 (as the same may be amended or supplemented from time to time, the “Prospectus”), and the enclosed Letter of Transmittal (the “Letter of Transmittal”), to exchange (the “Exchange Offer”) an aggregate principal amount of up to US$7,008,000 of its registered 12.625% Senior Notes Due 2009 (the “New Notes”) for a like principal amount of its outstanding unregistered 12.625% Senior Notes Due 2009 (the “Old Notes”).

We are requesting that you contact your clients for whom you hold Old Notes registered in your name or in the name of your nominee regarding the Exchange Offer. For your information and for forwarding to your clients for whom you hold Old Notes registered in your name or in the name of your nominee, or who hold Old Notes registered in their own names, we are enclosing the following documents:

1.Prospectus dated, 2005;

2.The Letter of Transmittal for your use and for the information of your clients, including Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9;

3.A Notice of Guaranteed Delivery to be used to accept the Exchange Offer if time will not permit all required documents to reach the Exchange Agent (as defined below) prior to the Expiration Date (as defined below) or if the procedures for book-entry transfer cannot be completed on a timely basis;

4.A form of letter which may be sent to your clients for whose account you hold Old Notes registered in your name or the name of your nominee, with space provided for obtaining such clients’ instructions with regard to the Exchange Offer;

5.A return envelope addressed to HSBC Bank USA, National Association, as the Exchange Agent (the “Exchange Agent”), for the Old Notes.

Your prompt action is requested. The Exchange Offer will expire at 5:00 p.m., New York City time, on               , 2005 (unless extended by the Company) (the “Expiration Date”). Tenders of Old Notes may be not withdrawn at any time; provided, however, that if the exchange of old notes for new notes as

part of the exchange offer has not occurred on or before               , 2005, holders of old notes who have tendered their old notes in connection with the offer may withdraw their tender of their old notes at any time thereafter.

To participate in the Exchange Offer, a duly executed and properly completed Letter of Transmittal (or facsimile thereof), with any required signature guarantees and any other required documents, should be sent to the Exchange Agent, all in accordance with the instructions set forth in the Letter of Transmittal and the Prospectus.

If holders of Old Notes wish to tender but time will not permit all required documents to reach the Exchange Agent prior to the Expiration Date or to comply with the book-entry transfer procedures on a timely basis, a tender may be effected by following the guaranteed delivery procedures described in the Prospectus under “The Exchange—Guaranteed Delivery Procedures.”

Tevecap will, upon request, reimburse brokers, dealers, commercial banks and trust companies for reasonable and necessary costs and expenses incurred by them in forwarding the Prospectus and the related documents to the beneficial owners of Old Notes held by them as nominee or in a fiduciary capacity. Tevecap will pay or cause to be paid all stock transfer taxes applicable to the exchange of Old Notes pursuant to the Exchange Offer, except as set forth in Instruction 9 of the Letter of Transmittal.

Any inquiries you may have with respect to the Exchange Offer, or requests for additional copies of the enclosed materials, should be directed to HSBC Bank USA, National Association, the Exchange Agent, at its address set forth on the front of the Letter of Transmittal.

Very truly yours,

TEVECAP S.A.

NOTHING HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU OR ANY PERSON AS AN AGENT OF THE COMPANY OR EITHER EXCHANGE AGENT, OR AUTHORIZE YOU OR ANY OTHER PERSON TO USE ANY DOCUMENT OR MAKE ANY STATEMENTS ON BEHALF OF ANY OF THEM WITH RESPECT TO THE EXCHANGE OFFER, EXCEPT FOR STATEMENTS EXPRESSLY MADE IN THE PROSPECTUS OR THE LETTER OF TRANSMITTAL.

Enclosures

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