Exhibit 4.(a)4

              Amended and Restated Secured Note Purchase Agreement.
                             dated November 11, 2004

<PAGE>
                                                                  EXECUTION COPY

                              AMENDED AND RESTATED
                         SECURED NOTE PURCHASE AGREEMENT

                                  by and among

                          GLOBAL VILLAGE TELECOM LTDA.,

                                ECI TELECOM LTD.,
                              as Initial Purchaser,

                                ECI TELECOM LTD.,
                            as Administrative Agent,

                      HSBC BANK USA, NATIONAL ASSOCIATION,
                              as Collateral Agent,

                                       and

                      HSBC BANK USA, NATIONAL ASSOCIATION,
                                 as Paying Agent

                                November 11, 2004

<PAGE>
                                TABLE OF CONTENTS

                                                                            Page
ARTICLE I DEFINITIONS AND RELATED MATTERS .................................    1
   Section 1.1   Defined Terms Generally ..................................    1
   Section 1.2   Definitions ..............................................    2
   Section 1.3   Related Matters ..........................................    9
   Section 1.4   Determinations ...........................................    9

ARTICLE II ISSUANCE OF NOTES ..............................................    9
   Section 2.1   Existing Notes; Note Issuances; Payment of Notes .........    9
   Section 2.2   Treatment of Certain Amounts under the Existing
                 Secured Note Purchase Agreement and this
                 Agreement; Restructuring Fee .............................   12
   Section 2.3   Interest; Interest Periods;
                 Continuation/Conversion ..................................   13
   Section 2.4   [RESERVED] ...............................................   16
   Section 2.5   [RESERVED] ...............................................   16
   Section 2.6   Repurchase; Maturity .....................................   16
   Section 2.7   Application of Prepayments ...............................   18
   Section 2.8   Manner of Payment ........................................   18
   Section 2.9   Pro Rata Treatment .......................................   21
   Section 2.10  Mandatory Suspension and Conversion of
                 Euro-Dollar Rate Notes ...................................   22
   Section 2.11  Regulatory Changes .......................................   22
   Section 2.12  Taxes ....................................................   23
   Section 2.13  Compensation for Funding Losses ..........................   25
   Section 2.14  Certificates Regarding Yield Protection, Etc .............   25
   Section 2.15  Applicable Purchasing Office; Discretion of
                 Purchasers as to Manner of Funding .......................   26
   Section 2.16  No Set-Off Regarding Vendor Supply Agreement .............   26

ARTICLE III CLOSING CONDITIONS ............................................   27
   Section 3.1   Closing Conditions .......................................   27

ARTICLE IV REPRESENTATIONS AND WARRANTIES .................................   27

ARTICLE V COVENANTS OF THE COMPANY ........................................   27
   Section 5.1   Common Terms Agreement ...................................   27
   Section 5.2   Syndication Efforts ......................................   27
   Section 5.3   Certain Regulatory Restrictions ..........................   28
   Section 5.4   Performance of Political Risk Insurance ..................   29

ARTICLE VI EVENTS OF DEFAULT ..............................................   29
   Section 6.1   Events of Default ........................................   29
   Section 6.2   Remedies .................................................   29
<PAGE>

ARTICLE VII THE ADMINISTRATIVE AGENT, THE PURCHASERS AND CO-AGENTS ........   30
   Section 7.1   Authorization and Action .................................   30
   Section 7.2   Exculpation; Administrative Agent's Reliance; Etc ........   31
   Section 7.3   Administrative Agent and Affiliates ......................   31
   Section 7.4   Purchaser Credit Decision; Acknowledgment of Use
                 of Proceeds Benefiting the Initial Purchaser .............   32
   Section 7.5   Indemnification ..........................................   32
   Section 7.6   Successor Administrative Agent ...........................   32
   Section 7.7   Purchaser Parties ........................................   33
   Section 7.8   Collateral and Guaranty Matters ..........................   33
   Section 7.9   Payments; Availability of Funds; Certain Notices .........   35
   Section 7.10  Obligations of Purchaser Parties Several; Right
                 to Initiate Judicial Proceedings .........................   36
   Section 7.11  Co-Agents ................................................   36
   Section 7.12  [RESERVED] ...............................................   36
   Section 7.13  Common Terms Agreement; Paying Agency Agreement ..........   36

ARTICLE VIII MISCELLANEOUS ................................................   37
   Section 8.1   Expenses .................................................   37
   Section 8.2   Indemnity ................................................   38
   Section 8.3   Waivers; Amendments in Writing ...........................   38
   Section 8.4   Cumulative Remedies; Failure or Delay ....................   40
   Section 8.5   Notices, Etc .............................................   40
   Section 8.6   Successors and Assigns; Etc ..............................   40
   Section 8.7   Confidentiality ..........................................   42
   Section 8.8   Governing Law ............................................   43
   Section 8.9   Choice of Forum ..........................................   43
   Section 8.10  Currency Equivalents; Judgment Currency ..................   44
   Section 8.11  Set-off ..................................................   45
   Section 8.12  Headings .................................................   45
   Section 8.13  Severability .............................................   45
   Section 8.14  Survival of Agreements, Representations and
                 Warranties ...............................................   45
   Section 8.15  Execution in Counterparts ................................   46
   Section 8.16  Complete Agreement; Third-Party Beneficiaries ............   46
   Section 8.17  No Fiduciary Duties or Partnership; Limitation of
                 Liability, Etc ...........................................   46
   Section 8.18  Securities Law Matters ...................................   47
   Section 8.19  Waiver of Immunity .......................................   48
   Section 8.20  English Language .........................................   48
   Section 8.21  WAIVER OF TRIAL BY JURY ..................................   49


                                       ii
<PAGE>

EXHIBITS

Exhibit A-1          Form of Tranche B Note
Exhibit A-2          Form of Tranche C Note
Existing A-3         Copies of Existing Notes
Exhibit B            Form of Notice of Responsible Officers
Exhibit C            Form of Notice of Conversion/Continuation
Exhibit D            Form of Assignment and Acceptance

SCHEDULES

Schedule 1 1         Purchaser Information


                                      iii
<PAGE>

              AMENDED AND RESTATED SECURED NOTE PURCHASE AGREEMENT

            AMENDED AND RESTATED SECURED NOTE PURCHASE AGREEMENT, dated as of
November 11, 2004, by and among GLOBAL VILLAGE TELECOM LTDA., a company duly
organized under the laws of Brazil (the "Company"); ECI TELECOM LTD. (the
"Initial Purchaser"); the banks and other entities that either now or in the
future are parties hereto as Purchasers; ECI TELECOM LTD., as administrative
agent for the Purchasers (in such capacity, together with any successor in such
capacity, the "Administrative Agent", which term for all purposes hereunder
shall include the "ECI Facility Agent" referred to in the Common Terms
Agreement); HSBC BANK USA, NATIONAL ASSOCIATION, in its capacity as collateral
agent for the benefit of the Administrative Agent and Purchasers as successor
collateral agent to JPMorgan Chase Bank (f/k/a The Chase Manhattan Bank) (in
such capacity, together with any successor in such capacity, the "Collateral
Agent"); and HSBC BANK USA, NATIONAL ASSOCIATION, in its capacity as paying
agent for the benefit of the Administrative Agent and Purchasers (in such
capacity, together with any successor in such capacity, the "Paying Agent").

                                    RECITALS

            A. The Company has issued Existing Notes to the Purchasers under the
Existing Secured Note Purchase Agreement;

            B. Certain Events of Default have occurred and are continuing under
the Existing Secured Note Purchase Agreement, including defaults in the payment
of principal and interest due on the Existing Notes;

            C. The Purchasers, the Company and the other parties hereto have
agreed to restructure the obligations of the Company owing to the Purchasers
under the Existing Secured Note Purchase Agreement (the "Restructuring");

            D. In connection with the Restructuring, the Purchasers have agreed
to accept additional Notes on the terms and conditions set forth in this
Agreement; and

            E. To induce the Purchasers to accept additional Notes, the Company
is, among other things, entering into (1) this Agreement, (2) the Common Terms
Agreement (as defined below), (3) each of the Pari Passu Collateral Documents,
and (4) certain other Note Documents.

            NOW, THEREFORE, in consideration of the premises and the mutual
covenants herein contained, the parties hereto hereby agree as follows:

                                   ARTICLE I

                         DEFINITIONS AND RELATED MATTERS

      Section 1.1 Defined Terms Generally. All capitalized terms used but not
otherwise defined herein shall have the meanings assigned to such terms in the
Common Terms Agreement (as defined below). Any capitalized terms defined in both
this Agreement and the Common Terms Agreement shall have exclusively the
meanings assigned to such terms in this Agreement unless expressly stated
otherwise.
<PAGE>

      Section 1.2 Definitions. The following terms shall have the following
meanings:

            "Adjusted Euro-Dollar Rate" means, with respect to any Interest
Period, a rate per annum (rounded upwards, if necessary, to the next higher
1/16th of 1%) equal to (i) the applicable London Interbank Offered Rate for such
Interest Period, divided by (ii) 1.00 minus the Euro-Dollar Reserve Requirement
for such Interest Period (expressed as a decimal).

            "Administrative Agent" is defined in the Preamble.

            "Administrative Agent's Purchaser Account" means the account of the
Administrative Agent identified as such in Schedule 1.1, or such other account
as the Administrative Agent may hereafter designate by notice to the Company,
the Paying Agent and each other Purchaser Party.

            "Administrative Agent's Office" means the office of the
Administrative Agent identified as such in Schedule 1.1, or such other office as
the Administrative Agent may hereafter designate by notice to the Company, the
Paying Agent and each other Purchaser Party.

            "Agents" means, collectively, the Administrative Agent, the
Collateral Agent and the Co-Agents (and each such Person, an "Agent"), if any,
but does not include the Paying Agent.

            "Agreement" means this Amended and Restated Secured Note Purchase
Agreement, as further amended, supplemented, restated, replaced or otherwise
modified from time to time in accordance with the terms hereof, the Common Terms
Agreement and the Collateral Agency and Intercreditor Agreement and includes all
Schedules and Exhibits hereto.

            "Applicable Margin" means a percentage, per annum, in effect from
time to time as set forth in Section 2.3(a)(i).

            "Applicable Purchasing Office" means, with respect to any Purchaser
Party, (i) in the case of any payment with respect to Euro-Dollar Rate Notes,
the Purchaser Party's Euro-Dollar Purchasing Office, and (ii) in the case of any
payment with respect to Base Rate Notes or any other payment under the Note
Documents, the Purchaser Party's Domestic Purchasing Office.

            "Assignment" means an assignment pursuant to an Assignment and
Acceptance of all or any portion of one or more Notes of any Purchaser, together
with the applicable portion of such Purchaser's related rights and obligations
under this Agreement and the other Note Documents with respect thereto (provided
that no assignment of such Purchaser's rights and obligations under the Note
Documents shall also require such Purchaser to assign a correlative portion of
Warrants held by such Purchaser); and the term "Assign" shall have a correlative
meaning.


                                       2
<PAGE>

            "Assignment and Acceptance" is defined in Section 8.6(b).

            "Base Rate" means, for any day, the greater of (i) the average of
interest rates per annum announced by the Reference Banks at their respective
principal offices as their respective prime rates effective for that day, which
rates may not be the lowest rate then being charged to commercial borrowers by
such Reference Banks, or (ii) the Federal Funds Rate in effect on such day plus
0.5% per annum. Any change in the Base Rate due to a change in such prime rate
or the Federal Funds Rate shall be effective from and including the effective
date of such change respectively in such prime rate or the Federal Funds Rate.

            "Base Rate Note" means any Interest-Bearing Note, or portion
thereof, that bears interest at a rate determined by reference to the Base Rate.

            "Co-Agent" means any Purchaser or other Person designated from time
to time by the Administrative Agent to act as the managing agent, documentation
agent, co-arranger, syndication agent or co-agent or in any similar capacity
with respect to this Agreement, to which Purchaser or other Person, in such
capacity, Section 7.11 shall apply immediately upon such designation. The Paying
Agent, in its capacity as such, shall not be a Co-Agent.

            "Common Terms Agreement" means the Amended and Restated Common Terms
Agreement dated as of the date hereof by and among, inter alia, the Company, GVT
Holding Ltda., Global Village Telecom (Holland) B.V., GVT (Holding) N.V., GVT
Capital N.V., Global Village Telecom Management Co., POP Internet Limitada,
Inoweb N.V., Wosrok Holding B.V., Nortel Networks Limited, ECI Telecom Ltd.,
Harris Corporation, ADC Telecommunications, Inc., Teledata Networks Ltd.,
Hewlett-Packard Financial Services Company, and HSBC Bank USA, National
Association, as Collateral Agent and as Paying Agent, as amended from time to
time in accordance with the provisions thereof.

            "Company" is defined in the Preamble.

            "Defaulted Notes Interest Period" means the "Interest Period" (as
defined in the Existing Secured Note Purchase Agreement) applicable to each of
the Existing Notes, which were denominated as Euro-Dollar Rate Notes, on the
date the first payment default by the Company of its obligations to pay
principal or interest under the Existing Secured Note Purchase Agreement with
respect to each such Existing Note occurred.

            "Domestic Purchasing Office" means the office, branch or Affiliate
of any Purchaser identified in Schedule 1.1 as its Domestic Purchasing Office or
such other office, branch or Affiliate as such Purchaser may hereafter designate
as its Domestic Purchasing Office by notice to the Company and the
Administrative Agent.


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<PAGE>

            "Euro-Dollar Business Day" means any Business Day on which
commercial banks are open for international business (including dealings in
interbank Dollar deposits) in London, England.

            "Euro-Dollar Purchasing Office" means the office, branch or
Affiliate of any Purchaser identified in Schedule 1.1 as its Euro-Dollar
Purchasing Office or such other office, branch or Affiliate as such Purchaser
may hereafter designate as its Euro-Dollar Purchasing Office by notice to the
Company and the Administrative Agent.

            "Euro-Dollar Rate Note" means any Interest-Bearing Note, or portion
thereof, that bears interest at a rate determined by reference to an Adjusted
Euro-Dollar Rate.

            "Euro-Dollar Reserve Requirement" means, with respect to any
Euro-Dollar Rate Note and for any day, the maximum percentage (expressed as a
decimal) at which reserves (including any marginal, supplemental, special or
emergency reserves), without duplication, are required by the Federal Reserve
Board to be maintained on such day by member banks of the Federal Reserve System
with respect to eurocurrency funding (currently referred to as "Eurocurrency
Liabilities" in Regulation D of the Federal Reserve Board) (or in respect of any
other category of liabilities that includes deposits by reference to which the
interest rate on Euro-Dollar Rate Notes is determined or any category of
extensions of credit or other assets that includes loans made or notes held by a
non-United States office of any bank to United States residents). The
Euro-Dollar Rate Notes shall be deemed to constitute eurocurrency funding and to
be subject to such reserve requirements without benefit of or credit for
proration, exemptions, or offsets that may be available from time to time to any
Purchaser under Regulation D or any comparable regulation.

            "Event of Default" is defined in Section 6.1.

            "Existing Notes" means the notes described in Section 2.1(a) issued
under the Existing Secured Note Purchase Agreement.

            "Existing Secured Note Purchase Agreement" means the Secured Note
Purchase Agreement dated as of October 31, 2000 by and among the Company, the
Purchasers, the Administrative Agent, JPMorgan Chase Bank, as the collateral
agent and the paying agent, as amended prior to the date hereof.

            "Federal Funds Rate" means, for any day, the rate per annum (rounded
upwards, if necessary to the nearest 1/100th of 1%) equal to the weighted
average of the rates on overnight federal funds transactions with members of the
Federal Reserve System arranged by federal funds brokers on such day, as
published for such day (or, if such day is not a Business Day in New York, New
York, for the next preceding Business Day in New York, New York) by the Federal
Reserve Bank of New York on the Business Day in New York, New York next
succeeding such day, provided that if such rate is not so published for any day
that is a Business Day in New York, New York, the Federal Funds Rate for such
day shall be the average rate charged to the Reference Banks on such day on such
transactions as determined by the Administrative Agent.


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<PAGE>

            "Federal Reserve Board" means the Board of Governors of the Federal
Reserve System.

            "Initial Purchaser" is defined in the Preamble and shall include any
successor or assignee which is an Initial Purchaser Party.

            "Initial Purchaser Party" means the Initial Purchaser or any of its
Affiliates.

            "Initial Purchaser Release Date" means the date of an Assignment by
the Initial Purchaser of all of its Notes (other than to an Affiliate of the
Initial Purchaser) resulting in an unconditional release of the Initial
Purchaser in respect of all of its Notes and its rights and obligations
hereunder.

            "Interest-Bearing Note" means each Existing Note.

            "Interest Payment Date" means the last day of March, June, September
and December in each year, beginning June 30, 2005.

            "Interest Period" means, subject to the next sentence, with respect
to each Euro-Dollar Rate Note, (A) the period commencing on April 1, 2005 and
ending on the next following Interest Payment Date and (B) thereafter, each
subsequent period commencing on the last day of the immediately preceding
Interest Period and ending on the next following Interest Payment Date.
Notwithstanding the foregoing: (a) if a Euro-Dollar Rate Note is continued as a
Euro-Dollar Rate Note, the Interest Period applicable to such Euro-Dollar Rate
Note shall commence on the day on which the Interest Period then applicable to
such Euro-Dollar Rate Note ends; (b) any Interest Period applicable to a
Euro-Dollar Rate Note (i) that would otherwise end on a day that is not a
Euro-Dollar Business Day shall be extended to the next succeeding Euro-Dollar
Business Day, unless such succeeding Euro-Dollar Business Day falls in another
calendar month, in which case such Interest Period shall end on the next
preceding Euro-Dollar Business Day or (ii) that begins on the last Euro-Dollar
Business Day of a calendar month (or on a day for which there is no numerically
corresponding day in the calendar month at the end of such Interest Period)
shall end on the last Euro-Dollar Business Day of the calendar month that is
three months thereafter; and (c) no Interest Period for any Euro-Dollar Rate
Note shall end after the Stated Maturity Date.

            "London Interbank Offered Rate" means, with respect to any Interest
Period, the rate per annum calculated by the Administrative Agent as the
arithmetic mean (rounded upwards, if necessary, to the next higher 1/16th of 1%)
of the offered rates for deposits in Dollars with a term comparable to such
Interest Period that appears on the Telerate Page (as defined below) at
approximately 11:00 A.M., London time, on the second full Euro-Dollar Business
Day preceding the first day of such Interest Period; provided that if there
shall at any time no longer exist a Telerate Page, "London Interbank Offered
Rate" shall mean, for each Interest Period pertaining to a Euro-Dollar Rate
Note, the rate per annum equal to the average of the rates at which the
Reference Banks are offered Dollar deposits at or about 10:00 A.M., London time,
two Euro-Dollar Business Days prior to the beginning of such Interest Period in
the London interbank market where the eurodollar and foreign currency and
exchange operations in respect of their Euro-Dollar Rate Note purchases are then
being conducted, for delivery on the first day of such Interest Period, for the
number of days comprised therein and in an amount comparable to the principal
amount of the Euro-Dollar Rate Notes to be outstanding during such Interest
Period. "Telerate Page" means the display designated as Page 3750 on the Dow
Jones & Company Telerate system (or such other page as may replace such page on
such system or any successor system for the purpose of displaying the rates at
which Dollar deposits are offered by leading banks in the London interbank
market).


                                       5
<PAGE>

            "Mandatory Repurchase Amount" means the portion of any Mandatory
Prepayment required to be applied to the Obligations under this Agreement,
subject to Article IV of the Collateral Agency and Intercreditor Agreement.

            "Mandatory Repurchase Date" is defined in Section 2.6(b).

            "Mandatory Repurchase Event" means any event or circumstance giving
rise to a Mandatory Prepayment under Section 7.1 of the Common Terms Agreement.

            "Mandatory Repurchase Notice" is defined in Section 2.6(b).

            "Memorandum" is defined in Section 5.2(a).

            "Note" or "Notes" means (a) each Existing Note, (b) each Tranche B
Note and (c) each Tranche C Note.

            "Note Documents" means, collectively, the Note Documents (as defined
in the Common Terms Agreement) other than (i) the Other Note Purchase
Agreements, (ii) the Other Notes and (iii) the HP Restructuring Fee Notes.

            "Notice of Continuation/Conversion" is defined in Section
2.3(c)(ii).

            "Notice of Responsible Officer" is defined in Section 2.1(d)(iii).

            "Obligated Party" is defined in Section 7.9(b).

            "Other Note Purchase Agreements" means the Note Purchase Agreements,
other than this Agreement.

            "Other Notes" means Notes and HP Restructuring Fee Notes (both as
defined in the Common Terms Agreement) issued pursuant to the Other Note
Purchase Agreements.

            "Other Purchasers" means Noteholders (as defined in the Common Terms
Agreement) party to the Other Note Purchase Agreements.

            "Participation" is defined in Section 8.6(d).

            "Paying Agent" is defined in the Preamble.


                                       6
<PAGE>

            "Paying Agent's Office" means the office of the Paying Agent
identified as such in Schedule 1.1, or such other office as the Paying Agent may
hereafter designate by notice to the Company, the Collateral Agent and the
Administrative Agent in accordance with the terms of the Paying Agency
Agreement.

            "Paying Agent's Purchaser Account" means the account of the Paying
Agent designated for payments from the Company as identified in Schedule 1.1, or
such other account as the Paying Agent may hereafter designate by notice to the
Company, the Collateral Agent and the Administrative Agent in accordance with
the terms of the Paying Agency Agreement.

            "Payment Default Date" means, with respect to each Existing Note,
the first day of the Defaulted Notes Interest Period applicable to such Existing
Note.

            "Political Risk Insurance" means any political risk insurance
obtained by any Purchaser and under which such Purchaser is the insured party,
which insurance insures the payment of principal and interest owing with respect
to the Notes purchased by such Purchaser in the event of currency
inconvertibility and transferability, expropriation and nationalization and/or
political violence and which insurance contains terms, conditions, and
exclusions from coverage customary at the time such insurance is obtained.

            "Political Risk Insurer" means any insurer party to Political Risk
Insurance.

            "Post-Default Rate" means, with respect to any Interest-Bearing
Note, subject to Section 2.3(e), at any time, a rate per annum equal to the
Adjusted Euro-Dollar Rate or the Base Rate in effect at such time plus the
Applicable Margin plus 1%.

            "Process Agent" is defined in Section 8.9(b).

            "Purchaser" means the Initial Purchaser (until the Initial Purchaser
Release Date) and the other financial institutions and other entities that from
time to time are parties hereto as Purchasers. For purposes of the Sections
referred to in (and subject to) the last sentence of Section 8.6(d), "Purchaser"
includes a holder of a Participation.

            "Purchaser Party" means, collectively, the Purchasers, the
Administrative Agent, the Collateral Agent, and, for purposes of Sections 2.11,
2.12, 8.5, 8.6, 8.7, 8.9, 8.17 and 8.21, the Paying Agent. For purposes of the
Sections referred to in (and subject to) the last sentence of Section 8.6(d),
"Purchaser Party" includes a holder of a Participation. In such capacity, the
Collateral Agent shall not be deemed to be a creditor of the Company (other than
for fees, expenses or indemnities) under this Agreement or any other Note
Document.

            "Reference Banks" means Citibank, N.A. and HSBC Bank USA, National
Association.

            "Register" is defined in Section 8.6(c).


                                       7
<PAGE>

            "Regulatory Change" means (i) the adoption or becoming effective
after the date hereof of any treaty, law, rule or regulation, (ii) any change in
any such treaty, law, rule or regulation (including Regulation D), or any change
in the administration or enforcement thereof, by any Governmental Authority,
central bank or other monetary authority charged with the interpretation or
administration thereof, in each case after the date hereof, or (iii) compliance
by any Purchaser Party (or its Applicable Purchasing Office or, in the case of
capital adequacy requirements, any holding company of any Purchaser Party) with,
any interpretation, directive, request, order or decree (whether or not having
the force of law) of any such Governmental Authority, central bank or other
monetary authority issued or made after the date hereof.

            "Repurchase Price" is defined in Section 2.6(b).

            "Required Purchasers" means Purchasers holding more than 50% of the
sum of the aggregate outstanding principal amount of the Notes.

            "Responsible Officer" is defined in Section 2.1(d)(iii).

            "Restructuring Fee Amount" is defined in Section 2.2(b).

            "Securities Act" means the United States Securities Act of 1933, as
amended from time to time.

            "Stated Maturity Date" means December 31, 2013.

            "Subsequent Purchasers" is defined in Section 8.18(b)(iv).

            "Syndicate" is defined in Section 5.2(a).

            "Syndication" is defined in Section 5.2(a).

            "Syndication Period" is defined in Section 5.2(a).

            "Tranche B Amount" means $24,280,266.

            "Tranche B Notes" means the notes issued pursuant to Section
2.1(b)(i), which notes shall be in substantially the form of Exhibit A-1, as
amended from time to time.

            "Tranche C Notes" means the notes issued pursuant to Section
2.1(b)(ii), which notes shall be in substantially the form of Exhibit A-2, as
amended from time to time.

            "Vendor" means ECI Telecom Ltd.

            "Vendor Supply Agreement" means the Equipment Supply and Services
Agreement, dated May 19, 2000 between Innowave ECI Wireless Systems Ltd. and the
Company, as amended from time to time and any other supply agreement entered
into between the Company and ECI, any affiliate or successor of ECI, any entity
created upon a reorganization of ECI or any affiliate or successor of any entity
created upon a reorganization of ECI, including, without limitation, any entity
surviving upon a merger of ECI with any other Person, as amended from time to
time.


                                       8
<PAGE>

      Section 1.3 Related Matters. Section 1.2 of the Common Terms Agreement
(other than Section 1.2(b)) shall govern the interpretation of this Agreement
and is hereby incorporated herein by reference, provided that all references
therein to "this Agreement" shall be read as being to this Agreement.

      Section 1.4 Determinations. Any numerical determination or calculation
contemplated by this Agreement that is made by any Purchaser Party shall be
presumed correct and be binding upon the Company, and, in the case of
determinations by the Paying Agent or Collateral Agent, shall also be binding on
the Administrative Agent and the other Purchaser Parties, in the absence of
manifest error. References in this Agreement to any "determination" by any
Purchaser Party include good faith estimates by such Purchaser Party (in the
case of quantitative determinations), and good faith beliefs by such Purchaser
Party (in the case of qualitative determinations). All consents and other
actions of any Purchaser Party contemplated by this Agreement may be given,
taken, withheld or not taken in good faith in such Purchaser Party's absolute
and sole discretion (whether or not so expressed), except as otherwise expressly
provided herein.

                                   ARTICLE II

                                ISSUANCE OF NOTES

      Section 2.1 Existing Notes; Note Issuances; Payment of Notes

                  (a) Existing Notes. On the Closing Date, all of the Existing
Notes outstanding are listed below, and copies of each Existing Note are
attached hereto as Exhibit A-3, and the aggregate outstanding principal amount
of the Existing Notes is $131,746,509.56:

                        (i) Note, dated November 30, 2000, in the principal
      amount of $6,256,868.00;

                        (ii) Note, dated February 22, 2001, in the principal
      amount of $15,307,882.00;

                        (iii) Note, dated March 30, 2001, in the principal
      amount of $14,315,583.00;

                        (iv) Note, dated May 14, 2001, in the principal amount
      of $13,180,185.00;

                        (v) Note, dated June 27, 2001, in the principal amount
      of $7,450,245.01;

                        (vi) Note, dated July 2, 2001, in the principal amount
      of $1,972,887.99;

                        (vii) Note, dated July 26, 2001, in the principal amount
      of $12,821,489.00;


                                       9
<PAGE>

                        (viii) Note, dated August 30, 2001, in the principal
      amount of $12,196,022.00;

                        (ix) Note, dated October 30, 2001, in the principal
      amount of $11,730,623.00;

                        (x) Note, dated November 29, 2001, in the principal
      amount of $5,792,210.00;

                        (xi) Note, dated January 31, 2002, in the principal
      amount of $6,433,715.00;

                        (xii) Note, dated March 27, 2002, in the principal
      amount of $5,617,314.00;

                        (xiii) Note, dated May 29, 2002, in the principal amount
      of $4,573,775.54;

                        (xiv) Note, dated June 26, 2002, in the principal amount
      of $3,871,894.47;

                        (xv) Note, dated July 25, 2002, in the principal amount
      of $448,571.00;

                        (xvi) Note, dated September 5, 2002, in the principal
      amount of $4,527,348.00; (xvii) Note, dated September 22, 2002, in the
      principal amount of $437,565.55;

                        (xviii) Note, dated October 21, 2002, in the principal
      amount of $412,380.00;

                        (xix) Note, dated November 25, 2002, in the principal
      amount of $804,973.00; and

                        (xx) Note, dated April 28, 2004, in the principal amount
      of $3,594,978.00.

                  (b) Note Issuances. (i) On the Closing Date, the Company shall
issue to the Initial Purchaser, and the Initial Purchaser shall be deemed to
have purchased, upon the terms and subject to the conditions set forth in this
Agreement, a Tranche B Note of the Company in an aggregate principal amount
equal to the Tranche B Amount.

                        (ii) On the Closing Date, the Company shall issue to the
      Initial Purchaser, and the Initial Purchaser shall be deemed to have
      purchased, upon the terms and subject to the conditions set forth in this
      Agreement, a Tranche C Note of the Company in an aggregate principal
      amount equal to the Restructuring Fee Amount.


                                       10
<PAGE>

                        (iii) After the Closing Date, the Company shall not be
      permitted to request an issuance of any notes and none of the Purchasers
      shall purchase any additional notes of the Company pursuant to this
      Agreement.

                  (c) Types of Notes. Each Interest-Bearing Note issued under
Section 2.1(b) shall be a Euro-Dollar Rate Note, subject, however, to Sections
2.3(c) and 2.10.

                  (d) Responsible Officer.

                        (i) [Reserved].

                        (ii) [Reserved].

                        (iii) The Company shall notify the Administrative Agent
      of the names of its officers and employees authorized to take actions with
      respect to Notes on behalf of the Company (each, a "Responsible Officer")
      by providing the Administrative Agent with a Notice of Responsible Officer
      substantially in the form of Exhibit B, duly completed and executed by a
      Senior Officer of the Company (a "Notice of Responsible Officer"). The
      Administrative Agent shall be entitled to rely conclusively on a
      Responsible Officer's authority to take actions with respect to Notes on
      behalf of the Company until the Administrative Agent receives a new Notice
      of Responsible Officer that no longer designates such Person as a
      Responsible Officer. The Administrative Agent shall have no duty to verify
      the authenticity of the signature appearing on any Notice of Responsible
      Officer or any other notice given under the Note Documents.

                  (e) [Reserved].

                  (f) Repayment of Notes. The Company shall repay the Existing
Notes and each of the Tranche B Notes and Tranche C Notes in consecutive
installments commencing on September 30, 2005 (each so scheduled date being an
"Installment Date" and the principal amount due on each such Installment Date
for all such Notes being an "Installment"). The Installment payable on each
particular Installment Date shall be equal to the percentage shown for that
Installment Date in the chart immediately below in the column entitled
"Amortization Rate" multiplied by the aggregate principal amount, as of the
Closing Date, of all of the Existing Notes, the Tranche B Notes and the Tranche
C Notes:


                                       11
<PAGE>

                                                      Amortization
                             Installment Date             Rate
                        ==========================================
                        September 30, 2005              0.1000%
                        March 31, 2006                  0.1000%
                        September 30,2006               1.2500%
                        March 31, 2007                  1.2500%
                        June 30, 2007                   0.9000%
                        September 30, 2007              0.9000%
                        December 31, 2007               0.9000%
                        March, 31 2008                  0.9000%
                        June 30, 2008                   3.5000%
                        September 30, 2008              3.5000%
                        December 31, 2008               3.5000%
                        March 31, 2009                  3.5000%
                        June 30, 2009                   3.8750%
                        September 30, 2009              3.8750%
                        December 31, 2009               3.8750%
                        March 31, 2010                  3.8750%
                        June 30, 2010                   3.9500%
                        September 30, 2010              3.9500%
                        December 31, 2010               3.9500%
                        March 31, 2011                  3.9500%
                        June 30, 2011                   3.9500%
                        September 30, 2011              3.9500%
                        December 31, 2011               3.9500%
                        March 31, 2012                  3.9500%
                        June 30, 2012                   3.9500%
                        September 30, 2012              3.9500%
                        December 31, 2012               3.9500%
                        March 31, 2013                  5.1875%
                        June 30, 2013                   5.1875%
                        September 30, 2013              5.1875%
                        December 31, 2013               5.1875%
                                                        100.00%

Notwithstanding any of the foregoing, (i) the Installments shall be reduced in
connection with any voluntary or mandatory prepayments and/or repurchases of the
Notes in accordance with Article VII of the Common Terms Agreement and/or
Sections 2.6 and 2.7 of this Agreement; (ii) after any Assignment of any portion
of a Note pursuant to this Agreement, the amount of any Installment in respect
of such Note shall be paid proportionately to the applicable assignor and
assignee in accordance with their respective interests in such Note; and (iii)
the Notes, together with all other amounts owed under the Note Documents with
respect thereto, shall, in any event, be paid in full no later than the Stated
Maturity Date.

      Section 2.2 Treatment of Certain Amounts under the Existing Secured Note
Purchase Agreement and this Agreement; Restructuring Fee.

                  (a) Notwithstanding any provision in the Existing Secured Note
Purchase Agreement to the contrary, each of the Existing Notes shall be deemed
to have borne interest on the outstanding principal amount thereof for the
period from the Payment Default Date applicable to each such Existing Note
through and including March 31, 2005 at a rate per annum equal to 7.6411%. The
parties hereto agree that the Company's obligation to pay all accrued and unpaid
interest on such Existing Notes and interest on such Existing Notes for the
period from the date hereof through and including March 31, 2005 shall be
determined in accordance with the preceding sentence and the Company's
obligation to pay such interest on the Existing Notes under and in accordance
with the terms thereof, hereof and of the Existing Secured Note Purchase
Agreement shall be fully satisfied and discharged by the issuance of the Tranche
B Notes to the Purchasers in accordance with the terms hereof.


                                       12
<PAGE>

                  (b) On the Closing Date, the Company shall pay a restructuring
fee equal to $7,000,000 (the "Restructuring Fee Amount") to the Initial
Purchaser in consideration for entering into the Note Documents. The parties
hereto agree that the Company's obligation to pay such fee shall be fully
satisfied and discharged by the issuance of the Tranche C Notes to the Initial
Purchaser in accordance with the terms hereof.

      Section 2.3 Interest; Interest Periods; Continuation/Conversion.

                  (a) Interest Rate and Payment.

                        (i) The Company's obligations to pay interest with
      respect to the Existing Notes for the period from each applicable Payment
      Default Date through March 31, 2005 shall be satisfied in accordance with
      Section 2.2(a). Effective as of April 1, 2005, each Interest-Bearing Note
      shall bear interest on the outstanding principal amount thereof at (x) for
      so long as and to the extent that such Interest-Bearing Note is a
      Euro-Dollar Rate Note, the Adjusted Euro-Dollar Rate for each Interest
      Period applicable thereto plus the Applicable Margin (per annum) set forth
      opposite the reference to the Fiscal Year in which such Interest Period
      falls and under the heading "Applicable Margin (Euro-Dollar Rate)" in the
      table below and (y) for so long as and to the extent that such
      Interest-Bearing Note is a Base Rate Note, the Base Rate (as in effect
      from time to time) plus the Applicable Margin set forth opposite the
      reference to the Fiscal Year in which the day, for which the Base Rate is
      being calculated, falls and under the heading "Applicable Margin (Base
      Rate)" in the table below:

      -------------------------------------------------------------------
         Fiscal Year           Applicable Margin       Applicable Margin
                               (Euro-Dollar Rate)         (Base Rate)
      -------------------------------------------------------------------
      4/1/05 - 12/31/05              2.689%                 1.689%
      -------------------------------------------------------------------
            2006                     4.104%                 3.104%
      -------------------------------------------------------------------
            2007                     6.258%                 5.258%
      -------------------------------------------------------------------
            2008                     7.495%                 6.495%
      -------------------------------------------------------------------
            2009                     8.733%                 7.733%
      -------------------------------------------------------------------
            2010                    10.589%                 9.589%
      -------------------------------------------------------------------
            2011                    10.589%                 9.589%
      -------------------------------------------------------------------
            2012                    12.445%                 11.445%
      -------------------------------------------------------------------
            2013                    12.445%                 11.445%
      -------------------------------------------------------------------


                                       13
<PAGE>

            For the avoidance of doubt, on and after the Closing Date, each
Interest-Bearing Note may be converted to or continued as a Base Rate Note only
in accordance with and subject to the provisions of Sections 2.3(c) and 2.10 of
this Agreement.

                        (ii) Interest shall accrue on all amounts, other than
      principal, payable by any GVT Party under the Note Documents, including
      indemnities, overdue interest and Fees (but not including amounts payable
      pursuant to Section 8.1, or to Section 8.1 of the Common Terms Agreement,
      in either case during the 90-day period after the Closing Date) from the
      date such amount is due to and excluding the date of any payment thereof
      at the rate otherwise applicable to the Interest-Bearing Notes, subject to
      clause (iii) below.

                        (iii) Notwithstanding the foregoing provisions of this
      Section 2.3, at any time while an Event of Default specified in Section
      6.1(a) of the Common Terms Agreement exists, all Interest-Bearing Notes
      and all other amounts payable under the Note Documents (other than the
      Tranche B Notes and Tranche C Notes) shall bear interest, to the maximum
      extent permitted by Applicable Law, at a fluctuating rate per annum equal
      to the Post-Default Rate as in effect from time to time, without notice or
      demand of any kind, until such Event of Default shall have been waived or
      otherwise shall have ceased to exist.

                        (iv) Accrued interest shall be payable in arrears (A) in
      the case of a Base Rate Note, on each Interest Payment Date; (B) in the
      case of a Euro-Dollar Rate Note, on the last day of each Interest Period
      applicable thereto; (C) in the case of any interest accrued at the
      Post-Default Rate or pursuant to Section 2.3(a)(ii), on demand and in any
      event on each Interest Payment Date; and (D) in the case of any
      Interest-Bearing Note (or portion thereof), when such Note (or any portion
      thereof) shall become due (whether at maturity, by reason of prepayment,
      acceleration, Mandatory Repurchase or otherwise).

                  (b) Interest Periods. Notwithstanding anything herein to the
contrary, all Interest Periods applicable to Euro-Dollar Rate Notes shall comply
with the definition of "Interest Period."

                  (c) Continuation/Conversion.

                        (i) Subject to this Section 2.3(c) and Section 2.10, the
      Company shall have the option (A) at any time, to convert all or any part
      of its outstanding Base Rate Notes to Euro-Dollar Rate Notes, and (B) on
      the last day of the Interest Period applicable thereto, to (I) convert all
      or any part of its outstanding Euro-Dollar Rate Notes to Base Rate Notes,
      or (II) continue all or any part of its Euro-Dollar Rate Notes as
      Euro-Dollar Rate Notes, provided that, in the case of clauses (A) and (B)
      (II), there does not exist a Default or an Event of Default at such time.
      If a Default or an Event of Default shall exist upon the expiration of the
      Interest Period applicable to any Euro-Dollar Rate Note, such Note
      automatically shall be converted into a Base Rate Note.


                                       14
<PAGE>

                        (ii) If the Company elects to continue or convert an
      Interest-Bearing Note under this Section 2.3(c), it shall deliver to the
      Administrative Agent a Notice of Continuation/Conversion substantially in
      the form of Exhibit C, duly completed and executed by a Responsible
      Officer (a "Notice of Continuation/Conversion"), (A) not later than 10:00
      a.m. (New York time) at least three Euro-Dollar Business Days before the
      proposed continuation or conversion date, if the Company proposes to
      continue, or to convert into, a Euro-Dollar Rate Note, and (B) otherwise
      not later than 10:00 a.m. (New York time) at least three Business Days
      before the proposed continuation or conversion date.

                        (iii) In lieu of delivering a Notice of
      Continuation/Conversion, the Company, through a Responsible Officer, may
      give the Administrative Agent telephonic notice of any proposed
      continuation or conversion by the time a Notice of Continuation/Conversion
      would be required to be delivered and containing all information required
      therefor; provided, however, that such notice shall be confirmed in
      writing by delivery of a Notice of Continuation/Conversion to the
      Administrative Agent on or before the proposed continuation or conversion
      date. The Purchaser Parties shall incur no liability to the Company in
      acting upon any telephonic notice that the Administrative Agent believes
      to have been given by a Responsible Officer or for otherwise acting in
      good faith under this Section 2.3(c) and in converting or continuing any
      Interest-Bearing Note (or a part thereof) pursuant to any telephonic
      notice.

                        (iv) Any Notice of Continuation/Conversion (or
      telephonic notice in lieu thereof) shall be irrevocable and the Company
      shall be bound to continue or convert in accordance therewith. If any
      request for the continuation or conversion of an Interest-Bearing Note is
      not made in accordance with this Section 2.3(c), or if no Notice of
      Continuation/Conversion is so given with respect to a Euro-Dollar Rate
      Note in accordance with Section 2.3(c)(ii), then such Euro-Dollar Rate
      Note automatically shall be continued as a Euro-Dollar Rate Note.

                        (v) The Administrative Agent shall promptly notify each
      Purchaser of the contents of any Notice of Continuation/Conversion (or
      telephonic notice in lieu thereof) received by it, or of the automatic
      continuation of any Euro-Dollar Rate Note pursuant to clause (iv).

                  (d) Computations. Interest accruing at the Euro-Dollar Rate
shall be computed on the basis of a 360-day year and the actual number of days
elapsed (including the first and excluding the last day of the period). All
other amounts payable hereunder or under the other Note Documents shall be
computed on the basis of a 365/366-day year and the actual number of days
elapsed (including the first and excluding the last day of the period). Any
change in the interest rate on any Interest-Bearing Note or other amount
resulting from a change in the rate applicable thereto pursuant to the terms
hereof shall become effective as of 9:00 a.m. (New York time) on the day on
which such change in the applicable rate shall become effective.


                                       15
<PAGE>

                  (e) Maximum Lawful Rate of Interest. The rate of interest
payable on any Interest-Bearing Note or other amount hereunder shall in no event
exceed the maximum rate permissible under Applicable Law. If the rate of
interest payable on any Interest-Bearing Note or other amount hereunder is ever
reduced as a result of this clause (e) and at any time thereafter the maximum
rate permitted by Applicable Law shall exceed the rate of interest provided for
in this Agreement, then the rate provided for in this Agreement shall be
increased up to the maximum rate provided by Applicable Law for such period as
is required so that the total amount of interest received by the Purchasers
during such period is that which would have been received by the Purchasers but
for the operation of the first sentence of this clause (e).

                  (f) Tranche B Notes and Tranche C Notes. The Tranche B Notes
and Tranche C Notes shall be non-interest bearing notes.

      Section 2.4 [RESERVED]

      Section 2.5 [RESERVED]

      Section 2.6 Repurchase; Maturity.

                  (a) [RESERVED]

                  (b) Mandatory Repurchase. Upon the occurrence of any Mandatory
Repurchase Event, the Company shall give the Administrative Agent, the Paying
Agent, the Collateral Agent and each of the Purchasers written notice of the
occurrence of such Mandatory Repurchase Event in accordance with Section 7.2(a)
of the Common Terms Agreement (the "Mandatory Repurchase Notice") on or prior to
the date of such occurrence, and the Company shall offer to make a Mandatory
Repurchase and the Purchasers shall sell, on the Euro-Dollar Business Day
specified in the Mandatory Repurchase Notice, which date shall not be less than
five (5) Euro-Dollar Business Days after the date of the Mandatory Repurchase
Notice (the "Mandatory Repurchase Date"), the maximum principal amount of Notes
(together with accrued and unpaid interest, if applicable, on such principal
amount to the date of repurchase) that may be repurchased with the Mandatory
Repurchase Amount, which amount shall be in Dollars and in immediately available
funds (the "Repurchase Price") and shall be allocated among the Purchasers in
accordance with Section 2.7(a) and Section 2.9; provided that the Mandatory
Repurchase Amount shall, with respect to each Mandatory Repurchase, be applied
first, to ratably repurchase the Tranche B Notes and Tranche C Notes, second, to
Base Rate Notes and third, to purchase the Euro-Dollar Rate Notes held by each
such Purchaser. Notwithstanding any of the foregoing, under no circumstances
shall the Company be deemed a Purchaser or a Purchaser Party hereunder or under
any other Note Document upon the occurrence of any Mandatory Repurchase.

                  (c) Voluntary Repurchase.

                        (i) Subject to this Section 2.6(c), the Company may, at
      its option (to the extent permissible under Applicable Law), at any time
      or from time to time, repurchase the Notes in whole or in part, without
      premium or penalty, provided that any voluntary repurchase shall be made
      first to the ratable repurchase of all Tranche B Notes and Tranche C Notes
      prior to any voluntary repurchase of any Interest-Bearing Notes; and
      provided further that (A) any repurchase shall be of an aggregate
      principal amount of Interest-Bearing Notes of $2,000,000 and integral
      multiples of $1,000,000, in the case of Euro-Dollar Rate Notes, or a
      minimum aggregate amount of $1,000,000 and integral multiples of
      $1,000,000, in the case of Base Rate Notes (or, alternatively, the
      aggregate principal amount of Euro-Dollar Rate Notes or Base Rate Notes
      then outstanding), and (B) any repurchase of a Euro-Dollar Rate Note, if
      made on a day other than the last day of an Interest Period applicable
      thereto, shall be made with amounts payable pursuant to Section 2.13.


                                       16
<PAGE>

                        (ii) If the Company elects to repurchase Notes under
      this Section 2.6(c), it shall deliver to the Administrative Agent and the
      Collateral Agent a notice of voluntary repurchase, which notice shall
      specify the amount of Tranche B Notes, Tranche C Notes and/or
      Interest-Bearing Notes being repurchased, (A) not later than 12:00 noon
      (New York time) at least three Euro-Dollar Business Days before the
      proposed repurchase, if the Company proposes to repurchase or cause to be
      repurchased Euro-Dollar Rate Notes and (B) otherwise not later than 12:00
      noon (New York time) three Business Days before the proposed voluntary
      repurchase date, together with any notice required by Section 2.7(b). Any
      notice of voluntary repurchase shall be irrevocable, and the principal
      amount of Notes to be repurchased specified in such notice shall be due
      and payable on the date specified in such notice, together with interest
      accrued thereon to such date and any amounts payable pursuant to Section
      2.13 with respect thereto.

                        (iii) Each voluntary repurchase shall be applied to the
      unpaid principal amount of the Notes held by the respective Purchasers as
      provided in Section 2.7(b) and Section 2.9; provided that each voluntary
      repurchase shall be applied first to ratably repurchase the Tranche B
      Notes and Tranche C Notes prior to any repurchase of the Interest-Bearing
      Notes held by each such Purchaser; and provided further that each
      voluntary repurchase shall be applied first to repurchase the Base Rate
      Notes and then to repurchase the Euro-Dollar Rate Notes held by each such
      Purchaser.

                  (d) Repurchase Generally. If any Notes are repurchased by the
Company pursuant to this Section 2.6, each Purchaser shall deliver to the
Administrative Agent the Notes held by it that are to be repurchased, endorsed
for transfer or accompanied by bond powers executed by such Purchaser, against
receipt of payment of the Repurchase Price or the amount of the voluntary
repurchase, as the case may be. Such repurchase shall be made without recourse
to, or representation or warranty of any kind by, such Purchaser, except that
the Notes shall be sold free and clear of any Lien created by the Administrative
Agent or the Purchaser.

                  (e) Maturity. All Notes outstanding on the Stated Maturity
Date shall be due and payable on such date.


                                       17
<PAGE>

      Section 2.7 Application of Prepayments.

                  (a) Mandatory Prepayments. Any mandatory prepayments or
repurchases made pursuant to Section 2.6 shall be applied to the remaining
scheduled repayments (as set forth in Section 2.1(f)) of the applicable Notes in
the inverse order of maturity of such scheduled repayments.

                  (b) Voluntary Prepayments. Any voluntary prepayments or
repurchases made pursuant to Section 2.6 shall be applied to the remaining
scheduled repayments of the applicable Notes pro rata to such scheduled
repayments (as set forth in Section 2.1(f) of this Agreement), provided,
however, prior to the first voluntary prepayment or repurchase of any Notes or
Other Notes under this Note Purchase Agreement or any Other Note Purchase
Agreement, if at such time, no Mandatory Prepayment shall have been made out of
Excess Cash Flow pursuant to Section 7.1(c) of the Common Terms Agreement or is
(or reasonably expected to be) required to be made within the next ninety (90)
days, the Company may elect, which election shall be irrevocable, to have all
voluntary prepayments or repurchases of all Notes and Other Notes under this
Note Purchase Agreement and the Other Note Purchase Agreements to be applied to
the remaining scheduled amortization of such Notes and Other Notes in the
inverse order of maturity of such scheduled amortization. If and after such
election is made, all other prepayments or repurchases of any Notes or Other
Notes under this Note Purchase Agreement or any Other Note Purchase Agreement
shall be applied in accordance with such election. The Company shall make such
election by delivering a written notice of election not later than 12:00 noon
(New York time) at least three (3) Business Days before the first voluntary
prepayment or repurchase of any Notes or Other Notes, to the Collateral Agent,
to the Administrative Agent and each of the other Facility Agents and to the
Purchasers and the Other Purchasers. Each of the Company, the Administrative
Agent and the Purchasers hereby agree that upon delivery of any such notice of
election, whether in respect of the repurchase or prepayment of the Notes or of
any Other Notes, such election shall be irrevocable and binding upon all
Purchasers and Other Purchasers.

      Section 2.8 Manner of Payment.

                  (a) Payment Generally. Except as expressly provided in Section
2.6 hereof and Section 7.2 of the Common Terms Agreement, the Company shall make
each payment to the Purchasers under the Note Documents to the Paying Agent in
Dollars and in immediately available funds, without any deduction whatsoever,
including any deduction for any setoff, recoupment, counterclaim or, except to
the extent required by Applicable Law but subject to any payments required under
Section 2.12, Taxes (other than Excluded Taxes), at the Paying Agent's Office
for deposit in the Paying Agent's Purchaser Account (which amount will be held
for the Administrative Agent) at such time (and in any event by the close of
business New York time on the Business Day preceding the due date for such
payment) as shall provide the Paying Agent with sufficient time, in turn, to pay
such amount to the Administrative Agent in Dollars and in immediately available
funds, without any deduction whatsoever, including any deduction for any setoff,
recoupment, counterclaim or, except to the extent required by Applicable Law but
subject to any payments required under Section 2.12, Taxes (other than Excluded
Taxes) at the Administrative Agent's Office for deposit in the Administrative
Agent's Purchaser Account not later than 2:00 p.m. (New York time) on the due
date thereof. Any payments received by the Administrative Agent after 2:00 p.m.
(New York time) on any Business Day shall be deemed received on the next
succeeding Business Day. Not later than 3:00 p.m. (New York time) on the day
such payment is made, the Administrative Agent shall initiate a wire transfer to
each Purchaser Party, for the account of that Purchaser Party's Applicable
Purchasing Office, in Dollars and in immediately available funds, of such
Purchaser Party's share of the payment made to the Administrative Agent, as
determined pursuant to Section 2.9. Payment to the Administrative Agent shall be
made by the Paying Agent in accordance with written instructions satisfactory to
the Paying Agent from time to time given to the Paying Agent by the
Administrative Agent; and payment to each Purchaser Party shall be made by the
Administrative Agent in accordance with written instructions satisfactory to the
Administrative Agent from time to time given to the Administrative Agent by each
Purchaser Party. Any payment made by the Company to the Paying Agent and by the
Paying Agent to the Administrative Agent, in each case, in accordance with this
Section 2.8(a) shall, subject to Section 2.8(e) and subject to any obligation of
any Purchaser Party to remit any payments received pursuant to this Section
2.8(a) to the Collateral Agent pursuant to Section 4.3 of the Collateral Agency
and Intercreditor Agreement for further redistribution in accordance with the
terms of the Collateral Agency and Intercreditor Agreement, satisfy pro tanto
and shall be conclusive and shall discharge the Company and the Paying Agent of
their respective corresponding payment obligations to the Purchaser Parties
under the Notes and the other Note Documents.


                                       18
<PAGE>

                  (b) Indemnification by the Company. To the extent that the
Company makes any payment due under this Agreement or any other Note Document to
the Paying Agent, the Company hereby indemnifies the Purchaser Parties against
any failure on the part of the Paying Agent to pay to the Administrative Agent
in accordance with the payment instructions (satisfactory to the Paying Agent)
provided to the Paying Agent by the Administrative Agent pursuant to Section
2.8(a) any sum due in respect of the Notes or any other Note Document by the due
date or due time thereof and agrees to pay the amount of such payment due, plus
interest at the Post-Default Rate, if applicable, not later than (i) one
Business Day after the due date thereof, in the case of payments of principal,
(ii) three Business Days after the due date thereof, in the case of payments of
interest and (iii) five Business Days after the due date thereof, in the case of
expenses, Fees or other amounts payable under the Note Documents.
Notwithstanding the foregoing sentence, interest shall be payable by the Company
only with respect to the period of time commencing on the Business Day
immediately after the date it receives written notice from the Administrative
Agent of any such failure by the Paying Agent and ending on the date it makes
payment in full as required by the foregoing sentence. This indemnity
constitutes a separate and independent obligation from the obligations of the
Company under the Notes and the other Note Documents, and shall give rise to a
separate and independent cause of action. To the extent that the Paying Agent
makes any payment to the Administrative Agent with respect to which the
Purchaser Parties have received a payment from the Company in satisfaction of
its indemnification obligations set forth in this Section 2.8(b), each Purchaser
Party shall promptly return to the Company any such indemnification payment so
made by the Company, together with interest at the Federal Funds Rate from one
Business Day after the later of (x) the date on which the payment from the
Paying Agent was received by such Purchaser Party and (y) the date on which such
indemnification payment from the Company was received by such Purchaser Party,
to but excluding the date on which such payment is returned to the Company.


                                       19
<PAGE>

                  (c) Payment by the Company. Notwithstanding anything in this
Section 2.8 to the contrary and except with respect to any payments made under
Section 2.6 hereof or Section 7.2 of the Common Terms Agreement, the Company
may, with two (2) days prior written notice to the Paying Agent and
Administrative Agent, subject to the receipt of any necessary Governmental
Approvals and in lieu of making any payment to the Paying Agent in accordance
with Section 2.8(a), make any payment to the Purchasers under the Note Documents
to the Administrative Agent in Dollars and in immediately available funds,
without any deduction whatsoever, including any deduction for any setoff,
recoupment, counterclaim or, except to the extent required by Applicable Law but
subject to any payments required under Section 2.12, Taxes (other than Excluded
Taxes), at the Administrative Agent's Office, for deposit in the Administrative
Agent's Purchaser Account not later than 2:00 p.m. (New York time) on the due
date thereof. Any payments received by the Administrative Agent after 2:00 p.m.
(New York time) on any Business Day shall be deemed received on the next
succeeding Business Day. The Administrative Agent shall pay amounts received
from the Company to the Purchaser Parties in accordance with Section 2.8(a). Any
payment made by the Company to the Administrative Agent in accordance with this
Section 2.8(c) shall, subject to Section 2.8(e) and, subject to any obligation
of any Purchaser Party to remit any payments received by the Administrative
Agent pursuant to this Section 2.8(c) to the Collateral Agent pursuant to
Section 4.3 of the Collateral Agency and Intercreditor Agreement for further
redistribution in accordance with the terms of the Collateral Agency and
Intercreditor Agreement, satisfy pro tanto and shall be conclusive and shall
discharge the Company of its corresponding payment obligations to the Purchaser
Parties under the Notes and the other Note Documents.

                  (d) Date of Payment. Whenever any payment or repurchase to be
made hereunder shall be due on a day that is not a Business Day (or, in the case
of any payment with respect to any Euro-Dollar Rate Note, not a Euro-Dollar
Business Day), such payment shall instead be made on the next succeeding
Business Day (or, in the case of any such payment with respect to any
Euro-Dollar Rate Note, the next succeeding Euro-Dollar Business Day), together
with interest accrued during the period of such extension, unless, in the case
of any such payment in respect of Euro-Dollar Notes, such succeeding Euro-Dollar
Business Day falls in the next calendar month, in which case such payment or
repurchase shall be made on the immediately preceding Euro-Dollar Business Day.

                  (e) Payments Set Aside. To the extent any Agent, the Paying
Agent or any Purchaser receives payment of any amount under the Note Documents,
whether by way of payment by the Company, set-off, as proceeds of Collateral or
otherwise, which payment is subsequently invalidated, declared to be fraudulent
or preferential, set aside or required to be repaid to a trustee, receiver or
any other party under any bankruptcy law, other law or equitable cause, in whole
or in part, then, to the extent of such payment received and to the fullest
extent permitted by Applicable Law, the Obligations or Fees or part thereof
intended to be satisfied thereby shall be revived and continue in full force and
effect, together with all Collateral security therefor, as if such payment had
not been received by such Agent or Purchaser. If prior to any such invalidation,
declaration, setting aside or requirement, this Agreement shall have been
canceled or surrendered, this Agreement shall (to the extent permitted by
Applicable Law) be reinstated in full force and effect, and such prior
cancellation or surrender shall (to the extent permitted by Applicable Law) not
diminish, discharge or otherwise affect the obligations of the Company in
respect of the amount of the affected payment.


                                       20
<PAGE>

      Section 2.9 Pro Rata Treatment.

                  (a) Except to the extent otherwise expressly provided herein
or in the Collateral Agency and Intercreditor Agreement, (i) each payment or
prepayment by the Company or the Paying Agent of principal or payment in respect
of a repurchase by the Company of the Tranche B Notes shall be made for the
account of the Purchasers pro rata according to the respective outstanding
principal amount of Tranche B Notes held by the Purchasers, (ii) each payment or
prepayment by the Company or the Paying Agent of principal or payment in respect
of a repurchase by the Company of the Tranche C Notes shall be made for the
account of the Purchasers pro rata according to the respective outstanding
principal amount of Tranche C Notes held by the Purchasers, (iii) each payment
or prepayment by the Company or the Paying Agent of principal or payment in
respect of a repurchase by the Company of the Interest-Bearing Notes shall be
made for the account of the Purchasers pro rata according to the respective
outstanding principal amount of Interest-Bearing Notes held by the Purchasers,
(iv) each payment by the Company or the Paying Agent of interest on the
Interest-Bearing Notes shall be made for the account of the Purchasers holding
Interest-Bearing Notes pro rata according to the respective accrued and unpaid
interest on those Interest-Bearing Notes on such day, and (v) each payment by
the Company or the Paying Agent of any other amount owing under the Notes and
the other Note Documents shall be made for the account of the Purchasers pro
rata according to the respective outstanding amounts owed to the Purchasers on
such day.

                  (b) All payments received by the Administrative Agent from the
Collateral Agent in accordance with Article IV of the Collateral Agency and
Intercreditor Agreement shall be applied pro rata according to the respective
aggregate outstanding amounts owed to the Purchasers on such day.

                  (c) [RESERVED]

                  (d) Except with respect to payments to any Purchaser by a
Political Risk Insurer in respect of Political Risk Insurance to which such
Purchaser is a party, if any Purchaser shall obtain any payment (whether
voluntary, involuntary, through the exercise of any right of set-off, or
otherwise) on account of the amounts owing to it under the Notes issued to it
(other than pursuant to Section 2.11, 2.12 or 2.13) in excess of the amounts it
ought to receive in accordance with clause (a) above, such Purchaser shall
forthwith purchase from the other Purchasers such participations in the amounts
under the Notes owing to them as shall be necessary to cause such purchasing
Purchaser to share the excess payment such that each Purchaser shall have
received the amounts it ought to have received in accordance with clause (a)
above; provided, however, that if all or any portion of such excess payment is
thereafter recovered from such purchasing Purchaser, such purchase from each
Purchaser shall be rescinded and each such Purchaser shall repay to the
purchasing Purchaser the purchase price to the extent of such recovery together
with an amount equal to such Purchaser's ratable share (according to the
proportion of (i) the amount of such Purchaser's required repayment to (ii) the
total amount so recovered from the purchasing Purchaser) of any interest or
other amount paid or payable by the purchasing Purchaser in respect of the total
amount so recovered. The Company agrees that any Purchaser so purchasing a
participation from another Purchaser pursuant to this Section 2.9(d) may, to the
fullest extent permitted by law, exercise all its rights of payment (including
the right of set-off) with respect to such participation as fully as if such
Purchaser were the direct creditor of the Company in the amount of such
participation.


                                       21
<PAGE>

      Section 2.10 Mandatory Suspension and Conversion of Euro-Dollar Rate
Notes. All outstanding Euro-Dollar Rate Notes shall be converted into Base Rate
Notes on the last day of the respective Interest Periods applicable thereto (or,
if earlier, in the case of clause 2.10(b) below, on the last day that the
applicable Purchaser can lawfully continue to hold Euro-Dollar Rate Notes) and
all pending requests for the purchase of Euro-Dollar Rate Notes shall be deemed
to be requests for the purchase of Base Rate Notes, if:

                  (a) On or prior to the determination of the interest rate for
a Euro-Dollar Rate Note for any Interest Period, (i) the Administrative Agent
determines in good faith that, by reason of circumstances affecting the London
interbank Euro-Dollar market, adequate and fair means do not exist for
determining the Adjusted Euro-Dollar Rate or (ii) the Required Purchasers advise
the Administrative Agent (which shall thereupon notify the Company and the other
Purchaser Parties) that the Adjusted Euro-Dollar Rate would not accurately
reflect the cost to those Purchasers of holding a Euro-Dollar Rate Note for such
Interest Period; or

                  (b) After the date hereof a Purchaser notifies the
Administrative Agent (which shall thereupon notify the Company and the other
Purchaser Parties) of its determination that any Regulatory Change makes it
unlawful or impossible for such Purchaser or its Euro-Dollar Purchasing Office
to purchase or hold any Euro-Dollar Rate Note, to obtain in the London interbank
Euro-Dollar market through its Euro-Dollar Purchasing Office the funds with
which to purchase any Euro-Dollar Rate Note or to comply with its obligations
hereunder in respect thereof.

      Section 2.11 Regulatory Changes.

                  (a) Increased Costs. If, on or after the date hereof, any
Regulatory Change shall (A) impose, modify or deem applicable any reserve,
special deposit, compulsory loan, insurance or similar requirement (other than
any such requirement with respect to any Euro-Dollar Rate Note to the extent
included in the Euro-Dollar Reserve Requirement), against, or any fees or
charges in respect of, assets held by, deposits with or other liabilities for
the account of, commitments of, advances or purchase price of Notes or principal
amount of other credit extended by, any Purchaser Party (or its Applicable
Purchasing Office), or (B) impose on any Purchaser Party (or its Applicable
Purchasing Office) or on the London interbank market any other condition
affecting any Euro-Dollar Rate Note or any obligation to purchase Euro-Dollar
Rate Notes, and the effect of the foregoing is (i) to increase the cost to such
Purchaser Party (or its Applicable Purchasing Office) of purchasing or
maintaining any Euro-Dollar Rate Note by an amount which such Purchaser Party
deems material or (ii) to reduce the amount of any sum received or receivable by
such Purchaser Party (or its Applicable Purchasing Office) hereunder or under
any other Note Document with respect thereto by an amount which such Purchaser
Party deems material then, subject to Section 2.14(a), such Purchaser Party
shall promptly notify the Company thereof and the Company shall from time to
time pay to such Purchaser Party, within 15 days after request by such Purchaser
Party, such additional amounts as may be specified by such Purchaser Party as
sufficient to compensate such Purchaser Party for such increased cost or
reduction.


                                       22
<PAGE>

                  (b) Capital Costs. If a Regulatory Change regarding capital
adequacy has the effect of reducing the rate of return on the capital of or
maintained by any Purchaser Party, or any company controlling such Purchaser
Party, as a consequence of such Purchaser Party's holding Notes or having any
obligations hereunder to a level below that which such Purchaser Party or
company could have achieved but for such Regulatory Change (taking into account
such Purchaser Party's or company's policies with respect to capital adequacy)
by an amount which such Purchaser Party deems material, then, subject to Section
2.14(a), such Purchaser Party shall promptly notify the Company thereof and the
Company shall from time to time pay to such Purchaser Party, within 15 days
after request by such Purchaser Party, such additional amounts as may be
specified by such Purchaser Party as sufficient to compensate such Purchaser
Party or company for such reduction in return, to the extent such Purchaser
Party or such company determines such reduction to be attributable to the
existence or maintenance of such Notes or obligations for the account of the
Company.

                  (c) Exceptions. The Company shall not be obligated to make any
payment to any Purchaser Party under Section 2.11(a) or (b) to the extent such
Purchaser Party has already received compensation for such increased costs or
reduction pursuant to another Section of this Agreement. No payment shall be due
or owing under this Section 2.11 on account or in respect of Taxes or any
liability, deduction or withholding in respect of Taxes. To the extent that any
amount otherwise payable under this Section 2.11 would result in a payment on
account of Taxes, then Section 2.12 shall govern with respect to such payment on
account of Taxes.

      Section 2.12 Taxes.

                  (a) If the Company or the Paying Agent is required by
Applicable Law to make any deduction or withholding in respect of any Taxes
(other than Excluded Taxes) from any amount payable under any Note Document by
the Company to the Paying Agent or by the Company or the Paying Agent to, or for
the account of, any Purchaser Party, the Company shall pay to the Paying Agent
or the Company, for itself or on behalf of the Paying Agent, shall pay to, or
for the account of, such Purchaser Party, on the date such amount is payable,
such additional amounts as may be necessary to ensure that the net amounts
received by it or for its account, in the aggregate, after all applicable
deductions or withholdings, shall equal the amount that the Paying Agent or such
Purchaser Party would have been entitled to receive under the Note Documents if
no deductions or withholdings were made; provided that the foregoing shall not
apply to any Taxes imposed on any payments made by the Administrative Agent to
or for the account of any other Purchaser Party from or to any jurisdiction
other than Israel, the United States or Canada. Promptly after obtaining
knowledge of such deduction or withholding, the Company shall provide notice
thereof to the Paying Agent, or to such Purchaser Party, as the case may be,
which notice shall include the additional amounts necessary due to such
deduction or withholding. If the Company or the Paying Agent shall deduct or
withhold any Taxes from any payments under the Note Documents, it shall provide
to the relevant Purchaser Party for whose account such payment was made, to the
extent available to the Company or the Paying Agent, (i) a statement setting
forth the amount and type of Taxes so deducted or withheld, the applicable rate
and any other information or documentation that the Paying Agent or such
Purchaser Party may reasonably request and (ii) as promptly as possible after
payment is made to the relevant Governmental Authority, a certified copy of any
original official receipt received by the Company showing payment.


                                       23
<PAGE>

                  (b) If any Purchaser Party is required to make any payment on
account of Taxes (other than Excluded Taxes) on or in relation to any sum
received or receivable by it under any Note Document, or any liability for Taxes
(other than Excluded Taxes) in respect of any such payment is imposed, levied or
assessed against such Purchaser Party, whether or not correctly or legally
imposed, then (i) such Purchaser Party shall promptly notify the Administrative
Agent and the Company and shall provide such evidence thereof, in such form as
is reasonably specified by the Company, and such cooperation as the Company may
reasonably request, and (ii) the Company or the Paying Agent, as the case may
be, shall promptly pay to such Purchaser Party such additional amounts as may be
necessary to ensure that the amount received by such Purchaser Party, less any
such Taxes paid, imposed, levied or assessed, including any Taxes (other than
Excluded Taxes) imposed on such additional amounts, shall equal the amount that
such Purchaser Party would have been entitled to retain under the Note Documents
in the absence of the payment, imposition, levy or assessment of such Taxes.
Notwithstanding anything in this Section 2.12(b) to the contrary, neither the
Company nor the Paying Agent will be required to indemnify any Purchaser Party
for any Taxes imposed on payments made by the Administrative Agent to or for the
account of any other Purchaser Party from or to any jurisdiction other than
Israel, the United States or Canada.

                  (c) [Reserved].

                  (d) Upon the written request of the Company, each Purchaser
Party shall promptly provide to the Company, the Paying Agent, the
Administrative Agent and the Collateral Agent such form, certification or
similar documentation (each duly completed, accurate and signed) as is required
by Brazil or any other jurisdiction otherwise imposing Taxes and specified by
the Company in such request, but only if required or permitted under Applicable
Law, in order to obtain an exemption from, or reduced rate of, deduction,
payment or withholding of Taxes to which such Purchaser Party is entitled
pursuant to an applicable tax treaty or the laws of Brazil or such other
jurisdiction; provided that no Purchaser Party shall have any obligation to
provide such form, certification or similar document if, in the sole judgment of
such Purchaser Party, the provision of such form, certification or similar
document will be unduly burdensome, will require such Purchaser Party to
disclose any confidential or proprietary information (including, without
limitation, its Tax returns and Tax calculations that are not otherwise publicly
available) or will otherwise be disadvantageous to such Purchaser Party. Subject
to the proviso in the immediately preceding sentence, the Company shall not be
required to indemnify any Purchaser Party under Section 2.12(a) or 2.12(b) for
any Taxes to the extent that such Taxes would not be imposed but for the failure
by such Purchaser Party to provide any form, certification or similar document
as required by this subsection; provided that if a Purchaser Party that is
otherwise exempt from or subject to a reduced rate of withholding tax, becomes
subject to Taxes because of its failure to deliver a form required hereunder,
the Company shall take such steps as such Purchaser Party shall reasonably
request to assist such Purchaser Party to recover such Taxes.


                                       24
<PAGE>

      Section 2.13 Compensation for Funding Losses. The Company shall pay to the
Administrative Agent on behalf of any Purchaser, upon demand by such Purchaser,
such amount or amounts as such Purchaser determines is or are necessary to
compensate it for any loss, cost, expense or liabilities incurred (including any
loss, cost, expense or liability incurred by reason of the liquidation or
redeployment of deposits but not for any lost profits) by it as a result of any
payment, prepayment, repurchase or conversion of any Euro-Dollar Rate Note for
any reason (excluding by reason of a Mandatory Repurchase, but including by
reason of an acceleration pursuant to Section 6.2 or by operation of Section
2.10) on a date other than the last day of an Interest Period applicable to such
Euro-Dollar Rate Note. The loss to any Purchaser attributable to any such event
shall be deemed to be an amount determined by such Purchaser to be equal to the
excess, if any, of (i) the amount of interest that such Purchaser would pay for
a deposit equal to the principal amount of the applicable Euro-Dollar Rate Note
so paid, prepaid, repurchased, converted or not issued, as applicable, for the
period from the date of such payment, prepayment, repurchase, conversion or
failure to the last day of the then current Interest Period for such Euro-Dollar
Rate Note (or, in the case of a failure to issue, the duration of the initial
Interest Period that would have been in effect with respect to such Note) if the
interest rate payable on such deposit were equal to the Adjusted Euro-Dollar
Rate for such Interest Period, over (ii) the amount of interest that such
Purchaser would earn on such principal amount for such period if such Purchaser
were to invest such principal amount for such period at the interest rate that
would be offered by such Purchaser (or an Affiliate of such Purchaser) for
dollar deposits from other banks in the eurodollar market at the commencement of
such period.

      Section 2.14 Certificates Regarding Yield Protection, Etc.

                  (a) Any request by any Purchaser Party for payment of
additional amounts pursuant to Sections 2.11, 2.12 and 2.13 shall be submitted
through the Administrative Agent and shall be accompanied by a certificate of
such Purchaser Party setting forth in reasonable detail the basis and
calculation of the amount of such request. In determining the amount of such
payment, such Purchaser Party may use such reasonable attribution or averaging
methods as it deems reasonably appropriate and practical.


                                       25
<PAGE>

                  (b) Before any Purchaser Party requests compensation under
Section 2.11 or 2.12, such Purchaser Party shall designate a different
Applicable Purchasing Office if such designation (i) will avoid the need for
such request or reduce the amount payable under such Section and (ii) will not
cause the imposition on such Purchaser Party of any additional costs or legal,
regulatory or administrative burdens deemed by such Purchaser Party to be
material or otherwise deemed by such Purchaser Party in its absolute and sole
discretion to be disadvantageous to it.

                  (c) Failure or delay on the part of any Purchaser Party to
demand compensation pursuant to Section 2.11 by submitting a certificate
requesting same in accordance with this Section 2.14 shall not constitute a
waiver of such Purchaser Party's right to demand such compensation, provided
such demand is made within one year of the date the Purchaser Party incurred
such additional cost or expense.

      Section 2.15 Applicable Purchasing Office; Discretion of Purchasers as to
Manner of Funding. Each Purchaser may purchase, carry or transfer Euro-Dollar
Rate Notes at, to, or for the account of an Affiliate of the Purchaser, provided
that such Affiliate shall not be entitled to receive any greater amount under
Section 2.11 or 2.12 as a result of the transfer of any such Note than such
Purchaser would be entitled to immediately prior thereto unless (a) such
transfer occurred at a time when circumstances giving rise to the claim for such
greater amount did not exist or (b) such claim would have arisen even if such
transfer had not occurred. Notwithstanding any other provision of this
Agreement, each Purchaser shall be entitled to purchase all or any part of its
Euro-Dollar Rate Notes in any lawful manner it sees fit.

      Section 2.16 No Set-Off Regarding Vendor Supply Agreement. The obligations
of the GVT Parties to pay all their respective Obligations under this Agreement
shall not be affected by (a) any set-off, counterclaim, recoupment, deduction,
abatement, suspension, diminution, reduction, defense or other right that the
Company or any of its Subsidiaries may have against the Vendor for any reason
whatsoever arising under or pursuant to the Vendor Supply Agreement or otherwise
relating to the purchase of goods or services from the Vendor, (b) any defect in
the condition, design, operation or fitness for use of, or any damage to or loss
or destruction of, any equipment, material or service provided by the Vendor
under the Vendor Supply Agreement, (c) any insolvency, bankruptcy,
reorganization or similar proceedings by or against the Company or any Guarantor
or affecting any of its properties, (d) any action of any Governmental Authority
or any damage to or destruction of or any taking of the Company's or any
Guarantor's property or any part thereof, (e) any change, waiver, extension,
indulgence or failure to perform or comply with, or other action or omission
herein or in the other Note Documents (except for express written amendments to
this Agreement and other Note Documents as and in the manner permitted under
this Agreement or the other Note Documents), (f) any dissolution of the Company
or any other GVT Party, whether or not permitted under the Note Documents, (g)
any inability or illegality with respect to the use or ownership of the
Company's or any other GVT Party's property, (h) any failure to obtain, or
expiration, suspension or other termination of, or interruption to any required
Governmental Approvals, (i) any lack of power or authority of the Administrative
Agent or any other Purchaser Party or the Company or (j) any other event or
circumstance whatsoever, whether or not similar to any of the foregoing and
whether or not the Company or any other GVT Party shall have notice or knowledge
of any of the foregoing, it being the intention of the Administrative Agent and
the other Purchaser Parties, the Company and the other GVT Parties that the
Obligations of the Company and the other GVT Parties hereunder and under the
other Note Documents shall be absolute and unconditional and shall be separate
and independent covenants and agreements and shall continue unaffected unless
the requirements to pay or perform the same shall have been amended or
terminated pursuant to an express provision hereof or of any of the other Note
Documents.


                                       26
<PAGE>

                                  ARTICLE III

                               CLOSING CONDITIONS

      Section 3.1 Closing Conditions. The occurrence of the Closing Date, the
obligations hereunder of all parties hereto and the effectiveness of this
Agreement are subject to the conditions precedent specified in Section 2.1 of
the Common Terms Agreement having been met in form and substance satisfactory
to, or waived by, the Collateral Agent and each of the Purchaser Parties and
Noteholders.

                                   ARTICLE IV

                         REPRESENTATIONS AND WARRANTIES

            The Company hereby repeats herein as of the date hereof and as of
the Closing Date, by reference to the law, facts and circumstances existing on
such dates, all of the representations and warranties set forth in Article 3 of
the Common Terms Agreement, which representations and warranties are hereby
incorporated herein by reference.

                                    ARTICLE V

                            COVENANTS OF THE COMPANY

      Section 5.1 Common Terms Agreement. The affirmative and negative covenants
set forth in Articles 4 and 5 of the Common Terms Agreement are hereby
incorporated by reference.

      Section 5.2 Syndication Efforts

                  (a) The Company hereby agrees to cooperate with the
Administrative Agent and the Initial Purchaser in connection with two (2)
syndication efforts (each a "Syndication"), at such times as the Administrative
Agent or the Initial Purchaser may elect; provided however that each Syndication
shall not exceed ninety (90) days from the time that the Memorandum (as defined
below) in connection with such Syndication has been finalized, completed and
signed (the "Syndication Period"); provided, further, that if any Syndication
shall be terminated or discontinued as a result of a Market Material Adverse
Effect, the Company shall cooperate with the Administrative Agent and the
Initial Purchaser in connection with one (1) additional syndication effort. In
connection therewith, the Company shall provide the Administrative Agent and its
legal counsel and consultants with such information and access to their
respective officers, directors, employees, accountants, and legal counsel as may
be reasonably requested for the purpose of performing due diligence and
preparing an information memorandum or like presentation package (the
"Memorandum") for distribution to financial institutions and other Persons who
may be interested in participating in the Notes (together with the Initial
Purchaser, the "Syndicate"). The information requested pursuant to this Section
5.2 may include, but may not be limited to, general industry information and
information concerning the Company generally, along with historic and projected
financial information of the Company; provided, however, that the Company shall
be under no obligation to provide any information that it is not obligated to
provide under Section 4.8(b)(viii) of the Common Terms Agreement.


                                       27
<PAGE>

                  (b) The Company agrees to make reasonable changes in this
Agreement and the other Note Documents as needed to complete the Syndications,
which changes would not be adverse in any material respect to the Company and
would not modify the rate, payment terms, or stated maturity of the Notes.

                  (c) Prior to delivery of the Memorandum to any potential
Syndicate member, one or more knowledgeable Senior Officers of the Company shall
review the Memorandum and will provide a certificate to the Administrative Agent
and the Initial Purchaser stating that, to the best of each such Senior
Officer's knowledge, the information included in the Memorandum is correct in
all material respects and does not contain any untrue statement of a material
fact or omit to state any fact necessary to make such information not materially
misleading or identifying and correcting such untrue statements and/or
omissions. The Company shall be required to update the Memorandum while any
Syndication is ongoing as reasonably requested by the Administrative Agent
provided, however, that the Company shall be under no obligation to provide any
information that it is not obligated to provide under Section 4.8(b)(viii) of
the Common Terms Agreement.

                  (d) The Company hereby agrees that no other major financing
for the Company will be syndicated by or with the cooperation of the Company in
the global bank markets which would jeopardize the success of any Syndication by
using up a substantial portion of the Company's credit capacity (other than a
syndication of the Other Notes under the Other Note Purchase Agreements) during
the period beginning on the date on which the Administrative Agent or the
Initial Purchaser notifies the Company that it will begin Syndication and ending
on the earliest of (i) 150 days after such date; (ii) the date on which the
Syndication is terminated or discontinued for any reason (and such termination
or discontinuation is confirmed in writing by the Administrative Agent) and
(iii) the expiration of the Syndication Period.

      Section 5.3 Certain Regulatory Restrictions. The Purchaser Parties and the
Company acknowledge and agree that the Company may require certain Central Bank
foreign exchange approvals in the future in order to utilize the commercial
foreign exchange markets to make remittances in Dollars out of Brazil with
respect to payments to the Administrative Agent or to the Paying Agent not
specifically identified in the related Central Bank Registration existing on the
Closing Date or issued thereafter; provided that the failure to have or receive
any such approvals does not (and shall not be deemed to) limit in any respect
the Company's obligations under the Note Documents, including their respective
obligations to pay all amounts due hereunder and thereunder in Dollars in the
amounts and at the times provided for herein and therein.


                                       28
<PAGE>

      Section 5.4 Performance of Political Risk Insurance. The Company agrees
to: (i) cooperate with each Purchaser in obtaining and maintaining Political
Risk Insurance, (ii) take such actions as are necessary or are otherwise
reasonably requested by any Agent or Purchaser to enable such Agent or such
Purchaser, as the case may be, to perform its respective obligations under such
Political Risk Insurance in the event of a loss covered by such Political Risk
Insurance, including, without limitation, the establishment and maintenance by
the Company of an account with a financial institution or governmental
institution for the deposit of Brazilian Reais in the event that such an account
is required to be established under any Political Risk Insurance in connection
with any claim of currency inconvertibility or transferability, and (iii)
provided the Company has notice of the terms of such Political Risk Insurance,
take no action which pursuant to the terms of, or the exclusions from coverage
under, any Political Risk Insurance disclosed to the Company could reasonably be
likely to result in the termination of, or a denial of any claim under, such
Political Risk Insurance; it being understood that the obligation to pay
premiums under any Political Risk Insurance shall be the obligation of the
Purchaser insured thereunder.

                                   ARTICLE VI

                                EVENTS OF DEFAULT

      Section 6.1 Events of Default. The occurrence of any one or more of the
"Events of Default" described in Article 6 of the Common Terms Agreement shall
constitute an event of default (each an "Event of Default") hereunder.

      Section 6.2 Remedies.

                  (a) If an Event of Default occurs under Section 6.1(f) or
Section 6.1(g) of the Common Terms Agreement, the unpaid principal amount of the
Notes and all other Obligations due to the Purchasers under this Agreement shall
automatically become immediately due and payable, all without presentment,
demand, protest, any additional notice or other requirements of any kind
(including notice of dishonor and notice of intent to accelerate), all of which
are hereby expressly waived by the Company.

                  (b) If an Event of Default occurs and is continuing, other
than under Section 6.1(f) or 6.1(g) of the Common Terms Agreement, the
Administrative Agent may, or upon written request of the Required Purchasers
shall, (1) deliver a notice of default (a "Notice of Default") to the Collateral
Agent, and/or (2) notify the Collateral Agent of their desire to declare the
outstanding principal amount of the Notes and all other Obligations due to the
Purchasers to be, and subject to clause (c) below, the same shall thereupon
become, due and payable to the Purchasers, all without presentment, demand,
protest, any additional notice or other requirements of any kind (including
notice of dishonor and notice of intent to accelerate), all of which are hereby
expressly waived by the Company.


                                       29
<PAGE>

                  (c) Notwithstanding anything in this Section 6.2 to the
contrary, the exercise of rights and remedies of the Administrative Agent and
the Purchasers hereunder, under the Pari Passu Collateral Documents, under the
other Note Documents and under Applicable Law, shall be subject to the terms and
conditions of the Collateral Agency and Intercreditor Agreement.

                                  ARTICLE VII

             THE ADMINISTRATIVE AGENT, THE PURCHASERS AND CO-AGENTS

      Section 7.1 Authorization and Action.

                  (a) Each Purchaser hereby irrevocably appoints and authorizes
the Administrative Agent to act as its agent hereunder and under the other Note
Documents (i) to agree, execute and deliver or accept, on its behalf, the other
Note Documents, any other documents, instruments and agreements related thereto
or hereto and any amendments, supplements, waivers, consents or modifications of
any of the foregoing and (ii) to take such action on its behalf under the
provisions hereof and the other Note Documents and to exercise such rights,
remedies, powers and privileges hereunder and thereunder as are delegated to the
Administrative Agent by the terms hereof and thereof, together with such rights,
remedies, powers and privileges as are reasonably incidental thereto.

                  (b) The Administrative Agent shall not have any duties or
responsibilities except those expressly set forth in the Note Documents. No duty
to act, or refrain from acting, and no other obligation, covenant,
responsibility or liability whatsoever, shall be implied on the basis of any
right, power or authority granted to the Administrative Agent or shall become
effective in the event of any temporary or partial exercise of such rights,
power or authority. The Administrative Agent shall not be required to exercise
any right, power, remedy or privilege granted to it in any Note Document, to
ascertain or inquire whether any Default or Event of Default has occurred and is
continuing, or to inspect the property (including the books and records) of the
Company or to take any other affirmative action, except as expressly provided in
Section 6.2 or elsewhere in the Note Documents, or unless requested or directed
to do so in accordance with the provisions of Section 8.3 or the provisions of
the Collateral Agency and Intercreditor Agreement.

                  (c) Without limiting the generality of the foregoing, the use
of the term "agent" in this Agreement with respect to the Administrative Agent
is not intended to connote any fiduciary or other express or implied obligation
arising under agency doctrine or any other Applicable Law; instead, such term is
used merely as a matter of market custom and is intended to create or reflect
only an administrative relationship among independent contracting parties;
provided, however, that the Company Parties are entitled to assume that any
action taken by the Administrative Agent purportedly on behalf of a Purchaser
has been duly authorized by, and is binding upon, such Purchaser and the Company
Parties may rely upon such actions for all purposes under the Note Documents.


                                       30
<PAGE>

                  (d) The duties of the Administrative Agent shall be mechanical
and administrative in nature. The Administrative Agent shall not have by reason
of this Agreement a fiduciary relationship in respect of any other Purchaser
Party. Except for notices, reports and other documents and information expressly
required to be furnished to the Purchaser Parties by the Administrative Agent
hereunder, the Administrative Agent shall not have any duty or responsibility to
provide any Purchaser Party with any credit or other information concerning the
affairs, financial condition or business of the Company that may come into the
possession of the Administrative Agent or any of its Affiliates.

      Section 7.2 Exculpation; Administrative Agent's Reliance; Etc. Neither the
Administrative Agent in its capacity as such nor any of its directors, officers,
agents, attorneys or employees shall be liable to the Company or any other
Purchaser Party for any action lawfully taken or omitted to be taken by it or
them (whether negligently or otherwise) under or in connection with any Note
Document (a) with the consent or at the request of the Required Purchasers
(except as otherwise provided in Section 8.3 or in the Collateral Agency and
Intercreditor Agreement), or (b) in any other circumstances, except for its or
their own gross negligence or willful misconduct. The Administrative Agent makes
no warranty or representation to any other Purchaser Party and shall not be
responsible to any other Purchaser Party for any recitals, statements,
warranties or representations made in, or in connection with, any Note Document
or for the execution, effectiveness, genuineness, validity, enforceability,
collectibility, or sufficiency of any Note Document or any financial
information, opinions of counsel or other documents executed and delivered
pursuant thereto, or for the financial condition of the Company. The
Administrative Agent shall not be responsible to any Purchaser for the
satisfaction of any condition specified in Article III hereof or Article 2 of
the Common Terms Agreement, except receipt of items required to be delivered to
the Administrative Agent, or for the value, effectiveness, priority,
genuineness, validity, of any Collateral or any Lien thereon. The Administrative
Agent may treat the Purchaser identified in the Register as the holder of any
Note as the holder thereof until the Administrative Agent receives the related
Assignment and Acceptance signed by such Purchaser and the assignee and in form
satisfactory to the Administrative Agent. The Administrative Agent shall be
entitled to rely upon any notice, certificate or other writing believed by the
Administrative Agent to be genuine and correct and to have been signed or sent
by the proper Person or Persons. The Administrative Agent shall be entitled to
consult with legal counsel, independent public accountants and other experts
selected by the Administrative Agent and to act in reliance upon the advice of
such counsel and other experts concerning its actions and duties hereunder.

      Section 7.3 Administrative Agent and Affiliates. The Administrative Agent
shall, in its capacity as a Purchaser, have the same rights, powers and
obligations under this Agreement and the other Note Documents as any other
Purchaser and may exercise or refrain from exercising the same as though it were
not the Administrative Agent, including the right to give or deny consent to any
action requiring consent or direction of the Required Purchasers (or, as
provided in Section 8.3 or in Section 6.1 or 6.2 of the Collateral Agency and
Intercreditor Agreement). The Administrative Agent in its individual capacity
and its Affiliates may accept deposits from, lend money to, act as trustee under
indentures of, and generally engage in any kind of business with, the Company,
any of its Subsidiaries and any Affiliate of the Company, all as if the
Administrative Agent were not the Administrative Agent and without any duty to
account therefor to the Purchasers. The Administrative Agent shall be entitled
to receive from the Company or from the Paying Agent its fees or portions
thereof in connection with this transaction without any liability to account
therefor to any other Purchaser, except as the Administrative Agent may have
expressly agreed.


                                       31
<PAGE>

      Section 7.4 Purchaser Credit Decision; Acknowledgment of Use of Proceeds
Benefiting the Initial Purchaser. Each Purchaser Party acknowledges that it has,
independently and without reliance upon any Agent or any other Purchaser Party
and based on such documents and information as it has deemed appropriate, made
its own credit analysis and decision to enter into this Agreement. Each
Purchaser Party also acknowledges that it will, independently and without
reliance upon the Administrative Agent or any other Purchaser Party and based on
such documents and information as it shall deem appropriate at the time,
continue to make its own credit decisions in taking or not taking action under
the Note Documents. Each Purchaser Party expressly recognizes that the proceeds
of a significant portion of the Notes have been used to make payments to the
Vendor under the Vendor Supply Agreement and expressly agrees that the Initial
Purchaser, whether or not it is the Vendor, shall have the rights and
obligations specified under this Agreement, all without regard to the fact that
such proceeds have been used for such purpose and that the Vendor Supply
Agreement exists.

      Section 7.5 Indemnification. The Administrative Agent shall in no event be
required to take any action under the Note Documents or in relation thereto not
expressly specified therein, unless it shall first be indemnified to its
satisfaction by the other Purchasers against any and all liability and expense
that it may incur by reason of taking any such action. Each Purchaser agrees to
indemnify and hold the Administrative Agent harmless (to the extent not promptly
paid or reimbursed by the Company or, to the extent required by Section 8.1, the
Initial Purchaser), ratably according to the aggregate principal amount of Notes
held by them, from and against any and all (a) costs, expenses and other amounts
incurred by the Administrative Agent otherwise payable by the Company pursuant
to Section 8.1 and (b) Indemnified Liabilities that may be imposed on, incurred
by, or asserted against the Administrative Agent, except to the extent they
resulted from the gross negligence or willful misconduct of the Administrative
Agent. Without limitation of the foregoing, each Purchaser agrees to reimburse
the Administrative Agent promptly upon demand for its ratable share of any
out-of-pocket expenses (including reasonable outside counsel fees) incurred by
the Administrative Agent in connection with the administration, modification,
amendment or enforcement (whether through negotiations, legal proceedings or
otherwise) of, or legal advice in respect of rights or responsibilities under,
the Note Documents, to the extent that the Administrative Agent is not promptly
reimbursed for such expenses by the Company.

      Section 7.6 Successor Administrative Agent. Subject to the penultimate
sentence of this Section 7.6, the Administrative Agent may resign at any time as
Administrative Agent under the Note Documents by giving thirty (30) days'
written notice thereof to the Purchasers and the Company. Upon any such
resignation, the Required Purchasers shall have the right to appoint a successor
Administrative Agent, which shall be reasonably satisfactory to the Initial
Purchaser, unless the Initial Purchaser Release Date shall have occurred, and
the Company, unless a Default or Event of Default shall then exist; provided
that the Company shall not unreasonably withhold its consent to the appointment
of any successor Administrative Agent, and any affiliate or successor of ECI,
any entity created upon a reorganization of ECI or any affiliate or successor of
any entity created upon a reorganization of ECI, including, without limitation,
any entity surviving upon a merger of ECI with any other Person, may become a
successor Administrative Agent hereunder without the consent of any Person. If
no successor Administrative Agent shall have been so appointed by the Required
Purchasers, and shall have accepted such appointment, within sixty (60) days
after the retiring Administrative Agent's notice of resignation, then the
retiring Administrative Agent may, on behalf of the other Purchaser Parties,
appoint a successor Administrative Agent, which shall (i) be a financial
institution or a branch or agency of a financial institution, organized or
licensed to do business under the laws of the United States of America or any
State thereof and (ii) be entitled to charge customary administrative agency
fees. Upon the acceptance of any appointment as the Administrative Agent by a
successor Administrative Agent, such successor Administrative Agent shall
thereupon succeed to and become vested with all the rights, powers, privileges
and duties of the retiring Administrative Agent, and the retiring Administrative
Agent shall be discharged of its duties and obligations under the Note
Documents. Upon any retiring Administrative Agent's resignation, the provisions
of this Article VII (as well as other expense reimbursement, indemnification and
exculpatory provisions in the other Note Documents) shall continue in effect for
its benefit as to any actions taken or omitted to be taken by it while it was
Administrative Agent.


                                       32
<PAGE>

      Section 7.7 Purchaser Parties. The provisions of this Article VII are
solely for the benefit of the Administrative Agent and the other Purchaser
Parties and the Company shall not have any rights to rely on or enforce any of
the provisions hereof (except that (a) the provisions of Section 7.6, unless a
Default or an Event of Default shall then exist, and of Sections 7.8(c) and
7.9(a) are also for the benefit of the Company and (b) the Company is entitled
to rely on any release executed by the Administrative Agent as authorized by
Section 7.8). In performing its functions and duties under the Note Documents,
except as expressly otherwise provided in Section 8.6(c), the Administrative
Agent shall act solely as Administrative Agent of the Purchasers and does not
assume and shall not be deemed to have assumed any obligation toward or
relationship of agency or trust with or for the Company.

      Section 7.8 Collateral and Guaranty Matters.

                  (a) The Administrative Agent is hereby authorized to act as,
or to appoint and authorize any Person or Person specified herein to act as,
and, pursuant to Article 653 of the Brazilian Civil Code, does hereby appoint
and authorize the Collateral Agent to act as, attorney-in-fact for purposes of
Article 684 of the Brazilian Civil Code subject to the terms and conditions set
forth herein. The Administrative Agent is further hereby authorized to act as,
or to appoint and authorize the Person or Persons specified in the Collateral
Agency and Intercreditor Agreement to act as, Collateral Agent on behalf of the
Secured Parties under the Collateral Agency and Intercreditor Agreement, the
Pari Passu Collateral Documents and the other Note Documents, as applicable,
subject to the terms and conditions set forth in such documents.


                                       33
<PAGE>

                  (b) Except for any matters expressly subject to the consent or
approval of the Administrative Agent under the Note Documents, the
Administrative Agent shall not, without the prior approval of the Required
Purchasers, or as otherwise provided in the Collateral Agency and Intercreditor
Agreement, consent to any departure by the Company from the terms of, waive any
default or otherwise amend this Agreement or any other Note Document. The
Administrative Agent will not take any action contrary to the written direction
of the Required Purchasers, will take any lawful action not contrary to the
provisions of the Note Documents prescribed in written instructions of the
Required Purchasers, or as otherwise provided in the Collateral Agency and
Intercreditor Agreement, and, as to any matters not expressly provided for by
the Note Documents, may decline to take any action, except upon the written
instructions of the Required Purchasers, or as otherwise provided in the
Collateral Agency and Intercreditor Agreement. If such instructions are
requested by the Administrative Agent reasonably promptly, the Administrative
Agent shall be absolutely entitled to refrain from taking any action and shall
not have any liability to the Company or any of its Subsidiaries or any other
Purchaser Party or Purchaser (as defined in the Common Terms Agreement) for
refraining from taking any action until it shall have received such
instructions; provided, however, that the Administrative Agent shall in no event
be required to take or refrain from taking any action that would, in the
Administrative Agent's opinion, (i) be contrary to the provisions of any Note
Document or Applicable Law or (ii) be reasonably likely to result in material
liability to the Administrative Agent.

                  (c) The Purchasers hereby irrevocably authorize the
Administrative Agent to, or to join with the Collateral Agent, in its
discretion, in any release of any Lien held by the Collateral Agent upon any
Collateral (i) from and after the day of termination of any Pari Passu
Collateral Document pursuant to the terms thereof; (ii) constituting property
being sold or disposed of if the Company certifies to the Administrative Agent
and the Collateral Agent that (A) the sale or disposition is permitted under the
relevant Pari Passu Collateral Document or the Common Terms Agreement and (B)
all applicable provisions of the Common Terms Agreement are being complied with
in connection therewith (and the Administrative Agent and the Collateral Agent
may rely conclusively on any such certificate, without further inquiry, unless
notified to the contrary by the Required Purchasers, or as otherwise provided in
the Collateral Agency and Intercreditor Agreement); or (iii) as otherwise
approved, authorized or ratified in writing in accordance with Sections 2.8 and
6.2 of the Collateral Agency and Intercreditor Agreement; provided, however,
that (A) the Administrative Agent shall not be required to execute any such
documents on terms that create any obligation or entail any consequence other
than the release of such Liens without recourse or warranty, and (B) such
release shall not in any manner discharge, affect or impair the Obligations
under this Agreement, the Guaranties or any other Liens upon (or obligations of
the Company in respect of) the assets retained by the Company, including the
proceeds of any Asset Disposition, each of which shall continue to constitute
part of the Collateral to the extent provided in the Common Terms Agreement and
the Pari Passu Collateral Documents. Upon request by the Administrative Agent at
any time, the other Purchaser Parties will confirm in writing the Administrative
Agent's and Collateral Agent's authority to release particular types or items of
Collateral pursuant to this Section 7.8(c).


                                       34
<PAGE>

                  (d) Neither the Administrative Agent nor the Collateral Agent
shall have any obligation whatsoever to any other Purchaser Party or other
Person to assure that the Collateral exists or is owned by the Company or
(except as otherwise expressly required by the Pari Passu Collateral Documents)
is cared for, protected or insured, or that the Liens of the Collateral Agent
thereunder have been properly created, perfected, protected or enforced or are
entitled to any particular priority.

                  (e) Except as otherwise provided in the Pari Passu Collateral
Documents and the Collateral Agency and Intercreditor Agreement, the Collateral
Agent, in its discretion, may act in any manner it may deem appropriate in
respect of the Collateral.

      Section 7.9 Payments; Availability of Funds; Certain Notices

                  (a) If the Administrative Agent shall fail to deliver to any
other Purchaser Party its share of any payment received from the Paying Agent,
the Collateral Agent or the Company, as the case may be, as and when required by
Section 2.8, neither the Paying Agent, the Collateral Agent nor the Company
shall have any liability therefor and the Administrative Agent shall pay to such
Purchaser Party its share of such payment together with interest on such amount
at the Federal Funds Rate, for each day from the date such amount was required
to be paid to such Purchaser Party until the date the Administrative Agent pays
such amount to such Purchaser Party, calculated as set forth in Section 2.3(d).

                  (b) Unless the Administrative Agent shall have been notified
by the Company prior to the date on which the Company is required to make any
payment hereunder (including, in the case of the Company, any payment in
satisfaction of its indemnification obligations hereunder or under the Common
Terms Agreement) that it does not intend to make available to the Administrative
Agent such payment, the Administrative Agent may assume that the Company will
make such amount available to the Administrative Agent on such date and the
Administrative Agent may, in reliance upon such assumption (but shall not be
required to), make available to the Purchaser Parties a corresponding amount. If
such corresponding amount is not in fact made available to the Administrative
Agent by the Company, the Administrative Agent shall be entitled to recover such
amount on demand from the Company. Such amount shall be payable together with
interest thereon from the day on which such corresponding amount was made
available by the Administrative Agent to the Purchaser Party to the date of
payment by the Company at a rate of interest equal to the interest rate
applicable to the Note.

                  (c) The Administrative Agent shall promptly notify the
Purchaser Parties telephonically or by facsimile of any automatic continuation
of any Euro-Dollar Rate Note pursuant to Section 2.3(c)(iv), the Adjusted
Euro-Dollar Rate for each Interest Period (and the relevant interest rate), and
the date of any expected payment and all other material notices transmitted by
the Company.


                                       35
<PAGE>

      Section 7.10 Obligations of Purchaser Parties Several; Right to Initiate
Judicial Proceedings.

                  (a) Each Purchaser Party's obligations hereunder are several,
and not joint or joint and several. The failure of any Purchaser Party to
purchase any Note or otherwise to perform its obligations hereunder will not
increase the obligations of any other Purchaser Party. Notwithstanding the
foregoing, any Purchaser may assume, but shall have no obligation to any Person
to assume, any non-performing Purchaser's obligation to purchase a Note. Nothing
contained in this Agreement and no action taken by the Administrative Agent or
any other Purchaser Party pursuant to this Agreement shall be deemed to
constitute the Administrative Agent and any other Purchaser Party to be a
partnership, an association, a joint venture or any other kind of entity.

                  (b) Pursuant to the provisions of the Collateral Agency and
Intercreditor Agreement, the Collateral Agent has the right and power to
institute and maintain such suits and proceedings as it may deem appropriate to
protect and enforce the rights vested in it by the Collateral Agency and
Intercreditor Agreement and the Pari Passu Collateral Documents and may, either
after entry or without entry, proceed by suit or suits at law or in equity to
enforce such rights and to foreclose upon Collateral and to sell all or, from
time to time, any of the Collateral as permitted by the Pari Passu Collateral
Documents; provided, however, that the Collateral Agent shall not be required to
exercise any discretionary power granted to the Collateral Agent in the
Collateral Agency and Intercreditor Agreement or the Pari Passu Collateral
Documents.

                  (c) Subject to the terms of the Collateral Agency and
Intercreditor Agreement, the Administrative Agent has the right and power to
institute and maintain such suits and proceedings as it may deem appropriate to
protect and enforce the rights vested in it by this Agreement and the other Note
Documents and may, either after entry or without entry, proceed by suit or suits
at law or in equity to enforce such rights.

      Section 7.11 Co-Agents. No Co-Agent, in such capacity, shall have any
right, power, obligation, liability, duty or responsibility whatsoever under the
Note Documents to, and no Co-Agent shall be deemed to have any fiduciary
relationship with, any Purchaser. Each Purchaser acknowledges that it has not
relied, and will not rely, on any of the Co-Agents in deciding to enter into
this Agreement or in taking or not taking any action hereunder. Each of the
Co-Agents shall be entitled to all immunities and indemnities of the
Administrative Agent provided in this Article VII, mutatis mutandis.

      Section 7.12 [RESERVED].

      Section 7.13 Common Terms Agreement; Paying Agency Agreement.

                  (a) Each Purchaser Party hereby approves the form of the
Common Terms Agreement and the other Note Documents attached as exhibits to the
Common Terms Agreement or delivered pursuant to Section 2.1(b) of the Common
Terms Agreement and hereby authorizes each of the Administrative Agent and the
Collateral Agent on its behalf to accept from the GVT Parties and execute and
deliver as Administrative Agent or Collateral Agent, as applicable, and on
behalf of the Purchasers, the Common Terms Agreement and other Note Documents in
substantially the form of such exhibits or the form so delivered, with such
changes, additions or deletions as the Administrative Agent and Collateral
Agent, in their reasonable discretion, may approve as reasonably necessary or
appropriate, such approval to be conclusively evidenced by the Administrative
Agent's and Collateral Agent's acceptance or execution thereof. Without
limitation, each Purchaser agrees to be bound by the Common Terms Agreement and
such other Note Documents, any amendment thereto adopted in accordance with the
terms thereof and by any notices that the Administrative Agent may deliver
thereunder on the Purchasers' behalf. Each Purchaser Party also authorizes the
Administrative Agent and the Collateral Agent to accept, or execute and deliver,
such additional documents (including financing statements, opinions,
certificates and other documents in form and substance satisfactory to the
Administrative Agent and the Collateral Agent, in their discretion) in
connection with the closing pursuant to Section 3.1 hereof and Section 2.1 of
the Common Terms Agreement, or any subsequent closing for the pledge of any
additional Collateral or any additional Guaranties as the Administrative Agent
or the Collateral Agent, in its respective reasonable discretion, may approve,
such approval to be conclusively evidenced by the Administrative Agent's or
Collateral Agent's acceptance or execution thereof.


                                       36
<PAGE>

                  (b) Each Purchaser Party hereby approves the form of the
Paying Agency Agreement and hereby authorizes the Administrative Agent on its
behalf to accept from the Company and execute and deliver as Administrative
Agent on behalf of the Purchasers the Paying Agency Agreement in substantially
the form presented to such Purchaser Party, with such changes, additions or
deletions as the Administrative Agent, in its reasonable discretion, may approve
as reasonably necessary or appropriate, such approval to be conclusively
evidenced by the Administrative Agent's acceptance or execution thereof. Without
limitation, each Purchaser agrees to be bound by the Paying Agency Agreement,
any amendment thereto adopted in accordance with the terms hereof and by any
notices that the Administrative Agent may deliver thereunder on the Purchasers'
behalf.

                                  ARTICLE VIII

                                  MISCELLANEOUS

      Section 8.1 Expenses. The Company shall pay promptly after demand:

                  (a) any and all reasonable out-of-pocket expenses incurred by
any Initial Purchaser Party through the Closing Date associated with the
performance of any due diligence review and the preparation, negotiation,
execution and delivery of the Note Documents, including the reasonable fees,
disbursements and other charges of one firm of the Initial Purchaser's outside
counsel in each of the United States of America, Brazil, the Netherlands, the
Netherlands Antilles and Israel and in any other jurisdiction where outside
counsel is necessary in connection with consummation of the transactions
contemplated by the Note Documents, in each case whether or not the Closing Date
occurs;


                                       37
<PAGE>

                  (b) any and all reasonable out of pocket expenses of the
Administrative Agent and the Initial Purchaser with respect to Syndication of
this Agreement and the facilities hereunder, including printing, legal and
travel expenses in an amount not to exceed $75,000 in the aggregate for all
Syndications;

                  (c) any and all reasonable out-of-pocket expenses incurred by
any Purchaser Party associated with the administration of the Note Documents and
any waiver or amendment of the Note Documents (including the execution and
delivery of additional Pari Passu Collateral Documents as required by the Common
Terms Agreement), including the reasonable fees, disbursements and other charges
of one firm of the Initial Purchaser's (or the Administrative Agent's, as the
case may be) outside counsel in each of the United States of America, Brazil,
the Netherlands, the Netherlands Antilles and Israel and in any other
jurisdiction where outside counsel is necessary in connection with consummation
of the transactions contemplated by the Note Documents; and

                  (d) any and all out-of-pocket costs and expenses (including
fees and disbursements of outside attorneys, appraisers, consultants and other
experts) incurred by any Purchaser Party, after an actual or alleged Default or
an Event of Default, in any workout, restructuring or similar arrangements, or
in connection with the protection, preservation, exercise or enforcement of any
of the terms of the Note Documents, or in connection with any foreclosure,
collection or bankruptcy proceedings.

      Section 8.2 Indemnity. The Purchaser Parties under this Agreement shall be
indemnified to the extent and subject to the terms and conditions set forth in
Section 8.2 of the Common Terms Agreement. Section 8.2 of the Common Terms
Agreement is hereby incorporated herein by reference, provided that all
references therein to "this Agreement" shall be read as being to this Agreement.

      Section 8.3 Waivers; Amendments in Writing.

                  (a) Subject to Section 6.2 of the Collateral Agency and
Intercreditor Agreement, no amendment of any provision of this Agreement, the
Notes, any other Note Document or the Paying Agency Agreement (including, in
each case, a waiver thereof or consent relating thereto) shall be effective
unless the same shall be in writing and signed or consented to by the
Administrative Agent, the Initial Purchaser (unless the Initial Purchaser
Release Date shall have occurred), the Required Purchasers and each GVT Party
party thereto. Notwithstanding the foregoing:

                        (i) No amendment that has the effect of (A) reducing the
            rate or amount, or extending the stated maturity or due date, of any
            amount payable by any GVT Party to any Purchaser Party under the
            Note Documents (including the amount payable pursuant to any
            Mandatory Repurchase or in satisfaction of any indemnification
            obligation arising under Section 2.8(b)), (B) subjecting any
            Purchaser Party to any additional obligation to extend credit, (C)
            permitting the creation of any Lien ranking prior to or on a parity
            with the Lien of any Pari Passu Collateral Document, subordinating
            the Lien of any Pari Passu Collateral Document or releasing any part
            of the Collateral (except as permitted under the Note Documents on
            the date hereof) or depriving any Purchaser Party of the security
            afforded by the Lien of any Pari Passu Collateral Document except
            pursuant to a permitted release thereof under the Note Documents,
            (D) releasing any guarantor under any Guaranty (except as permitted
            under the Note Documents), (E) amending or waiving Section 4.9 or
            5.12 of the Common Terms Agreement in a manner adverse to the
            interests of the Purchaser Parties, (F) amending Section 2.9 hereof,
            this Section 8.3 or the definition of the term "Required
            Purchasers," (G) amending or waiving any material provision of the
            Paying Agency Agreement in any respect, including any modification
            to any provisions regarding the time or method of payment
            thereunder, the availability of remedies to the Purchaser Parties
            thereunder or the ability of the Paying Agent to assign (including
            by operation of law) its obligations thereunder, or (H) consenting
            to the assignment by the Paying Agent (including by operation of
            law) of its obligations under the Paying Agency Agreement or to the
            selection by the Company of a successor Paying Agent in accordance
            with the terms of the Paying Agency Agreement, in each case shall be
            effective unless the same shall be signed by or on behalf of all of
            the Purchasers or, in the case of any amendment referred to in
            clause (A) or (B) all of the Purchasers directly affected thereby;


                                       38
<PAGE>

                        (ii) No amendment that has the effect of (A) increasing
      the duties or obligations of the Administrative Agent, (B) increasing the
      standard of care or performance required on the part of the Administrative
      Agent, or (C) reducing or eliminating the indemnities or immunities to
      which the Administrative Agent is entitled (including any amendment of
      this Section 8.3), shall be effective unless the same shall be signed and
      consented to by the Administrative Agent; and

                        (iii) No amendment of Section 8.6 or this Section 8.3(a)
      shall be effective unless the same shall be signed and consented to by the
      Initial Purchaser (before the Initial Purchaser Release Date).

                  (b) If the terms of any Political Risk Insurance require the
Purchaser insured thereunder to obtain the consent of the Political Risk Insurer
under such Political Risk Insurance prior to such Purchaser's approving any
amendment, waiver or consent under any Note Document, such Purchaser shall first
obtain such Political Risk Insurer's consent prior to approving any such
amendment, waiver or consent. The Company shall be entitled to rely on the
signature of any Purchaser on any document indicating such Purchaser's approval
of any amendment, waiver or consent under any Note Document.

                  (c) Any waiver or consent shall be effective only in the
specific instance and for the specific purpose for which given. No notice to or
demand on the Company in any case shall entitle the Company to any other or
further notice or demand in similar or other circumstances. Any amendment
effected in accordance with this Section 8.3 shall be binding upon each present
and future Purchaser Party and the Company.


                                       39
<PAGE>

      Section 8.4 Cumulative Remedies; Failure or Delay. The rights and remedies
provided for under this Agreement are cumulative and are not exclusive of any
rights and remedies that may be available to the Purchaser Parties under
Applicable Law or otherwise. No failure or delay on the part of any Purchaser
Party in the exercise of any power, right or remedy under the Note Documents
shall impair such power, right or remedy or operate as a waiver thereof, nor
shall any single or partial exercise of any such power, right or remedy preclude
other or further exercise thereof or of any other power, right or remedy.

      Section 8.5 Notices, Etc.

                  (a) All notices, requests and demands under this Agreement to
be effective shall be in writing (or by fax confirmed in writing) and shall be
deemed to have been duly given or made (i) when delivered by hand, (ii) in the
case of an internationally recognized overnight courier service, two (2)
Business Days after delivery to such courier service, or (iii) if by fax, when
sent and receipt has been confirmed, addressed to the sender at its fax number
as set forth in Schedule 1.1(b) of the Common Terms Agreement (in the case of
the Purchaser Parties) or Schedule 8.4 of the Common Terms Agreement (in the
case of the Company); provided that any notice received outside normal business
hours or on a non-Business Day shall be deemed received on the next Business
Day.

                  (b) The Purchaser Parties and the Company may change their
respective addresses and transmission numbers for notices by notice to the other
parties hereto in the manner provided in this Section 8.5.

      Section 8.6 Successors and Assigns; Etc.

                  (a) This Agreement shall be binding upon and inure to the
benefit of the parties hereto and their respective successors and permitted
assigns. The Company may not assign or transfer any interest hereunder without
the prior written consent of each Purchaser Party.

                  (b) No Purchaser may assign or transfer all or any portion of
such Purchaser's Notes, rights hereunder, rights under the Common Terms
Agreement or rights under the Collateral Agency and Intercreditor Agreement
except pursuant to an Assignment and as permitted by and in accordance with this
Section 8.6(b). Any purported assignment or transfer referred to in the
preceding sentence that is not effected pursuant to an Assignment and in
accordance with this Section 8.6(b) shall be null and void and of no legal
effect. Each Purchaser shall have the right at any time to make an Assignment to
one or more Persons (it being understood that no transfer of Warrants is
required to be made in connection with an Assignment or transfer of the Notes
pursuant to this Section 8.6); provided, however, that (i) unless a Default or
Event of Default then exists, no Assignment shall be to a Person that is a
Competitor; (ii) the parties to the Assignment shall execute and deliver to the
Administrative Agent an assignment and acceptance substantially in the form of
Exhibit D (an "Assignment and Acceptance"); (iii) the assignee shall pay to the
Administrative Agent a processing and recordation fee of $3,500 or as otherwise
agreed between the Administrative Agent and the Company; (iv) no Assignment
shall be effective for any purpose unless and until the Administrative Agent
accepts such Assignment and makes an appropriate entry thereof in the Register;
and (v) each Assignment prior to the Initial Purchaser Release Date shall
require the consent of the Initial Purchaser (which shall not be unreasonably
withheld). Upon satisfaction of the conditions in clauses (i) through (v) (other
than clause (iv)), the Administrative Agent shall accept the Assignment, make
appropriate entries thereof in the Register and send notice thereof to the
Company and all other Purchaser Parties. From and after the date on which the
conditions in the foregoing clauses (i) through (v) and in the Assignment and
Acceptance have been satisfied, the assignee shall be a "Purchaser" hereunder
and, to the extent that rights and obligations hereunder have been assigned to
it, shall have the rights and obligations of the assigning Purchaser hereunder,
and the assigning Purchaser shall, to the extent that rights and obligations
hereunder have been assigned by it, relinquish such rights and be released from
such obligations under this Agreement (and, in the case of an Assignment
covering all or the remaining portion of the assigning Purchaser's rights and
obligations under this Agreement, cease to be a party hereto); provided that all
rights of the assigning Purchaser under Section 8.2 (and any indemnification
provisions contained in the other Note Documents) shall survive any Assignment
of all other rights and obligations of such Purchaser. Within five Business Days
after its receipt of notice from the Administrative Agent of any Assignment with
respect to any Note, the Company, at its own expense, shall execute and deliver
to the Administrative Agent, a new Note, substantially in the form of the Note
in which the assignee party to such Assignment is acquiring an interest, to the
order of such assignee, in an amount equal to the principal amount of such Note
acquired by such assignee pursuant to such Assignment, and, if the assigning
Purchaser has retained any rights in and to the Note subject to such Assignment,
a new Note, substantially in the form of the Note subject to such Assignment, to
the order of such assigning Purchaser in an amount equal to the principal amount
of such Note retained by it hereunder.


                                       40
<PAGE>

                  (c) The Administrative Agent, which for purposes of this
Section 8.6(c) only shall be deemed to act as agent of the Company, shall
maintain at the Administrative Agent's Office a copy of each Assignment and
Acceptance delivered to it and a register (the "Register") for the recordation
of the names of the Purchaser Parties and the principal amounts outstanding of
their respective Notes. The entries in the Register shall be conclusive as
against the Company, each Purchaser Party, the Paying Agent and the Collateral
Agent, in the absence of manifest error, notwithstanding notice to the contrary.
The Register shall be available for inspection by the Company or any Purchaser
Party at any reasonable time and from time to time upon reasonable prior notice.
The Administrative Agent shall furnish to the Company, the Paying Agent or the
Collateral Agent upon request in connection with any payment or distribution to
be made by the Company, Paying Agent or Collateral Agent, as applicable, under
the Notes or any other Note Document, a list of the names of each Purchaser for
all Notes issued under this Agreement and the principal amounts outstanding
under each such Purchaser's Notes. Prior to the registration of an Assignment of
any Note in the Register and receipt by the Company of notice thereof in
accordance with Section 8.6(b), the Company and the Administrative Agent shall
treat the Person in whose name such Note is registered in the Register as the
owner of such Note for the purpose of receiving all payments thereon and for all
other purposes, notwithstanding any notice to the contrary.


                                       41
<PAGE>

                  (d) Each Purchaser shall have the right at any time to grant
or sell participations (each a "Participation") in all or any portion of such
Purchaser's Notes to one or more banks or other institutions, subject to the
terms and conditions set forth in this Section 8.6(d). If any Purchaser sells or
grants a Participation, (i) such Purchaser shall make and receive all payments
for the account of its participant, (ii) such Purchaser's obligations under this
Agreement shall remain unchanged, (iii) such Purchaser shall continue to be the
sole holder of its Notes and its rights and obligations under the other Note
Documents, subject to the Participation and shall have the sole right (subject
to Section 7.10(b) and (c)) to enforce its rights and remedies under the Note
Documents, (iv) the Company and the other Purchaser Parties shall continue to
deal solely and directly with such Purchaser in connection with such Purchaser's
rights and obligations under the Note Documents, if any, and (v) the
Participation agreement shall not restrict such Purchaser's ability to agree to
any amendment of the terms of the Note Documents, or to exercise or refrain from
exercising, or grant to or create in favor of such participant, any powers or
rights that such Purchaser may have under or in respect of the Note Documents,
or any Collateral, including the right to vote on any matter or to give any
consent or approval, except that the participant may be granted the right to
consent to any (A) reduction of the rate or amount, or any extension of the
stated maturity or due date, of any interest, principal or Fees payable by any
GVT Party and subject to the Participation or (B) release of all or
substantially all of the Collateral or any guarantor under its Guaranty, except
to the extent otherwise provided in the Note Documents. A participant shall have
the rights of the Purchasers under Sections 2.11, 2.12 and 2.13 and 8.11,
subject to the obligations imposed by such Sections; provided that amounts
payable to any participant shall not exceed the amounts that would have been
payable under such Sections to the Purchaser granting the Participation had such
Participation not been granted, unless the Participation is made with the prior
written consent of the Company.

                  (e) Each Purchaser may at any time assign or pledge any
portion of its rights under the Note Documents to a Federal Reserve Bank. No
such assignment or pledge shall be subject to the provisions of Sections 8.6(b)
or 8.6(d).

                  (f) Upon the execution of an Assignment and Acceptance and
satisfaction of the conditions in clauses (i) through (v) of Section 8.6(b), the
assignee party to such Assignment and Acceptance shall, without any further
action, accede to the Warrant Agreement and have all the rights and obligations
of a Purchaser Party thereunder.

      Section 8.7 Confidentiality.

                  (a) Each Purchaser Party will maintain any confidential
information that it (including any board observer, director, or alternate
thereof of GVT (Antilles) or the Company that may be appointed by the holders of
Warrant Securities in accordance with the Shareholder Undertaking Agreement and
the Common Terms Agreement) may receive from any Company Party pursuant to this
Agreement (including information received from such board observer, director or
alternate) confidential and shall not, except as expressly permitted herein,
disclose such information to third parties without the prior consent of the
Company, except for disclosure: (i) to legal counsel, accountants and other
professional advisors to the Purchaser Parties or their respective agents, in
each case on a need-to-know basis who have agreed to be subject to this Section
8.7; (ii) to regulatory officials having jurisdiction over such Purchaser Party;
(iii) required by Applicable Law or in connection with any legal proceeding;
(iv) to any other Purchaser Party or to any Affiliate of any Purchaser Party;
(v) to another Person in connection with a potential Assignment or Participation
or a Purchaser Party's off-balance sheet or securitization transaction in the
ordinary course of its business, provided that such Person shall have agreed in
writing to be subject to this Section 8.7; (vi) to prospective purchasers of
Collateral after an Event of Default; and (vii) of information that has been
previously disclosed publicly without breach of this provision.


                                       42
<PAGE>

                  (b) The Company shall maintain this Agreement and the other
Note Documents confidential and shall not disclose them to third parties, except
for disclosure: (i) to legal counsel, accountants and other professional
advisors to the Company on a need-to-know basis who have agreed to be subject to
this Section 8.7; (ii) to regulatory officials having jurisdiction over the
Company; (iii) required by Applicable Law or in connection with any legal
proceeding; (iv) to the Purchaser Parties; (v) at the request of any Purchaser
Party, to another Person in connection with a potential Assignment or
Participation, provided that such Person shall have agreed in writing to be
subject to this Section 8.7; (vi) to any potential creditor of the Company
permitted by Section 5.2 of the Common Terms Agreement or any Person to whom
Capital Stock of any GVT Party is permitted to be sold or issued pursuant to the
Note Documents (including, without limitation, any Permitted Sponsor Person),
provided that such creditor or such Person shall have agreed in writing to be
subject to this Section 8.7; (vii) to any holder of or potential purchaser of
Warrant Securities or any Owner (as defined in the Shareholder Undertaking
Agreement) and (viii) of information that has been previously disclosed publicly
without breach of this provision, provided that the Company shall request
confidential treatment in all its SEC filings, in accordance with then-effective
SEC rules and regulations, with respect to such portions of the Note Documents
as the Collateral Agent may reasonably designate from time to time.

      Section 8.8 Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK (OTHER THAN
CHOICE OF LAW RULES THAT WOULD REQUIRE THE APPLICATION OF THE LAWS OF ANY OTHER
JURISDICTION).

      Section 8.9 Choice of Forum.

                  (a) Pursuant to Section 5-1402 of the New York General
Obligations Law, all actions or proceedings arising in connection with this
Agreement may be tried and litigated in, and the Company hereby submits to the
nonexclusive jurisdiction of, the state or Federal courts located in the Borough
of Manhattan, New York City, State of New York, unless such actions or
proceedings are required to be brought in another court to obtain subject matter
jurisdiction over the matter in controversy. EACH OF THE COMPANY, THE PAYING
AGENT AND THE PURCHASER PARTIES WAIVES ANY RIGHT IT MAY HAVE TO ASSERT THE
DOCTRINE OF FORUM NON CONVENIENS, TO ASSERT THAT IT IS NOT SUBJECT TO THE
JURISDICTION OF SUCH COURTS OR TO OBJECT TO VENUE TO THE EXTENT ANY PROCEEDING
IS BROUGHT IN ACCORDANCE WITH THIS SECTION.


                                       43
<PAGE>

                  (b) The Company hereby irrevocably appoints United Corporate
Services, Inc. (which has consented thereto) with offices on the date hereof at
10 Bank Street, Suite 560, White Plains, NY 10606, as Process Agent (the
"Process Agent") to receive for and on behalf of the Company service of process
in the County of New York relating to this Agreement and any other Note Document
not governed by the laws of Brazil. SERVICE OF PROCESS IN ANY ACTION OR
PROCEEDING AGAINST THE COMPANY MAY BE MADE ON THE PROCESS AGENT BY REGISTERED OR
CERTIFIED MAIL, RETURN RECEIPT REQUESTED, OR BY ANY OTHER METHOD OF SERVICE
PROVIDED FOR UNDER APPLICABLE LAWS IN EFFECT IN THE STATE OF NEW YORK, AND THE
PROCESS AGENT IS HEREBY AUTHORIZED AND DIRECTED TO ACCEPT SUCH SERVICE FOR AND
ON BEHALF OF THE COMPANY AND TO ADMIT SERVICE WITH RESPECT THERETO. SUCH SERVICE
UPON THE PROCESS AGENT SHALL BE DEEMED EFFECTIVE PERSONAL SERVICE ON THE
COMPANY, SUFFICIENT FOR PERSONAL JURISDICTION, AND SHALL BE LEGAL AND BINDING
UPON THE COMPANY FOR ALL PURPOSES, NOTWITHSTANDING ANY FAILURE OF THE PROCESS
AGENT TO MAIL COPIES OF SUCH LEGAL PROCESS TO THE COMPANY, OR ANY FAILURE ON THE
PART OF THE COMPANY TO RECEIVE THE SAME. The Company confirms that it has
instructed the Process Agent to mail to the Company, upon service of process
being made on the Process Agent pursuant to this Section, a copy of the summons
and complaint or other legal process served upon it, by registered mail, return
receipt requested, at the Company's address set forth in Schedule 8.4 of the
Common Terms Agreement, or to such other address as the Company may notify the
Process Agent in writing. The Company agrees that it will at all times maintain
a Process Agent to receive service of process in the County of New York on its
behalf with respect to this Agreement. If for any reason the Process Agent or
any successor thereto shall no longer serve as such Process Agent or shall have
changed its address without notification thereof to the Purchaser Parties, the
Company, immediately after gaining knowledge thereof, irrevocably shall appoint
a substitute Process Agent acceptable to the Administrative Agent in the County
of New York and advise the Administrative Agent thereof.

                  (c) Nothing contained in this Section shall preclude the
Purchaser Parties from bringing any action or proceeding arising out of or
relating to this Agreement in the courts of any place where the Company or any
of its assets may be found or located.

      Section 8.10 Currency Equivalents; Judgment Currency.

                  (a) If for the purposes of obtaining judgment in any court it
is necessary to convert a sum due hereunder or under any other Note Document in
Dollars into another currency, the parties hereto agree, to the fullest extent
that they may effectively do so, that the rate of exchange used shall be that at
which, in accordance with normal banking procedures, the Administrative Agent
(or any Reference Bank) could purchase Dollars with such other currency at the
close of business in New York City on the Business Day preceding that on which
final judgment is given.


                                       44
<PAGE>

                  (b) The obligation of the Company in respect of any sum due
from it to any Purchaser Party hereunder or under any other Note Document shall,
notwithstanding any judgment in a currency other than Dollars, be discharged
only to the extent that on the Business Day following receipt by such Purchaser
Party in such other currency of any sum adjudged to be so due such Purchaser
Party may, in accordance with normal banking procedures, purchase Dollars with
such other currency; if the Dollars so purchased are less than the sum
originally due to such Purchaser Party in Dollars based on the PTAX 800 Rate on
the date of such judgment, the Company agrees, as a separate obligation and
notwithstanding any such judgment, to indemnify such Purchaser Party against
such loss, and if the Dollars so purchased exceed the sum originally due to any
such Purchaser Party, such Purchaser Party agrees to remit to the Company such
excess.

      Section 8.11 Set-off. In addition to any rights now or hereafter granted
under Applicable Law, during the existence and continuation of any Event of
Default, subject to the terms of the Collateral Agency and Intercreditor
Agreement, each Purchaser Party is hereby irrevocably authorized by the Company,
at any time or from time to time, without notice to the Company or to any other
Person, any such notice being hereby expressly waived, to set-off and to
appropriate and to apply any and all deposits (general or special, including
certificates of deposit, whether matured or unmatured, but not including trust
accounts) and any other debt, in each case whether direct or indirect or
contingent or matured or unmatured at any time held or owing by such Purchaser
Party to or for the credit or the account of the Company, against and on account
of the obligations of the Company to such Purchaser Party under the Note
Documents to which the Company is a party, irrespective of whether or not such
Purchaser Party shall have made any demand for payment and although such
obligations may be contingent and unmatured. Each Purchaser Party agrees to
promptly notify the Company, the Collateral Agent and the Administrative Agent
after any such set-off or application made by such Purchaser Party. The Company
agrees that, except as otherwise provided herein or in any other Note Document,
its payment hereunder and under the other Note Documents shall be made without
off-set, deduction or counterclaim.

      Section 8.12 Headings. The Article and Section headings used in this
Agreement are for convenience of reference only and shall not affect the
construction hereof.

      Section 8.13 Severability. If any provision of this Agreement shall be
held to be invalid, illegal or unenforceable under Applicable Law in any
jurisdiction, such provision shall be ineffective only to the extent of such
invalidity, illegality or unenforceability, which shall not affect any other
provisions hereof or the validity, legality or enforceability of such provision
in any other jurisdiction.

      Section 8.14 Survival of Agreements, Representations and Warranties. All
agreements, representations and warranties made herein shall survive the
execution and delivery of this Agreement, the closing and the issuances of Notes
hereunder and shall continue as valid and enforceable agreements, and
representations and warranties (when made hereunder) until payment and
performance of any and all Obligations. Any investigation at any time made by or
on behalf of the Purchaser Parties shall not diminish the right of the Purchaser
Parties to rely thereon. Without limitation, the agreements and obligations of
the Company contained in Sections 2.11, 2.12, 2.13, 2.14, 8.1 and 8.2, and the
obligations of the Purchasers under Section 7.5 shall survive the payment in
full of all other Obligations.


                                       45
<PAGE>

      Section 8.15 Execution in Counterparts.

                  (a) This Agreement may be executed in any number of
counterparts, each of which counterparts, when so executed and delivered, shall
be deemed to be an original and all of which counterparts, taken together, shall
constitute but one and the same Agreement. This Agreement shall become effective
upon the satisfaction or waiver of the conditions set forth in Section 2.1 of
the Common Terms Agreement and the execution of a counterpart hereof by each of
the parties hereto. Faxed signatures to this Agreement shall be binding for all
purposes to the extent provided in clause (b).

                  (b) This Agreement shall not be effective until the Closing
Date but shall become effective immediately upon the occurrence of the Closing
Date, provided that, on or prior to the Closing Date, each party hereto shall
have delivered originally executed signature pages that have been witnessed by
two witnesses and, if executed outside of Brazil, have been notarized by a
notary public licensed as such under the laws of the place of signing and
legalized at the Brazilian consulate.

      Section 8.16 Complete Agreement; Third-Party Beneficiaries. This
Agreement, together with the other Note Documents, is intended by the parties as
the final expression of their agreement regarding the subject matter hereof and
as a complete and exclusive statement of the terms and conditions of such
agreement. There are no third-party beneficiaries of this Agreement.

      Section 8.17 No Fiduciary Duties or Partnership; Limitation of Liability,
Etc.

                  (a) The relationship between the Company and each Purchaser
Party is solely that of debtor and creditor, and neither the Administrative
Agent, the Collateral Agent nor any other Purchaser Party has any fiduciary or
other special relationship with the Company, and no term or condition of any of
the Note Documents shall be construed so as to deem the relationship between the
Company and any Purchaser Party to be other than that of debtor and creditor. No
joint venture or partnership is created by this Agreement or any other Note
Document among any Purchaser Parties or among the Company and any Purchaser
Party.

                  (b) No claim shall be made by any party hereto against any
other party hereto or its Affiliates, directors, officers, employees or agents
for any special, indirect, consequential or punitive damages in respect of any
claim for breach of contract or under any other theory of liability arising out
of or related to the transactions contemplated by this Agreement, or any act,
omission or event occurring in connection therewith; and each party hereto, on
behalf of itself and its Subsidiaries, and each of the other parties hereto
waives, releases and agrees not to sue upon any claim for any such damages,
whether or not accrued and whether or not known or suspected to exist in its
favor.


                                       46
<PAGE>

                  (c) All attorneys, accountants, appraisers and other
professional Persons and consultants retained by the Purchaser Parties shall
have the right to act exclusively in the interest of the Purchaser Parties and
shall have no duty of disclosure, duty of loyalty, duty of care or other duty or
obligation of any type or nature whatsoever to the Company or any of its
Subsidiaries or any of their shareholders, Affiliates or any other Person except
as required by or arising under Applicable Law or otherwise under the terms of
this Agreement.

      Section 8.18 Securities Law Matters.

                  (a) Nature of Notes. The parties hereto acknowledge that the
Notes and any Participations therein are not and are not intended to be
"securities" as defined in the Securities Act, and that the issuance, sale and
assignment of and granting of Participations in the Notes are not intended to be
subject to the provisions governing the issuance, sale and transfer of
"securities" thereunder.

                  (b) Certain Representations and Covenants. Each Purchaser, by
execution and delivery hereof or of an Assignment and Acceptance, shall be
deemed to make to the Company, as of the Closing Date or upon the effectiveness
of such Assignment and Acceptance, as the case may be (without regard to whether
the Notes are "securities" for purposes of the Securities Act), the following
representations, warranties and covenants:

                        (i) Such Purchaser is acquiring the Notes (or
            Participations therein) solely for financing or investment purposes
            and not with a view toward, or for sale in connection with, any
            distribution thereof (except for distributions of Notes held by the
            Initial Purchaser pursuant to the Syndications), has received and
            reviewed such information as it deems necessary to evaluate the
            merits and risks of its investment in the Notes, is an "accredited
            investor" within the meaning of Regulation D promulgated under the
            Securities Act and has such knowledge and experience in financial
            and business matters as to be capable of evaluating the merits and
            risks of its investment in the Notes, including a complete loss of
            its investment.

                        (ii) Such Purchaser acknowledges that the Notes issued
            hereunder have not been and will not be registered under the
            Securities Act and may not be offered, sold or otherwise transferred
            without registration under the Securities Act other than to the
            Company or unless an exemption from registration is available. In
            addition, the Purchaser represents that it is acquiring the Notes
            for investment and not with a view to any sale or distribution
            thereof, subject to its ability to resell Notes pursuant to Rule
            144A or Regulation S of the Securities Act, or as otherwise provided
            by law and subject in any case to any requirement of law that the
            disposition of the property of such Purchaser shall at all times be
            and remain within its control.


                                       47
<PAGE>

                        (iii) The Notes and the other Note Documents may be
            amended or supplemented from time to time to modify the restrictions
            on and procedures for resales and other transfers of the Notes to
            reflect any change in Applicable Law (or the interpretation thereof)
            or in practices related to the resale or transfer of restricted
            securities generally. By the acceptance of any Note, such Purchaser
            is deemed to have agreed to any such amendment or supplement.

                        (iv) Any offer of Assignment or Assignment by such
            Purchaser not made pursuant to an effective registration statement
            shall only be made (A) to Persons whom the Purchaser reasonably
            believes to be a "qualified institutional buyer" as such term is
            defined in Rule 144A promulgated under the Securities Act, (B) to
            non-U.S. Persons outside of the United States (which shall include
            dealers or other professional fiduciaries in the United States
            acting on a discretionary basis for beneficial owners (other than an
            estate or trust) that are non-U.S. Persons) to whom the Purchaser
            reasonably believes offers of Assignment or Assignments of the Notes
            may be made in reliance upon Regulation S promulgated under the
            Securities Act and applicable securities legislation of the relevant
            jurisdiction or (C) to other "accredited investors" within the
            meaning of Regulation D promulgated under the Securities Act. Such
            Purchaser will take reasonable steps to inform, and cause each of
            its Affiliates to take reasonable steps to inform, Persons acquiring
            Notes from such Purchaser or one of its Affiliates, as the case may
            be, in the United States (the "Subsequent Purchasers") that the
            Notes (x) have not been and will not be registered under the
            Securities Act, (y) are being sold to such Subsequent Purchasers
            without registration under the Securities Act in reliance on Rule
            144A or Regulation S promulgated thereunder or in accordance with
            another exemption from registration under the Securities Act, as the
            case may be, and (z) may not be offered, sold or otherwise
            transferred except in compliance with the Securities Act.

      Section 8.19 Waiver of Immunity. To the extent that the Company has or
hereafter may be entitled to claim or may acquire, for itself or any of its
assets, any immunity from suit, jurisdiction of any court or from any legal
process (whether through service of notice, attachment prior to judgment,
attachment in aid of execution, or otherwise) with respect to itself or its
property, it hereby irrevocably waives, such immunity in respect of its
obligations hereunder and under the other Note Documents to the extent permitted
by Applicable Law and without limiting the generality of the foregoing, agrees
that the waivers set forth in this Section shall be effective to the fullest
extent now or hereafter permitted under the Foreign Sovereign Immunities Act of
1976 of the United States of America and are intended to be irrevocable for
purposes of such Act.

      Section 8.20 English Language. Any translation of this Agreement, any Note
or any other Note Document (other than those Pari Passu Collateral Documents
which must be executed or registered in Portuguese in order to be enforceable in
Brazilian courts) into another language shall have no interpretive effect. All
documents or notices to be delivered pursuant to or in connection with this
Agreement and the other Note Documents shall be in the English language, or, if
any such document or notice is not in the English language, accompanied by an
English translation thereof, and the English language version of any such
document or notice shall control for purposes hereof (other than those Pari
Passu Collateral Documents which must be executed or registered in Portuguese in
order to be enforceable in Brazilian courts).


                                       48
<PAGE>

      Section 8.21 WAIVER OF TRIAL BY JURY. THE COMPANY AND THE PURCHASER
PARTIES WAIVE THE RIGHT TO A TRIAL BY JURY IN ANY ACTION UNDER THIS AGREEMENT OR
ANY ACTION ARISING OUT OF THE TRANSACTIONS CONTEMPLATED HEREBY, REGARDLESS OF
WHICH PARTY INITIATES SUCH ACTION OR ACTIONS.


                                       49
<PAGE>

            IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be executed and delivered as of the date first set forth above.

                                      GLOBAL VILLAGE TELECOM LTDA.


                                      By: /s/Ronen Sidi
                                      ----------------------------
                                      Name: Ronen Sidi
                                      ----------------------------
                                      Title:  CFO
                                      ----------------------------


                                      Witness: /s/J.Kim
                                      ----------------------------
                                      Witness: Jane Kim
                                      ----------------------------

STATE OF NEW YORK     ) SS:
COUNTY OF NEW YORK    )

      I, the undersigned, a notary public in and for said county in said state,
hereby certify that Ronen Sidi, whose name in the capacity of CFO of such
company set forth in the signature line above, is signed to the foregoing
instrument and who is known to me, acknowledged before me on this day that,
being informed of the contents of such instrument, (s)he in such capacity and
with full authority, executed the same voluntarily for and as the act of said
company

      Given under my hand and official seal this 11 day of November__, 2004


/s/J. Ray                             Joshua Ray
--------------------------            Notary Public, State of New York
Notary Public                         No. 01RA6115999

My Commission Expires:                Commission Expires Sept. 20, 2008


                                       50
<PAGE>

                                      ECI TELECOM LTD., as
                                      Administrative Agent and Initial Purchaser


                                      By: /s/S. M. Gitlin
                                      ------------------------------------------
                                      Name: Shmuel Gitlin
                                      ------------------------------------------
                                      Title: Sr. Vice President Finance
                                      ------------------------------------------


                                      Witnessed


                                      By:  /s/T.Marabella
                                      ------------------------------------------
                                      Name:  Traci Marabella
                                      ------------------------------------------


                                      Witnessed


                                      By:  /s/J.Ray
                                      ------------------------------------------
                                      Name:  Josh Ray
                                      ------------------------------------------

STATE OF NEW YORK     ) SS:
COUNTY OF NEW YORK    )

      I, the undersigned, a notary public in and for said county in said state,
hereby certify that Shmuel Gitlin, whose name in the capacity of Sr. Vice
President Finance of such company set forth in the signature line above, is
signed to the foregoing instrument and who is known to me, acknowledged before
me on this day that, being informed of the contents of such instrument, (s)he in
such capacity and with full authority, executed the same voluntarily for and as
the act of said company

      Given under my hand and official seal this 11 day of November, 2004

/s/J. Kim                             Jane E. Kim
--------------------------            Notary Public, State of New York
Notary Public                         No. 01KI6080310
                                      Qualified in New York County

My Commission Expires:                Commission Expires Sept. 9, 2008


                                       51
<PAGE>

                                      HSBC BANK USA, NATIONAL ASSOCIATION,
                                         as Collateral Agent


                                      By: /s/Stephen Ferrera
                                      ------------------------------------
                                      Name: Stephen Ferrera
                                      ------------------------------------
                                      Title: Vice President


                                      Witnessed


                                      By: /s/N. Reach
                                      ------------------------------------
                                      Name: N. Reach


                                      Witnessed


                                      By: /s/B. Gallagher
                                      ------------------------------------
                                      Name: Brenda Gallagher

STATE OF NEW YORK     ) SS:
COUNTY OF NEW YORK    )

      I, the undersigned, a notary public in and for said county in said state,
hereby certify that Stephen Ferrera, whose name in the capacity of Vice
President of such company set forth in the signature line above, is signed to
the foregoing instrument and who is known to me, acknowledged before me on this
day that, being informed of the contents of such instrument, (s)he in such
capacity and with full authority, executed the same voluntarily for and as the
act of said company

      Given under my hand and official seal this 11 day of November, 2004


/s/J. Kim                             Jane E. Kim
--------------------------            Notary Public, State of New York
Notary Public                         No. 01KI6080310
                                      Qualified in New York County

My Commission Expires:                Commission Expires Sept. 9, 2008


                                       52
<PAGE>

                                      HSBC BANK USA, NATIONAL ASSOCIATION,
                                        as Paying Agent


                                      By: /s/Stephen Ferrera
                                      ------------------------------------
                                      Name: Stephen Ferrera
                                      ------------------------------------
                                      Title: Vice President
                                      ------------------------------------


                                      Witnessed


                                      By: /s/N. Reach
                                      ------------------------------------
                                      Name: N. Reach
                                      ------------------------------------


                                      Witnessed


                                      By: /s/B. Gallagher
                                      ------------------------------------
                                      Name: Brenda Gallagher
                                      ------------------------------------

STATE OF NEW YORK     ) SS:
COUNTY OF NEW YORK    )

      I, the undersigned, a notary public in and for said county in said state,
hereby certify that Stephen Ferrera, whose name in the capacity of Vice
President of such company set forth in the signature line above, is signed to
the foregoing instrument and who is known to me, acknowledged before me on this
day that, being informed of the contents of such instrument, (s)he in such
capacity and with full authority, executed the same voluntarily for and as the
act of said company

      Given under my hand and official seal this 11 day of November, 2004


/s/J. Kim                             Jane E. Kim
--------------------------            Notary Public, State of New York
Notary Public                         No. 01KI6080310
                                      Qualified in New York County

My Commission Expires:                Commission Expires Sept. 9, 2008


                                       53
<PAGE>

                                                                    SCHEDULE 1.1

                              PURCHASER INFORMATION

Administrative Agent's Office

ECI Telecom Ltd.
30, Hasivim Street
Petah-Tikvah 49517
Israel
Attention: Treasury Department
Tel: + 972-3-926-6503
Fax: + 972-3-926-6300

Administrative Agent's Purchaser Account (for payments by the Paying Agent, the
Collateral Agent or any Company Party):

Bank:    Bank Hapoalim Bm.
         50, Rothschild Blvd.
         Tel Aviv  66883
         Israel

Beneficiary Account Number:  654362
                             ECI Telecom Ltd.

Swift: POALILIT
Correspondent: CITI Bank NY, USA
Swift: CITI US33

Paying Agent's Office

HSBC BANK USA, NATIONAL ASSOCIATION, as Paying Agent
452 Fifth Avenue
New York, NY 10018
Fax: (212) 525-1300
Phone: (212) 525-7456
Attention:  Stephen Ferrera
Ref:  GVT


                                 Schedule 1.1-1
<PAGE>

Paying Agent's Purchaser Account (for funding of payments by the Company):

Bank: HSBC Bank USA, National Association
Account Name: Issuer Services
Account No. 002-600-161
ABA No.: 021-001-088
Ref:  GVT

Initial Purchaser:

<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------
   Initial Purchaser      Domestic Purchasing Office               Euro-Dollar
                                                               Purchasing Office
-----------------------------------------------------------------------------------------
<S>                     <C>                               <C>
ECI Telecom Ltd.        30, Hasivim Street                30, Hasivim Street
                        Petah-Tikvah 49517                Petah-Tikvah 49517
                        Israel                            Israel
                        Attention:  Treasury Department   Attention:  Treasury Department
                        Tel:  + 972-3-926-6503            Tel:  + 972-3-926-6503
                        Fax:  + 972-3-926-6300            Fax:  + 972-3-926-6300
-----------------------------------------------------------------------------------------
</TABLE>


                                 Schedule 1.1-2