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                                                                    EXHIBIT 10.2

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                                CREDIT AGREEMENT


                                   dated as of


                                December 27, 1999


                                      among





                             VESPER SAO PAULO S.A.,


                         VESPER HOLDING SAO PAULO S.A.,


                             VESPER SAO PAULO CAYMAN


                            The Lenders Party Hereto,


                                       and


                       SOCIETE GENERALE, NEW YORK BRANCH,
                             as Administrative Agent


Confidential treatment requested. Confidential portions of this document have
been omitted and filed separately with the Securities and Exchange Commission.

================================================================================
[Reference No. 7725-052]



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                                TABLE OF CONTENTS

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                                                     ARTICLE I

                                                    Definitions

         SECTION 1.01.  Defined Terms .........................................................................1
         SECTION 1.02.  Classification of Loans and Borrowings.................................................11
         SECTION 1.03.  Terms Generally .......................................................................11
         SECTION 1.04.  Accounting Terms; GAAP.................................................................12
         SECTION 1.05.  Provisions of Common Agreement and Collateral Agency Agreement.........................12


                                                    ARTICLE II

                                                     The Loans

         SECTION 2.01.  Commitments ...........................................................................13
         SECTION 2.02.  Loans and Borrowings...................................................................14
         SECTION 2.03.  Requests for Borrowings................................................................15
         SECTION 2.04.  Funding of Borrowings..................................................................16
         SECTION 2.05.  Interest Elections.....................................................................17
         SECTION 2.06.  Termination, Increase and/or Reduction of Commitments..................................19
         SECTION 2.07.  Repayment of Loans; Evidence of Debt...................................................19
         SECTION 2.08.  Amortization of Loans..................................................................20
         SECTION 2.09.  Prepayment of Loans....................................................................22
         SECTION 2.10.  Fees ..................................................................................22
         SECTION 2.11.  Interest ..............................................................................23
         SECTION 2.12.  Alternate Rate of Interest.............................................................24
         SECTION 2.13.  Increased Costs .......................................................................24
         SECTION 2.14.  Break Funding Payments.................................................................26
         SECTION 2.15.  Taxes .................................................................................26
         SECTION 2.16.  Payments Generally; Pro Rata Treatment; Sharing of Setoffs.............................28
         SECTION 2.17.  Mitigation Obligations; Replacement of Lenders.........................................30


                                                    ARTICLE III

                                          Representations and Warranties ......................................31
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                                                                   Contents, p.2

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                                                    ARTICLE IV

                                                    Conditions

         SECTION 4.01.  Effective Date ........................................................................31
         SECTION 4.02.  Each Borrowing ........................................................................31


                                                     ARTICLE V

                                               Affirmative Covenants ..........................................31


                                                    ARTICLE VI

                                                Negative Covenants ............................................32


                                                    ARTICLE VII

                                                 Events of Default ............................................32


                                                   ARTICLE VIII

                                                    The Agents ................................................32


                                                         ARTICLE IX

                                                       Miscellaneous

         SECTION 9.01.  Notices ...............................................................................35
         SECTION 9.02.  Waivers; Amendments....................................................................36
         SECTION 9.03.  Expenses; Indemnity; Damage Waiver.....................................................37
         SECTION 9.04.  Successors and Assigns.................................................................38
         SECTION 9.05.  Survival ..............................................................................41
         SECTION 9.06.  Counterparts; Integration; Effectiveness...............................................42
         SECTION 9.07.  Severability ..........................................................................42
         SECTION 9.08.  Right of Setoff .......................................................................42
         SECTION 9.09.  Governing Law; Jurisdiction; Consent to Service of Process.............................43
         SECTION 9.10.  WAIVERS ...............................................................................44
         SECTION 9.11.  Headings ..............................................................................45
         SECTION 9.12.  Confidentiality .......................................................................45
         SECTION 9.13.  Interest Rate Limitation...............................................................45
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                                                                   Contents, p.3

         SCHEDULES:

         Schedule 2.01  --   Commitments
         Schedule 2.03  --   Form of Borrowing Request





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                                    CREDIT AGREEMENT dated as of December 27,
                           1999, among VESPER SAO PAULO S.A., a Brazilian
                           sociedade por acoes, VESPER HOLDING SAO PAULO S.A., a
                           Brazilian sociedade por acoes, VESPER SAO PAULO
                           CAYMAN, a Cayman Islands company, the LENDERS party
                           hereto, and SOCIETE GENERALE, NEW YORK BRANCH, as
                           Administrative Agent.

                  Vesper (such term, and each other capitalized term used in
this preliminary statement, having the meaning assigned to it in Section 1.01 of
this Agreement or the meaning as incorporated by reference therein) desires to
install and operate the Project and is entering into the Supply Contracts in
order to obtain equipment and services necessary for the Project. In order to
obtain financing for the Project, Holdings, Vesper and its Subsidiary, the
Borrower, are entering into this Agreement. The respective parties hereto desire
to enter into this Agreement in order to provide for certain terms and
conditions of the Loans hereunder. Accordingly, the parties hereto agree as
follows:


                                    ARTICLE I

                                   Definitions

                  SECTION 1.01. Defined Terms. Terms defined in the Common
Agreement and not otherwise defined herein have the respective meanings set
forth in the Common Agreement. In addition, as used in this Agreement, the
following terms have the meanings specified below:

                  "ABR", when used in reference to any Loan or Borrowing, refers
to whether such Loan, or the Loans comprising such Borrowing, are bearing
interest at a rate determined by reference to the Alternate Base Rate.

                  "Adjusted LIBO Rate" means, with respect to any LIBOR
Borrowing for any Interest Period, an interest rate per annum (rounded upwards,
if necessary, to the next 1/16 of 1%) equal to (a) the LIBO Rate for such
Interest Period multiplied by (b) the Statutory Reserve Rate.

                  "Administrative Agent" means Societe Generale, New York
Branch, in its capacity as administrative agent for the Lenders hereunder.


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                  "Administrative Questionnaire" means an administrative
questionnaire in a form supplied by the Administrative Agent.

                  "Alternate Base Rate" means, for any day, a rate per annum
equal to the greater of (a) the Prime Rate in effect on such day and (b) the
Federal Funds Effective Rate in effect on such day plus 1/2 of 1%. Any change in
the Alternate Base Rate due to a change in the Prime Rate or the Federal Funds
Effective Rate shall be effective from and including the effective date of such
change in the Prime Rate or the Federal Funds Effective Rate, respectively.

                  "Applicable Margin" means, for any day (a) with respect to any
Tranche A Borrowing or Tranche B Borrowing, the applicable Tranche A/B Rate and
(b) with respect to any Tranche C Borrowing, the applicable Tranche C Rate.

                  "Assignment and Acceptance" means an assignment and acceptance
entered into by a Lender and an assignee (with the consent of any party whose
consent is required by Section 9.04), and accepted by the Administrative Agent,
containing an acknowledgment that such assignment is not intended, for the
purposes of Articles 999, 1000 and 1003 of the Brazilian Cure Code to constitute
new obligations of the Borrower and that such assignee shall be entitled to the
same rights to any and all Collateral as the other Lenders, and in a form
otherwise approved by the Administrative Agent.

                  "BFRB Spread" means, as of any date, the positive spread, if
any, between (a) the rate per annum representing the annual yield of the
Republic of Brazil 9.375% Fixed Rate Bond, due April 17, 2008 (or, if such rate
is unavailable as a result of redemption of such Bond or otherwise, such rate of
a Republic of Brazil security of comparable maturity) and (b) the United States
Treasury Bond of an equivalent maturity, in each case determined by the
Administrative Agent based on the closing bid prices of the respective
securities as determined by the Administrative Agent as of the immediately
preceding trading day and then swapped into a LIBOR-equivalent yield.

                  "Borrower" means Vesper Sao Paulo Cayman, a Cayman Islands
company.

                  "Borrowing" means a Loan or group of Loans of the same Class
and Type, made, converted or continued on the


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same date and, in the case of LIBOR Loans, as to which a single Interest Period
is in effect.

                  "Borrowing Request" means a request by the Borrower for a
Borrowing in accordance with Section 2.03.

                  "Capitalized Borrowing" means any Borrowing of Loans hereunder
for the sole purpose of paying, and the proceeds of which are applied solely to
pay, regularly scheduled principal payments in respect of any Loans as and when
payable under Section 2.08, accrued interest on any Loans or accrued commitment
fees payable under this Agreement.

                  "Change in Law" means (a) the adoption of any law, rule or
regulation after the date of this Agreement, (b) any change in any law, rule or
regulation or in the interpretation or application thereof by any Governmental
Authority after the date of this Agreement or (c) compliance by any Lender (or,
for purposes of Section 2.13(b), by any lending office of such Lender or by such
Lender's holding company, if any) with any request, guideline or directive
(whether or not having the force of law) of any Governmental Authority made or
issued after the date of this Agreement.

                  "Class", when used in reference to any Loan or Borrowing,
refers to whether such Loan, or the Loans comprising such Borrowing, are Tranche
A Loans, Tranche B Loans, Tranche C-1 Loans or Tranche C-2 Loans and, when used
in reference to any Commitment, refers to whether such Commitment is a Tranche A
Commitment, Tranche B Commitment, Tranche C-1 Commitment or Tranche C-2
Commitment.

                  "Commitment" means a Tranche A Commitment, Tranche B
Commitment, Tranche C Commitment, or any combination thereof (as the context
requires).

                  "Common Agreement" means the Common Agreement dated as of
December 27, 1999, among Holdings, Vesper, the Borrower, the Administrative
Agent and the other Agents referred to therein.

                  "Consolidation Date" means, with respect to any Class of
Loans, the first principal amortization date with respect to such Class of Loans
under Section 2.08.

                  "Eligible Assignee" means (a) any Lender or Affiliate of any
Lender; (b) (i) Lucent or any Affiliate of Lucent and (ii) Harris or any
Affiliate of Harris; (c) a


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commercial bank organized under the laws of the United States, or any State
thereof, and having total assets in excess of $500,000,000; (d) a savings and
loan association or savings bank organized under the laws of the United States,
or any State thereof, and having total assets in excess of $500,000,000; (e) a
commercial bank organized under the laws of any other country, or a political
subdivision of any such country, and having total assets in excess of
$500,000,000; (f) the central bank of any country that is a member of the OECD;
(g) a finance company, insurance company or other financial institution or any
Affiliate of any thereof or any fund (whether a corporation, partnership, trust
or other entity) that makes, purchases or otherwise invests in commercial loans
in the ordinary course of its business and having total assets in excess of
$500,000,000 (for purposes of calculating such amount with respect to (x) an
Affiliate of any such financial institution, there shall be included the total
assets of such financial institution and (y) a fund, there shall be included the
total assets of each other fund that is advised by the same investment advisor
as such fund or by an Affiliate of such investment advisor); (h) any export
credit agency; (i) any multilateral agency; or (j) any other Person approved by
the Borrower, such approval not to be unreasonably withheld; provided that no
Loan Party or Affiliate of a Loan Party shall qualify as an Eligible Assignee
under this definition.

                  "Excluded Taxes" means, with respect to the Administrative
Agent, any Lender or any other recipient of any payment to be made by or on
account of any obligation of the Borrower hereunder, income or franchise taxes
imposed on (or measured by) its net income by the United States of America, or
by the jurisdiction under the laws of which such recipient is organized or in
which its principal office is located or, in the case of any Lender, in which
its applicable lending office is located.

                  "Federal Funds Effective Rate" means, for any day, the
weighted average (rounded upwards, if necessary, to the next 1/100 of 1%) of the
rates on overnight Federal funds transactions with members of the Federal
Reserve System arranged by Federal funds brokers, as published on the next
succeeding Business Day by the Federal Reserve Bank of New York, or, if such
rate is not so published for any day that is a Business Day, the average
(rounded upwards, if necessary, to the next 1/100 of 1%) of the quotations for
such day for such transactions received by the


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<PAGE>   9

Administrative Agent from three Federal funds brokers of recognized standing
selected by it.

                  "Foreign Lender" means any Lender that is organized under the
laws of a jurisdiction other than that in which the Borrower is located.

                  "Fronting Commitment" means a Commitment that is assigned by a
Lucent Lender pursuant to an Assignment and Acceptance designating the assigned
Commitment as a "Fronting Commitment".

                  "Harris" means Harris Corporation.

                  "Holdings" means Vesper Holding Sao Paulo S.A., a Brazilian
sociedade por acoes.

                  "Indemnified Taxes" means Taxes other than Excluded Taxes.

                  "Initial Lender" means a Lender as of the Effective Date,
other than any such Lender that is a Lender as of the Effective Date due to an
assignment of Loans and/or Commitments hereunder.

                  "Interest Election Request" means a request by the Borrower to
convert or continue a Borrowing in accordance with Section 2.05.

                  "Interest Payment Date" means (a) with respect to any ABR
Loan, the last day of each March, June, September and December and (b) with
respect to any LIBOR Loan, the last day of the Interest Period applicable to the
Borrowing of which such Loan is a part and, in the case of a LIBOR Borrowing
with an Interest Period of more than three months' duration, each day prior to
the last day of such Interest Period that occurs at intervals of three months'
duration after the first day of such Interest Period.

                  "Interest Period" means, with respect to any LIBOR Borrowing,
the period commencing on the date of such Borrowing and ending on the
numerically corresponding day in the calendar month that is three or six months
thereafter, as the Borrower may elect; provided that during the period from the
date six months prior to the Consolidation Date with respect to any Class of
Loans until such Consolidation Date, Interest Periods with respect to LIBOR
Borrowings of such Class may be comprised of such shorter period as may be
agreed between the Borrower and the Administrative Agent in


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order to permit the Borrower to consolidate the Interest Periods of all
Borrowings of such Class such that the Interest Periods for all LIBOR Borrowings
of such Class shall end on such Consolidation Date; and provided further, that
(a) if any Interest Period would end on a day other than a Business Day, such
Interest Period shall be extended to the next succeeding Business Day unless
such next succeeding Business Day would fall in the next calendar month, in
which case such Interest Period shall end on the next preceding Business Day and
(b) any Interest Period that commences on the last Business Day of a calendar
month (or on a day for which there is no numerically corresponding day in the
last calendar month of such Interest Period) shall end on the last Business Day
of the last calendar month of such Interest Period. For purposes hereof, the
date of a Borrowing initially shall be the date on which such Borrowing is made
and thereafter shall be the effective date of the most recent conversion or
continuation of such Borrowing.

                  "Lenders" means the Persons listed on Schedule 2.01 and any
other Person that shall have become a party hereto pursuant to an Assignment and
Acceptance, other than any such Person that ceases to be a party hereto pursuant
to an Assignment and Acceptance.

                  "LIBOR", when used in reference to any Loan or Borrowing,
refers to whether such Loan, or the Loans comprising such Borrowing, are bearing
interest at a rate determined by reference to the Adjusted LIBO Rate.

                  "LIBO Rate" means, with respect to any LIBOR Borrowing for any
Interest Period, the rate appearing on Page 3750 of the Dow Jones Market Screen,
formerly known as Telerate Service (or on any successor or substitute page of
such Service, or any successor to or substitute for such Service, providing rate
quotations comparable to those currently provided on such page of such Service,
as determined by the Administrative Agent from time to time for purposes of
providing quotations of interest rates applicable to dollar deposits in the
London interbank market) at approximately 11:00 a.m., London time, two Business
Days prior to the commencement of such Interest Period, as the rate for dollar
deposits with a maturity comparable to such Interest Period. In the event that
such rate is not available at such time for any reason, then the "LIBO Rate"
with respect to such LIBOR Borrowing for such Interest Period shall be the rate
at which dollar deposits of $5,000,000 and for a maturity comparable to such
Interest

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<PAGE>   11

Period are offered by the principal London office of the Administrative
Agent (or, if the Administrative Agent at the time is not a commercial bank, any
commercial bank based in New York City selected by the Administrative Agent for
the purpose of quoting such rate, provided that such commercial bank has a
combined capital and surplus and undivided profits of not less than
$500,000,000) in immediately available funds in the London interbank market at
approximately 11:00 a.m., London time, two Business Days prior to the
commencement of such Interest Period.

                  "Loans" means loans made to the Borrower pursuant to this
Agreement.

                  "Lucent Lender" means Lucent or any Affiliate of Lucent that
is a Lender.

                  "Other Taxes" means any and all present or future recording,
stamp, documentary, excise, transfer, sales, property or similar taxes, charges
or levies arising from any payment made under any Loan Document or from the
execution, delivery or enforcement of, or otherwise with respect to, any Loan
Document.

                  "Prime Rate" means the rate of interest per annum publicly
announced from time to time by Citibank, N.A. as its prime rate in effect at its
principal office in New York City; each change in the Prime Rate shall be
effective from and including the date such change is publicly announced as being
effective.

                  "Register" has the meaning set forth in Section 9.04(c).

                  "Requisite Lenders" means, at any time, Lenders having
outstanding Loans and Commitments representing more than 50% of the sum of the
total outstanding Loans and Commitments at such time.

                  "Statutory Reserve Rate" means a fraction (expressed as a
decimal), the numerator of which is the number one and the denominator of which
is the number one minus the aggregate of the maximum reserve percentages
(including any marginal, special, emergency or supplemental reserves) expressed
as a decimal established by the Board to which any commercial banks subject to
regulation by the Board are subject with respect to the Adjusted LIBO Rate, for
eurocurrency funding (currently referred to as "Eurocurrency Liabilities" in
Regulation D of the Board). Such reserve percentages shall include those imposed


                                       7
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pursuant to such Regulation D. LIBOR Loans 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 Lender under such Regulation D or any comparable
regulation. The Statutory Reserve Rate shall be adjusted automatically on and as
of the effective date of any change in any reserve percentage.

                  "Tranche A Availability Period" means the period from and
including the Effective Date to but excluding the earlier of the Tranche A
Availability Termination Date and the date of termination (including by reason
of full utilization) of the Tranche A Commitments.

                  "Tranche A Availability Termination Date" means the date that
is the fourth anniversary of the Effective Date.

                  "Tranche A/B Rate" means (a) in the case of an ABR Borrowing,
the sum of (i) 5.0% per annum, (ii) during each three-month period beginning on
or after the third anniversary and ending on or prior to the fourth anniversary
of the Effective Date, if the BFRB Spread at the commencement of such
three-month period is greater than 7.0%, 1.0% per annum and (iii) during each
three month period beginning on or after the fourth anniversary of the Effective
Date, if the BFRB Spread at the commencement of such three-month period is
greater than 7.0%, 2.0% per annum and (b) in the case of a LIBOR Borrowing, the
sum of (i) 6.0% per annum , (ii) during each three month period beginning on or
after the third anniversary and ending on or prior to the fourth anniversary of
the Effective Date, if the BFRB Spread at the commencement of such three-month
period is greater than 7.0%, 1.0% per annum and (iii) during each three month
period beginning on or after the fourth anniversary of the Effective Date, if
the BFRB Spread at the commencement of such three-month period is greater than
7.0%, 2.0% per annum.

                  "Tranche A Commitment" means, with respect to each Lender, the
commitment, if any, of such Lender to make Tranche A Loans hereunder during the
Tranche A Availability Period, expressed as an amount representing the maximum
aggregate principal amount of the Tranche A Loans to be made by such Lender
hereunder, as such commitment may be (a) reduced or increased from time to time
pursuant to Section 2.06 and (b) reduced or increased from time to time pursuant
to assignments by or to such Lender pursuant to Section 9.04.


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The initial amount of each Lender's Tranche A Commitment is set forth on
Schedule 2.01, or in the Assignment and Acceptance pursuant to which such Lender
shall have assumed its Tranche A Commitment, as applicable. The initial
aggregate amount of the Tranche A Commitments is $535,000,000.

                  "Tranche A Loan" means a Loan made pursuant to clause (i) of
Section 2.01(a).

                  "Tranche A Maturity Date" means December 27, 2007.

                  "Tranche B Availability Period" means the period from and
including the last day of the Tranche A Availability Period to but excluding the
earlier of the Tranche B Availability Termination Date and the date of
termination (including by reason of full utilization) of the Tranche B
Commitments.

                  "Tranche B Availability Termination Date" means the date that
is the fifth anniversary of the Effective Date.

                  "Tranche B Commitment" means, with respect to each Lender, the
commitment, if any, of such Lender to make Tranche B Loans hereunder during the
Tranche B Availability Period, expressed as an amount representing the maximum
aggregate principal amount of the Tranche B Term Loans to be made by such Lender
hereunder, as such commitment may be (a) reduced or increased from time to time
pursuant to Section 2.06 and (b) reduced or increased from time to time pursuant
to assignments by or to such Lender pursuant to Section 9.04. The initial amount
of each Lender's Tranche B Commitment is set forth on Schedule 2.01, or in the
Assignment and Acceptance pursuant to which such Lender shall have assumed its
Tranche B Commitment, as applicable. The initial aggregate amount of the Tranche
B Commitments is $181,500,000.

                  "Tranche B Loan" means a Loan made pursuant to clause (ii) of
Section 2.01(a).

                  "Tranche B Maturity Date" means December 27, 2007.

                  "Tranche C Availability Period" means the period from and
including the Effective Date to but excluding the earlier of the Tranche C
Availability Termination Date and the date of termination (including by reason
of full utilization) of the Tranche C Commitments.


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<PAGE>   14

                  "Tranche C Availability Termination Date" means the date that
is the third anniversary of the Effective Date.

                  "Tranche C Commitment" means a Tranche C-1 Commitment, a
Tranche C-2 Commitment or a combination thereof (as the context requires).

                  "Tranche C-1 Commitment" means, with respect to each Lender,
the commitment, if any, of such Lender to make Tranche C-1 Loans hereunder
during the Tranche C Availability Period, expressed as an amount representing
the maximum aggregate principal amount of the Tranche C-1 Loans to be made by
such Lender hereunder, as such commitment may be (a) reduced from time to time
pursuant to Section 2.06 and (b) reduced or increased from time to time pursuant
to assignments by or to such Lender pursuant to Section 9.04. The initial amount
of each Lender's Tranche C-1 Commitment is set forth on Schedule 2.01, or in the
Assignment and Acceptance pursuant to which such Lender shall have assumed its
Tranche C Commitment, as applicable. The initial aggregate amount of the Tranche
C-1 Commitments is $50,000,000.

                  "Tranche C-2 Commitment" means, with respect to each Lender,
the commitment, if any, of such Lender to make Tranche C-2 Loans hereunder
during the Tranche C Availability Period, expressed as an amount representing
the maximum aggregate principal amount of the Tranche C-2 Loans to be made by
such Lender hereunder, as such commitment may be (a) reduced from time to time
pursuant to Section 2.06 and (b) reduced or increased from time to time pursuant
to assignments by or to such Lender pursuant to Section 9.04. The initial amount
of each Lender's Tranche C-2 Commitment is set forth on Schedule 2.01, or in the
Assignment and Acceptance pursuant to which such Lender shall have assumed its
Tranche C-2 Commitment, as applicable. The initial aggregate amount of the
Tranche C-2 Commitments is $15,000,000.

                  "Tranche C Loan" means a Tranche C-1 Loan, a Tranche C-2 Loan
or a combination thereof (as the context requires).

                  "Tranche C-1 Loan" means a Loan made pursuant to clause (iii)
of Section 2.01(a).


                                       10
<PAGE>   15

                  "Tranche C-2 Loan" means a Loan made pursuant to clause (iv)
of Section 2.01(a).

                  "Tranche C Maturity Date" means December 27, 2004.

                  "Tranche C Rate" means (a) 7.00% per annum, in the case of an
ABR Borrowing, or (b) 8.00% per annum, in the case of a LIBOR Borrowing.

                  "Type", when used in reference to any Loan or Borrowing,
refers to whether the rate of interest on such Loan, or on the Loans comprising
such Borrowing, is determined by reference to the Adjusted LIBO Rate or the
Alternate Base Rate.

                  "Vesper" means Vesper Sao Paulo S.A., a Brazilian sociedade
por acoes.

                  SECTION 1.02. Classification of Loans and Borrowings. For
purposes of this Agreement, Loans may be classified and referred to by Class
(e.g., a "Tranche A Loan") or by Type (e.g., a "LIBOR Loan") or by Class and
Type (e.g., a "Tranche A LIBOR Loan"). Borrowings also may be classified and
referred to by Class (e.g., a "Tranche A Borrowing") or by Type (e.g., a "LIBOR
Borrowing") or by Class and Type (e.g., a "Tranche A LIBOR Borrowing").

                  SECTION 1.03. Terms Generally. The definitions of terms herein
shall apply equally to the singular and plural forms of the terms defined.
Whenever the context may require, any pronoun shall include the corresponding
masculine, feminine and neuter forms. The words "include", "includes" and
"including" shall be deemed to be followed by the phrase "without limitation".
The word "will" shall be construed to have the same meaning and effect as the
word "shall". Unless the context requires otherwise (a) any definition of or
reference to any agreement, instrument or other document herein shall be
construed as referring to such agreement, instrument or other document as from
time to time amended, supplemented or otherwise modified (subject to any
restrictions on such amendments, supplements or modifications set forth herein),
(b) any reference herein to any Person shall be construed to include such
Person's successors and assigns, (c) the words "herein", "hereof" and
"hereunder", and words of similar import, shall be construed to refer to this
Agreement in its entirety and not to any particular provision hereof, (d) all
references herein to Articles, Sections, Exhibits and Schedules shall be
construed to refer to Articles and Sections of, and Exhibits


                                       11
<PAGE>   16

and Schedules to, this Agreement and (e) the words "asset" and "property" shall
be construed to have the same meaning and effect and to refer to any and all
tangible and intangible assets and properties, including cash, securities,
accounts, contract rights, licenses and intellectual property.

                  SECTION 1.04. Accounting Terms; GAAP. Except as otherwise
expressly provided herein, all terms of an accounting or financial nature shall
be construed in accordance with, and any reconciliation of financial statements
to GAAP hereunder shall be based upon, GAAP, as in effect on the date hereof,
unless the Borrower and the Collateral Agent otherwise agree. Any restriction,
limitation or condition under any Loan Document that is determined by reference
to any financial statement shall be determined as if such financial statement
had been prepared in accordance with GAAP as in effect on the date hereof,
unless the Borrower and the Collateral Agent shall otherwise agree.

                  SECTION 1.05. Provisions of Common Agreement and Collateral
Agency Agreement. Each Lender acknowledges and agrees to the terms of each of
the Common Agreement, the Collateral Agency Agreement and the Substitute
Financing Side Letter and authorizes the Administrative Agent to execute and
deliver each of the Common Agreement, the Collateral Agency Agreement and the
Substitute Financing Side Letter, whereupon each Lender shall be bound by the
terms of each such agreement. The Administrative Agent agrees with the Lenders
that it will communicate any approval or disapproval of any waiver or
modification or any instruction in respect of remedies to the Collateral Agent
under the Collateral Agency Agreement in accordance with the instructions
received by the Administrative Agent from the respective Lenders. All provisions
of the Common Agreement relating to any Loan Document shall (regardless of
whether incorporated in this Agreement by reference thereto) apply to this
Agreement where the context requires. Similarly, all provisions of the Common
Agreement relating to any Loan (as defined therein) shall (regardless of whether
incorporated in this Agreement by reference thereto) apply to each Loan
hereunder where the context requires. In the case of any conflict between the
terms of the Common Agreement and the terms of this Agreement, the terms of this
Agreement, as among Vesper, Holdings, the Borrower, the Administrative Agent and
the Lenders, shall control. It is understood, however, that the Collateral
Agency Agreement provides, under the circumstances set forth therein, for the


                                       12
<PAGE>   17

manner in which certain amendments, modifications, changes and waivers, and the
exercise of certain rights and remedies, are to be implemented and effected, and
that, to the extent any provision of the Common Agreement is referred to herein
or stated herein to be applicable to this Agreement, (a) any such amendment,
modification or change to such provision of the Common Agreement that is
implemented or effected in accordance with the Collateral Agency Agreement shall
implement or effect a comparable change to such provision as applicable to this
Agreement, (b) any waiver of such provision of the Common Agreement that is
given in accordance with the Collateral Agency Agreement shall constitute a
comparable waiver of such provision as applicable to this Agreement, and (c) any
exercise of a right or remedy set forth herein shall be subject to the
applicable provisions, if any, of the Collateral Agency Agreement.


                                   ARTICLE II

                                    The Loans

                  SECTION 2.01. Commitments. (a) Subject to the terms and
conditions set forth herein, each Lender agrees:

                  (i) to make Tranche A Loans to the Borrower at any time and
         from time to time during the Tranche A Availability Period in an
         aggregate principal amount not exceeding its remaining Tranche A
         Commitment at the time;

                  (ii) to make Tranche B Loans to the Borrower at any time and
         from time to time during the Tranche B Availability Period in an
         aggregate principal amount not exceeding its remaining Tranche B
         Commitment at the time;

                  (iii) to make Tranche C-1 Loans to the Borrower at any time
         and from time to time during the Tranche C Availability Period in an
         aggregate principal amount not exceeding its remaining Tranche C-1
         Commitment at the time; and

                  (iv) to make Tranche C-2 Loans to the Borrower at any time and
         from time to time during the Tranche C Availability Period in an
         aggregate principal amount not exceeding its remaining Tranche C-2
         Commitment at the time.


                                       13
<PAGE>   18

                  (b) Subject to Section 2.02(c) of the Common Agreement,
amounts repaid in respect of Loans may not be reborrowed.

                  SECTION 2.02. Loans and Borrowings. (a) Each Loan shall be
made as part of a Borrowing consisting of Loans of the same Type and Class made
by the Lenders ratably in accordance with their respective Commitments; provided
that if a Fronting Commitment of any Class is assigned by a Lucent Lender then,
until such Fronting Commitment is fully drawn, (i) such Lucent Lender shall not
be required to make any additional Loans of such Class and (ii) the amount of
the Loan to be made by the assignee of such Fronting Commitment pursuant to each
Borrowing shall equal the amount of the Loan that would have been made by such
assignee pursuant to such Borrowing without giving effect to such assignment
plus either (A) the amount of the Loan that would have been made by such Lucent
Lender pursuant to such Borrowing without giving effect to such assignment or,
if less, (B) the remaining amount of such Fronting Commitment. The failure of
any Lender to make any Loan required to be made by it shall not relieve any
other Lender of its obligations hereunder; provided that the Commitments of the
Lenders are several and no Lender shall be responsible for any other Lender's
failure to make Loans as required.

                  (b) Subject to Section 2.12, each Borrowing shall be comprised
entirely of LIBOR Loans or ABR Loans as the Borrower may request in accordance
herewith. Each Lender at its option may make any LIBOR Loan by causing any
non-Brazilian branch or Affiliate of such Lender to make such Loan; provided
that any exercise of such option shall not affect the obligation of the Borrower
to repay such Loan in accordance with the terms of this Agreement.

                  (c) At the commencement of each Interest Period for any LIBOR
Borrowing, such Borrowing shall be in an aggregate amount that is an integral
multiple of $1,000,000 and not less than $5,000,000. At the time that each ABR
Borrowing (other than a Capitalized Borrowing) is made, such Borrowing shall be
in an aggregate amount that is not less than $5,000,000; provided that an ABR
Borrowing may be in an aggregate amount that is equal to the entire remaining
Commitments of the applicable Class. Borrowings of more than one Type may be
outstanding at the same time; provided, however, that, notwithstanding any
provision in this Agreement to the contrary, at any time there shall not be
outstanding more than a total of six LIBOR Borrowings.


                                       14
<PAGE>   19

                  (d) Notwithstanding any other provision of this Agreement, the
Borrower shall not be entitled to request, or to elect to convert or continue,
any Borrowing as a LIBOR Borrowing if the Interest Period requested with respect
thereto would end after the Tranche A Maturity Date, the Tranche B Maturity Date
or the Tranche C Maturity Date, as applicable.

                  SECTION 2.03. Requests for Borrowings. To request a Borrowing,
the Borrower shall notify the Administrative Agent of such request by telephone
not later than 11:00 a.m., New York City time, five Business Days before the
date of the proposed Borrowing; provided that, except for Capitalized
Borrowings, the Borrower may make only one request for a Borrowing in any single
calendar month (it being understood that all Borrowings made by the Borrower on
the same date shall be treated as a single request for a Borrowing for purposes
of this limitation). Each such telephonic Borrowing Request shall be irrevocable
and shall be confirmed promptly by hand delivery or telecopy to the
Administrative Agent of a written Borrowing Request in a form approved by the
Administrative Agent and signed by the Borrower. Each such telephonic and
written Borrowing Request shall specify the following information in compliance
with Section 2.02:

                  (i) the aggregate amount of such Borrowing and the use of
         proceeds therefrom in accordance with Section 5.10 of the Common
         Agreement (and each written Borrowing Request shall attach (A) copies
         of the invoices to be paid with such proceeds, except to the extent
         such Borrowing is to be applied (1) to pay principal, fees and interest
         payable hereunder or (2) for working capital purposes and (B)
         irrevocable instructions from Vesper to the Collateral Agent in
         accordance with Section 5.01(h) of the Collateral Agency Agreement,
         instructing the Collateral Agent (1) to apply the proceeds of such
         Borrowing that are to be used to pay such invoices to pay such invoices
         promptly, and in any event within two Business Days of such Borrowing,
         and (2) to transfer the proceeds of such Borrowing that are to be
         applied to pay principal, interest or fees hereunder to the "Loan
         Repayment Account" as defined in the Collateral Agency Agreement);

                  (ii) the date of such Borrowing, which shall be a Business
         Day;


                                       15
<PAGE>   20

                  (iii) whether such Borrowing is to be a LIBOR Borrowing or an
         ABR Borrowing;

                  (iv) the Class of such Borrowing;

                  (v) a certification of (A) the Borrowing Base as of the date
         of such Borrowing Request, calculated after giving effect to the
         application of the proceeds of such Borrowing, and (B) compliance with
         the conditions (including detailed calculations relating thereto)
         described in Sections 4.02(e) and 4.02(f) of the Common Agreement;

                  (vi) a certification of the amount of proceeds of all Loans,
         after giving effect to the use of proceeds of such Borrowing, used for
         the purposes described in clauses (b), (c) and (e) of the first
         sentence of Section 5.10 of the Common Agreement;

                  (vii) in the case of a LIBOR Borrowing, the initial Interest
         Period to be applicable thereto, which shall be a period contemplated
         by the definition of the term "Interest Period"; and

                  (viii) a certification (including detailed calculations
         relating thereto) that Vesper and the Subsidiaries are in compliance,
         on a pro forma basis after giving effect to such Borrowing, with the
         covenants contained in Sections 6.17 and 6.18 of the Common Agreement
         as required pursuant to Section 4.02(c) of the Common Agreement.

If no election as to the Type of Borrowing is specified, or if no Interest
Period is specified with respect to any requested LIBOR Borrowing, then the
Borrower shall be deemed to have selected a LIBOR Borrowing with an Interest
Period of three month's duration; provided, however, that, if such deemed
selection shall result in there being outstanding more than six LIBOR Borrowings
at such time, then the Borrower shall be deemed to have selected an ABR
Borrowing. Promptly following receipt of a Borrowing Request in accordance with
this Section, the Administrative Agent shall advise each Lender of the details
thereof and of the amount of such Lender's Loan to be made as part of the
requested Borrowing.

                  SECTION 2.04. Funding of Borrowings. (a) Each Lender shall
make each Loan to be made by it hereunder on

                                       16

<PAGE>   21

the proposed date thereof by wire transfer of immediately available funds by
12:00 noon, New York City time, to the account of the Administrative Agent most
recently designated by it for such purpose by notice to the Lenders. The
Administrative Agent will make such Loans available to the Borrower by promptly
transmitting the amounts so received to the Collateral Agent for deposit in the
"Cayman Loan Proceeds Account" as defined in the Collateral Agency Agreement.
Notwithstanding the foregoing, (i) any Lender may make its Loan in respect of a
Capitalized Borrowing by crediting the amount thereof against any amount payable
by the Borrower or Vesper to such Lender from the proceeds of such Borrowing and
shall be deemed to have made a Loan in the amount of such credit and (ii) the
Administrative Agent will make the Loans of the other Lenders available as
provided in the preceding sentence.

                  (b) Unless the Administrative Agent shall have received notice
from a Lender prior to the proposed date of any Borrowing that such Lender will
not make available to the Administrative Agent such Lender's share of such
Borrowing, the Administrative Agent may assume that such Lender has made such
share available on such date in accordance with paragraph (a) of this Section
and may, in reliance upon such assumption, make available to the Borrower a
corresponding amount. In such event, if a Lender has not in fact made its share
of the applicable Borrowing available to the Administrative Agent, then the
applicable Lender and the Borrower severally agree to pay to the Administrative
Agent forthwith on demand such corresponding amount with interest thereon, for
each day from and including the date such amount is made available to the
Borrower to but excluding the date of payment to the Administrative Agent, at
(i) in the case of such Lender, the greater of the Federal Funds Effective Rate
and a rate determined by the Administrative Agent in accordance with banking
industry rules on interbank compensation or (ii) in the case of the Borrower,
the interest rate applicable to ABR Loans. If such Lender pays such amount to
the Administrative Agent, then such amount shall constitute such Lender's Loan
included in such Borrowing.

                  SECTION 2.05. Interest Elections. (a) Each Borrowing initially
shall be of the Type specified in the applicable Borrowing Request and, in the
case of a LIBOR Borrowing, shall have an initial Interest Period as specified in
such Borrowing Request. Thereafter, the Borrower may elect to convert such
Borrowing to a different Type or to continue such Borrowing and, in the case of
a


                                       17
<PAGE>   22


LIBOR Borrowing, may elect Interest Periods therefor, all as provided in this
Section. The Borrower may elect different options with respect to different
portions of the affected Borrowing, in which case each such portion shall be
allocated ratably among the Lenders holding the Loans comprising such Borrowing,
and the Loans comprising each such portion shall be considered a separate
Borrowing.

                  (b) To make an election pursuant to this Section, the Borrower
shall notify the Administrative Agent of such election by telephone by the time
that a Borrowing Request would be required under Section 2.03 if the Borrower
were requesting a Borrowing of the Type resulting from such election to be made
on the effective date of such election. Each such telephonic Interest Election
Request shall be irrevocable and shall be confirmed promptly by hand delivery or
telecopy to the Administrative Agent of a written Interest Election Request in a
form approved by the Administrative Agent and signed by the Borrower.

                  (c) Each telephonic and written Interest Election Request
shall specify the following information in compliance with Section 2.02:

                  (i) the Borrowing to which such Interest Election Request
         applies and, if different options are being elected with respect to
         different portions thereof, the portions thereof to be allocated to
         each resulting Borrowing (in which case the information to be specified
         pursuant to clauses (iii) and (iv) below shall be specified for each
         resulting Borrowing);

                  (ii) the effective date of the election made pursuant to such
         Interest Election Request, which shall be a Business Day;

                  (iii) whether the resulting Borrowing is to be a LIBOR
         Borrowing or an ABR Borrowing; and

                  (iv) if the resulting Borrowing is a LIBOR Borrowing, the
         Interest Period to be applicable thereto after giving effect to such
         election, which shall be a period contemplated by the definition of the
         term "Interest Period".

If any such Interest Election Request requests a LIBOR Borrowing but does not
specify an Interest Period, then the Borrower shall be deemed to have selected
an Interest Period of three month's duration.


                                       18
<PAGE>   23

                  (d) Promptly following receipt of an Interest Election
Request, the Administrative Agent shall advise each Lender of the details
thereof and of such Lender's portion of each resulting Borrowing.

                  (e) If the Borrower fails to deliver a timely Interest
Election Request with respect to a LIBOR Borrowing prior to the end of the
Interest Period applicable thereto, then, unless such Borrowing is repaid as
provided herein, at the end of such Interest Period such Borrowing shall be (x)
continued with an Interest Period having a duration equal to that of the
Interest Period then ending with respect to such Borrowing, or (y) if such
continuation would result in there being outstanding more than six LIBOR
Borrowings at such time, converted to an ABR Borrowing. Notwithstanding any
contrary provision hereof, if an Event of Default has occurred and is continuing
and the Administrative Agent, at the request of the Requisite Lenders, so
notifies the Borrower, then, so long as an Event of Default is continuing (i) no
outstanding Borrowing may be converted to or continued as a LIBOR Borrowing and
(ii) unless repaid, each LIBOR Borrowing shall be converted to an ABR Borrowing
at the end of the Interest Period applicable thereto.

                  SECTION 2.06. Termination, Increase and/or Reduction of
Commitments. Commitments shall be terminated, increased or reduced as provided
in and subject to the requirements of Section 2.02 of the Common Agreement.

                  SECTION 2.07. Repayment of Loans; Evidence of Debt. (a) The
Borrower hereby unconditionally promises to pay to the Administrative Agent for
the account of each Lender the then unpaid principal amount of each Loan of such
Lender as provided in Section 2.08.

                  (b) Each Lender shall maintain in accordance with its usual
practice an account or accounts evidencing the indebtedness of the Borrower to
such Lender resulting from each Loan made by such Lender, including the amounts
of principal and interest payable and paid to such Lender from time to time
hereunder.

                  (c) The Administrative Agent shall maintain accounts in which
it shall record (i) the amount of each Loan made hereunder, the Class and Type
thereof and the Interest Period applicable thereto, (ii) the amount of any
principal or interest due and payable or to become due and payable from the
Borrower to each Lender hereunder and

                                       19
<PAGE>   24

(iii) the amount of any sum received by the Administrative Agent hereunder for
the account of the Lenders and each Lender's share thereof.

                  (d) The entries made in the accounts maintained pursuant to
paragraph (b) or (c) of this Section shall be prima facie evidence of the
existence and amounts of the obligations recorded therein; provided that the
failure of any Lender or the Administrative Agent to maintain such accounts or
any error therein shall not in any manner affect the obligation of the Borrower
to repay the Loans in accordance with the terms of this Agreement.

                  (e) Any Lender may request that Loans of any Class made by it
be evidenced by a promissory note. In such event, the Borrower shall prepare,
execute and deliver to such Lender a promissory note payable to the order of
such Lender (or, if requested by such Lender, to such Lender and its registered
assigns) and in a form approved by the Administrative Agent. Thereafter, the
Loans evidenced by such promissory note and interest thereon shall at all times
(including after assignment pursuant to Section 9.04) be represented by one or
more promissory notes in such form payable to the order of the payee named
therein (or, if such promissory note is a registered note, to such payee and its
registered assigns).

                  SECTION 2.08. Amortization of Loans. (a) Subject to adjustment
pursuant to paragraph (d) of this Section, the Borrower shall repay Tranche A
Borrowings on the last Business Day of each month set forth below in an
aggregate amount equal to the percentage set forth opposite such month
multiplied by an amount equal to the sum of all Tranche A Loans made during the
Tranche A Availability Period (whether or not previously repaid); provided that
to the extent that Tranche A Loans are held by an Initial Lender on any such
date that is prior to the fifth anniversary of the Effective Date, the amount of
Tranche A Loans that the Borrower is required to repay under this Section on
such date shall be reduced by the portion of such repayment that would be
distributed to such Initial Lender if it were to receive its pro rate share of
such repayment (and such Initial Lenders shall not be entitled to receive any
portion of the amounts payable by the Borrower pursuant to this paragraph on
such dates):


                                       20
<PAGE>   25

<TABLE>
<CAPTION>
                  Date                            Percentage
                  ----                            ----------
<S>                                               <C>
                  June 2003                           2%
                  December 2003                       2%
                  June 2004                           4%
                  December 2004                       4%
                  June 2005                           10%
                  December 2005                       10%
                  June 2006                           15%
                  December 2006                       15%
                  June 2007                           19%
                  December 2007                       19%
</TABLE>

                  (b) Subject to adjustment pursuant to paragraph (d) of this
Section, the Borrower shall repay Tranche B Borrowings on the last Business Day
of each month set forth below in an aggregate amount equal to the percentage set
forth opposite such month multiplied by an amount equal to the sum of all
Tranche B Loans made during the Tranche B Availability Period (whether or not
previously repaid):

<TABLE>
<CAPTION>
                   Date                           Percentage
                   ----                           ----------
<S>                                               <C>
                   June 2005                         13%
                   December 2005                     13%
                   June 2006                         17%
                   December 2006                     17%
                   June 2007                         20%
                   December 2007                     20%
</TABLE>

                  (c) To the extent not previously paid, (i) all Tranche A Loans
shall be due and payable on the Tranche A Maturity Date, (ii) all Tranche B
Loans shall be due and payable on the Tranche B Maturity Date and (iii) all
Tranche C Loans shall be due and payable on the Tranche C Maturity Date.

                  (d) Any prepayment of the Loans of any Class shall be applied
to reduce the subsequent scheduled repayments of the Borrowings of such Class to
be made pursuant to this Section in the inverse order of maturity thereof.


                                       21
<PAGE>   26

                  (e) Prior to any repayment of any Borrowings hereunder, the
Borrower shall select the Borrowing or Borrowings to be repaid and shall notify
the Administrative Agent by telephone (confirmed by telecopy) of such selection
not later than 2:00 p.m., New York City time, three Business Days before the
scheduled date of such repayment; provided that the Borrower shall select
Borrowings to be repaid such that each Lender shall receive its pro rata share
of such repayment as provided in Section 2.16. Each repayment of a Borrowing
shall be applied ratably to the Loans included in the repaid Borrowing.
Repayments of Borrowings shall be accompanied by the payment of accrued interest
on the amount thereof.

                  SECTION 2.09. Prepayment of Loans. (a) The Borrowings shall be
subject to optional and mandatory prepayment as provided in and subject to the
requirements of Section 2.03 of the Common Agreement.

                  SECTION 2.10. Fees. (a) The Borrower agrees to pay to the
Administrative Agent for the account of each Lender a commitment fee, which
shall accrue on the average daily unused amount of each Lender's Commitment at
the rate of (i) with respect to Tranche A Commitments and Tranche B Commitments,
(A) [***] per annum from and including the Effective Date to but excluding the
earlier of the date on which such Commitments terminate and the first
anniversary of the Effective Date, (B) [***] per annum from and including the
first anniversary of the Effective Date to but excluding the earlier of the date
on which such Commitments terminate and the second anniversary of the Effective
Date and (C) [***] per annum from and including the second anniversary of the
Effective Date to but excluding the date on which such Commitments terminate and
(ii) with respect to the Tranche C-1 Commitments, [***] per annum during the
period from and including the Effective Date to but excluding the date on which
the Tranche C-1 Commitments terminate; provided that, with respect to the
Tranche B Commitments, such fee shall not begin to accrue until the first day of
the Tranche B Availability Period. Accrued commitment fees shall be payable in
arrears on the last day of March, June, September and December of each year and,
in the case of Commitments of any Class, on the date on which the Commitments of
such Class terminate, commencing on the first such date to occur after the
Effective Date. All commitment fees shall be computed on the basis of a year of
360 days and shall be payable for the actual number of days elapsed (including
the first day but excluding the last


[*] Certain material (indicated by an asterisk) has been omitted from this
document pursuant to a request for confidential treatment. The omitted material
has been filed separately with the Securities and Exchange Commission.



                                       22
<PAGE>   27

day). There shall be no commitment fees payable with respect to Tranche C-2
Commitments.

                  (b) The Borrower agrees to pay to Lucent, for its own account,
fees in the amounts and at the times separately agreed.

                  (c) The Borrower agrees to pay to the Administrative Agent,
for its own account, fees in the amounts and at the times separately agreed.

                  (d) All fees payable hereunder shall be paid on the dates due,
in immediately available funds, (i) to the Administrative Agent or to Lucent, as
applicable, in the case of fees payable to it, or (ii) to the Administrative
Agent, in the case of commitment fees, for distribution to the Lenders entitled
thereto. Fees paid shall not be refundable under any circumstances.

                  SECTION 2.11. Interest. (a) The Loans comprising each ABR
Borrowing shall bear interest at the Alternate Base Rate plus the Applicable
Margin.

                  (b) The Loans comprising each LIBOR Borrowing shall bear
interest at the Adjusted LIBO Rate for the Interest Period in effect for such
Borrowing plus the Applicable Margin.

                  (c) Notwithstanding the foregoing, if any principal of or
interest on any Loan or any fee or other amount payable by the Borrower
hereunder or under any other Loan Document is not paid when due, whether at
stated maturity, upon acceleration or otherwise, all amounts under this
Agreement or under any Loan Document shall bear interest, after as well as
before judgment, at a rate per annum equal to (i) in the case of overdue
principal of any Loan 2% plus the rate otherwise applicable to such Loan as
provided in the preceding paragraphs of this Section or (ii) in the case of any
other amount, 2% plus the rate applicable to ABR Tranche A Loans as provided in
paragraph (a) of this Section.

                  (d) All accrued interest on each Loan shall be payable in
arrears on each Interest Payment Date for such Loan; provided that (i) interest
accrued pursuant to paragraph (c) of this Section shall be payable on demand,
(ii) in the event of any repayment or prepayment of any Loan, accrued interest
on the principal amount of such Loan repaid or prepaid shall be payable on the
date of such


                                       23
<PAGE>   28

repayment or prepayment, and (iii) in the event of any conversion of any Loan
prior to the end of the current Interest Period therefor, accrued interest on
such Loan shall be payable on the effective date of such conversion.

                  (e) All interest hereunder shall be computed on the basis of a
year of 360 days, except that interest computed by reference to the Alternate
Base Rate at times when the Alternate Base Rate is based on the Prime Rate shall
be computed on the basis of a year of 365 days (or 366 days in a leap year), and
in each case shall be payable for the actual number of days elapsed (including
the first day but excluding the last day). The applicable Alternate Base Rate or
Adjusted LIBO Rate shall be determined by the Administrative Agent, and such
determination shall be conclusive absent manifest error.

                  SECTION 2.12. Alternate Rate of Interest. If prior to the
commencement of any Interest Period for a LIBOR Borrowing:

                  (a) the Administrative Agent determines (which determination
         shall be conclusive absent manifest error) that adequate and reasonable
         means do not exist for ascertaining the Adjusted LIBO Rate for such
         Interest Period; or

                  (b) the Administrative Agent is advised by a majority in
         interest of the Lenders participating in such Borrowing that the
         Adjusted LIBO Rate for such Interest Period will not adequately and
         fairly reflect the cost to such Lenders of making or maintaining their
         Loans included in such Borrowing for such Interest Period;

then the Administrative Agent shall give notice thereof to the Borrower and the
Lenders by telephone or telecopy as promptly as practicable thereafter and,
until the Administrative Agent notifies the Borrower and the Lenders that the
circumstances giving rise to such notice no longer exist, (i) any Interest
Election Request that requests the conversion of any Borrowing to, or
continuation of any Borrowing as, a LIBOR Borrowing shall be ineffective and
(ii) if any Borrowing Request requests a LIBOR Borrowing, such Borrowing shall
be made as an ABR Borrowing.

                  SECTION 2.13. Increased Costs. (a) If any Change in Law shall:


                                       24
<PAGE>   29

                  (i) impose, modify or deem applicable any reserve, special
         deposit or similar requirement against assets of, deposits with or for
         the account of, or credit extended by, any Lender (except any such
         reserve requirement reflected in the Adjusted LIBO Rate); or

                  (ii) impose on any Lender or the London interbank market any
         other condition affecting this Agreement or LIBOR Loans made by such
         Lender;

and the result of any of the foregoing shall be to increase the cost to such
Lender of making or maintaining any LIBOR Loan (or of maintaining its obligation
to make any such Loan) or to reduce the amount of any sum received or receivable
by such Lender hereunder (whether of principal, interest or otherwise), then the
Borrower will pay to such Lender such additional amount or amounts as will
compensate such Lender for such additional costs incurred or reduction suffered.

                  (b) If any Lender determines that any Change in Law regarding
capital requirements has or would have the effect of reducing the rate of return
on such Lender's capital or on the capital of such Lender's holding company, if
any, as a consequence of this Agreement or the Loans made by such Lender to a
level below that which such Lender or such Lender's holding company could have
achieved but for such Change in Law (taking into consideration such Lender's
policies and the policies of such Lender's holding company with respect to
capital adequacy), then from time to time the Borrower will pay to such Lender
such additional amount or amounts as will compensate such Lender or such
Lender's holding company for any such reduction suffered.

                  (c) A certificate of a Lender setting forth the amount or
amounts necessary to compensate such Lender or its holding company, as the case
may be, as specified in paragraph (a) or (b) of this Section and the basis
therefor shall be delivered to the Borrower and shall be conclusive absent
manifest error. The Borrower shall pay such Lender the amount shown as due on
any such certificate within 10 days after receipt thereof.

                  (d) Failure or delay on the part of any Lender to demand
compensation pursuant to this Section shall not constitute a waiver of such
Lender's right to demand such compensation; provided that the Borrower shall not
be required to compensate a Lender pursuant to this Section for any increased
costs or reductions incurred more than


                                       25
<PAGE>   30

180 days prior to the date that such Lender notifies the Borrower of the Change
in Law giving rise to such increased costs or reductions and of such Lender's
intention to claim compensation therefor; provided further that, if the Change
in Law giving rise to such increased costs or reductions is retroactive, then
the 180-day period referred to above shall be extended to include the period of
retroactive effect thereof.

                  SECTION 2.14. Break Funding Payments. In the event of (a) the
payment of any principal of any LIBOR Loan other than on the last day of an
Interest Period applicable thereto (including as a result of an Event of
Default), (b) the conversion of any LIBOR Loan other than on the last day of the
Interest Period applicable thereto, (c) the failure to borrow, continue or
prepay any LIBOR Loan or to convert any ABR Loan into a LIBOR Loan on the date
specified in any notice delivered pursuant hereto, or (d) the assignment of any
LIBOR Loan other than on the last day of the Interest Period applicable thereto
as a result of a request by the Borrower pursuant to Section 2.17, then, in any
such event, the Borrower shall compensate each Lender for the loss, cost and
expense attributable to such event. In the case of a LIBOR Loan, such loss, cost
or expense to any Lender shall be deemed to include an amount determined by such
Lender to be the excess, if any, of (i) the amount of interest which would have
accrued on the principal amount of such Loan had such event not occurred, at the
Adjusted LIBO Rate that would have been applicable to such Loan, for the period
from the date of such event to the last day of the then current Interest Period
therefor (or, in the case of a failure to borrow, convert or continue, for the
period that would have been the Interest Period for such Loan), over (ii) the
amount of interest which would accrue on such principal amount for such period
at the interest rate which such Lender would bid were it to bid, at the
commencement of such period, for dollar deposits of a comparable amount and
period from other banks in the Eurodollar market. A certificate of any Lender
setting forth any amount or amounts that such Lender is entitled to receive
pursuant to this Section shall be delivered to the Borrower and shall be
conclusive absent manifest error. The Borrower shall pay such Lender the amount
shown as due on any such certificate within 10 days after receipt thereof.

                  SECTION 2.15. Taxes. (a) Any and all payments by or on account
of any obligation of the Borrower hereunder or under any other Loan Document
shall be made free and clear of and without deduction for any Indemnified Taxes
or


                                       26
<PAGE>   31

Other Taxes; provided that, if the Borrower shall be required to deduct any
Indemnified Taxes or Other Taxes from such payments, then (i) the sum payable
shall be increased as necessary so that after making all required deductions
(including deductions applicable to additional sums payable under this Section)
the Administrative Agent or Lender receives an amount equal to the sum it would
have received had no such deductions been made, (ii) the Borrower shall make
such deductions and (iii) the Borrower shall pay the full amount deducted to the
relevant Governmental Authority in accordance with applicable law.

                  (b) In addition, the Borrower shall pay any Other Taxes to the
relevant Governmental Authority in accordance with applicable law.

                  (c) The Borrower shall indemnify the Administrative Agent and
each Lender, within 10 days after written demand therefor, for the full amount
of any Indemnified Taxes or Other Taxes paid by the Administrative Agent or such
Lender on or with respect to any payment by or on account of any obligation of
the Borrower hereunder or under any other Loan Document (including Indemnified
Taxes or Other Taxes imposed or asserted on or attributable to amounts payable
under this Section) and any penalties, interest and reasonable expenses arising
therefrom or with respect thereto, whether or not such Indemnified Taxes or
Other Taxes were correctly or legally imposed or asserted by the relevant
Governmental Authority. A certificate as to the amount of such payment or
liability delivered to the Borrower by a Lender, or by the Administrative Agent
on its own behalf or on behalf of a Lender, shall be conclusive absent manifest
error.

                  (d) As soon as practicable after any payment of Indemnified
Taxes or Other Taxes by the Borrower to a Governmental Authority, the Borrower
shall deliver to the Administrative Agent the original or a certified copy of a
receipt issued by such Governmental Authority evidencing such payment, a copy of
the return reporting such payment or other evidence of such payment reasonably
satisfactory to the Administrative Agent.

                  (e) Any Foreign Lender that is entitled to an exemption from
or reduction of withholding tax under the law of the jurisdiction in which the
Borrower is located, or any treaty to which such jurisdiction is a party, with
respect to payments under this Agreement shall deliver to the Borrower (with a
copy to the Administrative Agent), at the


                                       27
<PAGE>   32

time or times prescribed by applicable law, such properly completed and executed
documentation prescribed by applicable law or reasonably requested by the
Borrower as will permit such payments to be made without withholding or at a
reduced rate; provided that such Foreign Lender has received written notice from
the Borrower advising it of the availability of such exemption or reduction and
supplying all applicable documentation.

                  SECTION 2.16. Payments Generally; Pro Rata Treatment; Sharing
of Setoffs. (a) The Borrower shall make each payment required to be made by it
hereunder or under any other Loan Document (whether of principal, interest or
fees, or of amounts payable under Section 2.13, 2.14 or 2.15, or otherwise)
prior to 12:00 (noon), New York City time, on the date when due, in immediately
available funds, without setoff or counterclaim. Any amounts received after such
time on any date may, in the discretion of the Administrative Agent, be deemed
to have been received on the next succeeding Business Day for purposes of
calculating interest thereon. All such payments shall be made to the
Administrative Agent at Societe Generale N.A. New York Branch, Fed#026004226 or
Chips ABA#422, LSA Account No. 9049118, Ref.: Vesper (or such other account as
the Administrative Agent shall from time to time specify by notice), except that
payments pursuant to Sections 2.10(b), 2.10(c), 2.13, 2.14, 2.15 and 9.03 shall
be made directly to the Persons entitled thereto and payments pursuant to other
Loan Documents shall be made to the Persons specified therein. The
Administrative Agent shall distribute any such payments received by it for the
account of any other Person to the appropriate recipient promptly following
receipt thereof. If any payment under any Loan Document shall be due on a day
that is not a Business Day, the date for payment shall be extended to the next
succeeding Business Day, and, in the case of any payment accruing interest,
interest thereon shall be payable for the period of such extension. All payments
under each Loan Document shall be made in dollars.

                  (b) Each repayment or prepayment of principal of the Loans
hereunder, or selection of Borrowings for repayment or prepayment, shall be made
such that the benefit of such repayment or prepayment is shared by the Lenders
ratably in accordance with the aggregate principal amount of their respective
Loans then outstanding; provided that, in the case of any scheduled repayment
pursuant to Section 2.08, the benefit of such repayment shall be shared by the
Lenders ratably in accordance with the aggregate principal


                                       28
<PAGE>   33

amount of their respective Loans of the applicable Class then outstanding
(except as provided in such Section with respect to scheduled principal payments
of Tranche A Loans prior to the fifth anniversary of the Effective Date that are
not to be distributed to Initial Lenders).

                  (c) If at any time insufficient funds are received by and
available to the Administrative Agent to pay fully all amounts of principal,
interest and fees then due hereunder, such funds shall be applied (i) first,
towards payment of interest and fees then due hereunder, ratably among the
parties entitled thereto in accordance with the amounts of interest and fees
then due to such parties, and (ii) second, towards payment of principal then due
hereunder, ratably among the parties entitled thereto in accordance with the
amounts of principal then due to such parties.

                  (d) Unless the Administrative Agent shall have received notice
from the Borrower prior to the date on which any payment is due to the
Administrative Agent for the account of the Lenders hereunder that the Borrower
will not make such payment, the Administrative Agent may assume that the
Borrower has made such payment on such date in accordance herewith and may, in
reliance upon such assumption, distribute to the Lenders the amount due. In such
event, if the Borrower has not in fact made such payment, then each of the
Lenders severally agrees to repay to the Administrative Agent forthwith on
demand the amount so distributed to such Lender with interest thereon, for each
day from and including the date such amount is distributed to it to but
excluding the date of payment to the Administrative Agent, at the greater of the
Federal Funds Effective Rate and a rate determined by the Administrative Agent
in accordance with banking industry rules on interbank compensation.

                  (e) Without limiting the generality of paragraph (a) above,
the Borrower's and Vesper's respective obligations to make each payment required
to be made by it hereunder or under any other Loan Document (whether of
principal, interest, fees or otherwise) shall be absolute and unconditional and
shall not be subject to any delay, reduction, setoff, counterclaim, defense or
recoupment for any reason, including any dispute with, breach of representation
or warranty by or claim against any supplier, manufacturer, installer, vendor or
distributer, including Lucent.


                                       29
<PAGE>   34

                  SECTION 2.17. Mitigation Obligations; Replacement of Lenders.
(a) If any Lender requests compensation under Section 2.13, or if the Borrower
is required to pay any additional amount to any Lender or any Governmental
Authority for the account of any Lender pursuant to Section 2.15, then such
Lender shall use reasonable efforts to designate a different lending office for
funding or booking its Loans hereunder or to assign its rights and obligations
hereunder to another of its offices, branches or affiliates, if, in the judgment
of such Lender, such designation or assignment (i) would eliminate or reduce
amounts payable pursuant to Section 2.13 or 2.15, as the case may be, in the
future and (ii) would not subject such Lender to any unreimbursed cost or
expense and would not otherwise be disadvantageous to such Lender. The Borrower
hereby agrees to pay all reasonable costs and expenses incurred by any Lender in
connection with any such designation or assignment.

                  (b) If any Lender requests compensation under Section 2.13, or
if the Borrower is required to pay any additional amount to any Lender or any
Governmental Authority for the account of any Lender pursuant to Section 2.15,
then the Borrower may, at its sole expense and effort, upon notice to such
Lender and the Administrative Agent, require such Lender to assign and delegate,
without recourse (in accordance with and subject to the restrictions contained
in Section 9.04), all its interests, rights and obligations under this Agreement
to an assignee that shall assume such obligations (which assignee may be another
Lender, if a Lender accepts such assignment); provided that (i) the Borrower
shall have received the prior written consent of the Administrative Agent, which
consent shall not unreasonably be withheld, (ii) such Lender shall have received
payment of an amount equal to the outstanding principal of its Loans, accrued
interest thereon, accrued fees and all other amounts payable to it hereunder and
under the Common Agreement, from the assignee (to the extent of such outstanding
principal and accrued interest and fees) or the Borrower (in the case of all
other amounts) and (iii) such assignment will result in a material reduction in
such compensation or payments. A Lender shall not be required to make any such
assignment and delegation if, prior thereto, as a result of a waiver by such
Lender or otherwise, the circumstances entitling the Borrower to require such
assignment and delegation cease to apply.



                                       30
<PAGE>   35

                                   ARTICLE III

                         Representations and Warranties

                  Each of Holdings, Vesper and the Borrower represents and
warrants to the Lenders that the representations and warranties set forth in
Article III of the Common Agreement are true and correct.


                                   ARTICLE IV

                                   Conditions

                  SECTION 4.01. Effective Date. The obligations of the Lenders
to make Loans hereunder shall not become effective until the Effective Date, as
provided in Section 4.01 of the Common Agreement. In addition, the obligations
of the Lenders to make Loans will also be subject to the satisfaction (or waiver
in accordance with Section 9.02 hereof) of the condition precedent that any
reduction in the purchase commitment pursuant to the Lucent Supply Contract
shall have been specified to Lucent in writing prior to the Effective Date, and,
in any event, such reduction shall not (a) be for any purpose other than to
accommodate the purchase of CDMA fixed wireless equipment from Ericsson and (b)
reduce such purchase commitment by more than 20%.

                  SECTION 4.02. Each Borrowing. (a) The obligation of each
Lender to make a Loan on the occasion of any Borrowing is subject to the
satisfaction of the conditions set forth in Section 4.02 of the Common
Agreement.

                  (b) Each Borrowing shall be deemed to constitute a
representation and warranty by the Borrower on the date thereof as to the
matters specified in Section 4.02 of the Common Agreement.


                                    ARTICLE V

                              Affirmative Covenants

                  Until the Commitments have expired or been terminated and the
principal of and interest on each Loan and all fees payable hereunder shall have
been paid in full, each of Holdings, Vesper and the Borrower covenants and
agrees with the Lenders that it shall observe and perform the covenants set
forth in Article V of the Common Agreement.


                                       31
<PAGE>   36

                                   ARTICLE VI

                               Negative Covenants

                  Until the Commitments have expired or terminated and the
principal of and interest on each Loan and all fees payable hereunder have been
paid in full, each of Holdings, Vesper and the Borrower covenants and agrees
with the Lenders that it shall observe and perform the covenants set forth in
Article VI of the Common Agreement.


                                   ARTICLE VII

                                Events of Default

                  The Events of Default hereunder shall be as provided in
Article VII of the Common Agreement.


                                  ARTICLE VIII

                                   The Agents

                  Each of the Lenders hereby irrevocably appoints the
Administrative Agent as its agent and authorizes the Administrative Agent to
take such actions on its behalf and to exercise such powers as are delegated to
the Administrative Agent by the terms of the Loan Documents, together with such
actions and powers as are reasonably incidental thereto.

                  Any Person serving as Administrative Agent hereunder shall
have the same rights and powers in its capacity as a Lender as any other Lender
and may exercise the same as though it were not the Administrative Agent, and
such Person and its Affiliates may accept deposits from, lend money to and
generally engage in any kind of business with the Borrower or any Subsidiary or
other Affiliate thereof as if it were not the Administrative Agent hereunder.

                  The Administrative Agent shall not have any duties or
obligations except those expressly set forth in the Loan Documents. Without
limiting the generality of the foregoing, (a) the Administrative Agent shall not
be subject


                                       32
<PAGE>   37

to any fiduciary or other implied duties, regardless of whether a Default has
occurred and is continuing, (b) the Administrative Agent shall not have any duty
to take any discretionary action or exercise any discretionary powers, except
discretionary rights and powers expressly contemplated by the Loan Documents
that the Administrative Agent is required to exercise in writing by the
Requisite Lenders (or such other number or percentage of the Lenders as shall be
necessary under the circumstances as provided in Section 9.02 hereof or Article
VIII of the Collateral Agency Agreement) and (c) except as expressly set forth
in the Loan Documents, the Administrative Agent shall not have any duty to
disclose, and shall not be liable for the failure to disclose, any information
relating to any of the Loan Parties that is communicated to or obtained by the
Person serving as Administrative Agent or any of its Affiliates in any capacity.
Notwithstanding the foregoing, the Lenders acknowledge that the Loan Documents
provide for the exercise of discretionary rights and powers by the
Administrative Agent under the circumstances expressly set forth in the Loan
Documents. The Administrative Agent shall not be liable for any action taken or
not taken by it with the consent or at the request of the Requisite Lenders (or
such other number or percentage of the Lenders as shall be necessary under the
circumstances as provided in Section 9.02) or in the absence of its own gross
negligence or wilful misconduct. The Administrative Agent shall be deemed not to
have knowledge of any Default unless and until written notice thereof is given
to it by the Borrower or a Lender, and the Administrative Agent shall not be
responsible for or have any duty to ascertain or inquire into (i) any statement,
warranty or representation made in or in connection with any Loan Document, (ii)
the contents of any certificate, report or other document delivered thereunder
or in connection therewith, (iii) the performance or observance of any of the
covenants, agreements or other terms or conditions set forth in any Loan
Document, (iv) the validity, enforceability, effectiveness or genuineness of any
Loan Document or any other agreement, instrument or document, or (v) the
satisfaction of any condition set forth (or incorporated by reference) in
Article IV or elsewhere in any Loan Document, other than to confirm receipt of
items expressly required to be delivered to the Administrative Agent.

                  The Administrative Agent shall be entitled to rely upon, and
shall not incur any liability for relying upon, any notice, request,
certificate, consent, statement, instrument, document or other writing believed
by it to be


                                       33
<PAGE>   38

genuine and to have been signed or sent by the proper Person. The Administrative
Agent also may rely upon any statement made to it orally or by telephone and
believed by it to be made by the proper Person, and shall not incur any
liability for relying thereon. The Administrative Agent may consult with legal
counsel (who may be counsel for the Borrower), independent accountants and other
experts selected by it, and shall not be liable for any action taken or not
taken by it in accordance with the advice of any such counsel, accountants or
experts.

                  The Administrative Agent may perform any and all its duties
and exercise its rights and powers by or through any one or more sub-agents
appointed by the Administrative Agent. The Administrative Agent and any such
sub-agent may perform any and all its duties and exercise its rights and powers
through their respective Related Parties. The exculpatory provisions of the
preceding paragraphs shall apply to any such sub-agent and to the Related
Parties of the Administrative Agent and any such sub-agent, and shall apply to
their respective activities in connection with the syndication of the credit
facilities provided for herein as well as activities as Administrative Agent.

                  Subject to the appointment and acceptance of a successor
Administrative Agent as provided in this paragraph, the Administrative Agent may
resign at any time by notifying the Lenders and the Borrower. Upon any such
resignation, the Requisite Lenders shall have the right to appoint a successor.
If no successor shall have been so appointed by the Requisite Lenders and shall
have accepted such appointment within 30 days after the retiring Administrative
Agent gives notice of its resignation, then the retiring Administrative Agent
may, on behalf of the Lenders, appoint a successor Administrative Agent which
shall be a bank which has total assets in excess of $500,000,000 with an office
in New York, New York, or an Affiliate of any such bank. The appointment of any
successor to the Administrative Agent (other than an Affiliate of the
Administrative Agent) shall be subject, unless a Default shall have occurred and
be continuing, to the approval of the Borrower, such approval not to be
unreasonably withheld. Upon the acceptance of its appointment as Administrative
Agent hereunder by a successor, such successor shall 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
from its duties and obligations hereunder. The fees payable by the Borrower to


                                       34
<PAGE>   39

a successor Administrative Agent shall be the same as those payable to its
predecessor unless otherwise agreed between the Borrower and such successor.
After the Administrative Agent's resignation hereunder, the provisions of this
Article and Section 9.03 shall continue in effect for the benefit of such
retiring Administrative Agent, its sub-agents and their respective Related
Parties in respect of any actions taken or omitted to be taken by any of them
while it was acting as Administrative Agent.

                  Each Lender acknowledges that it has, independently and
without reliance upon the Administrative Agent or any other Lender 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 Lender also
acknowledges that it will, independently and without reliance upon the
Administrative Agent or any other Lender and based on such documents and
information as it shall from time to time deem appropriate, continue to make its
own decisions in taking or not taking action under or based upon this Agreement,
any other Loan Document or related agreement or any document furnished hereunder
or thereunder.

                  Each Lender acknowledges and agrees to the terms of the
Collateral Agency Agreement and to the appointment of the Collateral Agent (and
any agent, sub-agent or attorney-in-fact of the Collateral Agent appointed as
provided in the Collateral Agency Agreement) to act as collateral and
intercreditor agent under the Collateral Agency Agreement and the other Loan
Documents.


                                   ARTICLE IX

                                  Miscellaneous

                  SECTION 9.01. Notices. Except in the case of notices and other
communications expressly permitted to be given by telephone, all notices and
other communications provided for herein shall be in writing and shall be
delivered by hand or overnight courier service, mailed by certified or
registered mail or sent by telecopy, as follows:

                  (a) if to the Borrower, to it at Vesper Sao Paulo S.A., Attn:
         Legal Department, Av: das Nacoes Unidas, 4777, 12 andar 05477-00, Sao
         Paulo SP, Brasil (Telecopy No. 011-55-11-3024-7504);


                                       35
<PAGE>   40

                  (b) if to Vesper, to it at Vesper Sao Paulo S.A., Attn: Legal
         Department, Av: das Nacoes Unidas, 4777, 12 andar 05477-00, Sao Paulo
         SP, Brasil (Telecopy No. 011-55-11-3024-7504);

                  (c) if to Holdings, to it at Vesper Sao Paulo S.A., Attn:
         Legal Department, Av: das Nacoes Unidas, 4777, 12 andar 05477-00, Sao
         Paulo SP, Brasil (Telecopy No. 011-55-11-3024-7504); (d) if to the
         Collateral Agent, to it as provided in the Collateral Agency Agreement;

                  (e) if to the Administrative Agent, to it at Societe Generale
         N.A. New York Branch, Attn: Kathy Alvarez (Telecopy No. 212-278-7434;
         Telephone No. 212-278-6177);

                  (f) if to Lucent, to it at 283 King George Road, Warren, New
         Jersey 07059, Attention of Assistant Treasurer-Project Finance
         (Telecopy No. (908) 559-1711); and

                  (g) if to any other Lender, to it at its address (or telecopy
         number) set forth in its Administrative Questionnaire.

Any party hereto may change its address or telecopy number for notices and other
communications hereunder by notice to the other parties hereto. All notices and
other communications given to any party hereto in accordance with the provisions
of this Agreement shall be deemed to have been given on the date of receipt.

                  SECTION 9.02. Waivers; Amendments. (a) No failure or delay by
either Agent or any Lender in exercising any right or power hereunder or under
any other Loan Document shall operate as a waiver thereof, nor shall any single
or partial exercise of any such right or power, or any abandonment or
discontinuance of steps to enforce such a right or power, preclude any other or
further exercise thereof or the exercise of any other right or power. The rights
and remedies of the Agents and the Lenders hereunder and under the other Loan
Documents are cumulative and are not exclusive of any rights or remedies that
they would otherwise have. Subject to Section 1.05, no waiver of any provision
of this Agreement or consent to any departure by any Loan Party therefrom shall
in any event be effective unless the same shall be permitted by paragraph (b) of
this


                                       36
<PAGE>   41

Section, and then such waiver or consent shall be effective only in the specific
instance and for the purpose for which given. Without limiting the generality of
the foregoing, the making of a Loan shall not be construed as a waiver of any
Default, regardless of whether an Agent or any Lender may have had notice or
knowledge of such Default at the time.

                  (b) Subject to Section 1.05 of this Agreement and Article VIII
of the Collateral Agency Agreement, neither this Agreement nor any provision
hereof may be waived, amended or modified except pursuant to an agreement or
agreements in writing entered into by the Borrower and the Requisite Lenders;
provided that no such agreement shall (i) increase the Commitment of any Lender
without the written consent of such Lender, (ii) reduce the principal amount of
any Loan or reduce the rate of interest on such Loan, or reduce any fees payable
hereunder, without the written consent of each Lender affected thereby, (iii)
postpone the scheduled date of payment of the principal amount of any Loan or
any interest thereon, or any fees payable hereunder, or reduce the amount of,
waive or excuse any such payment, or postpone the scheduled date of expiration
of any Commitment, without the written consent of each Lender affected thereby,
(iv) change Section 2.16(b) or (c) in a manner that would alter the pro rata
sharing of payments required thereby, without the written consent of each
Lender, or (v) change any of the provisions of this Section or the definition of
"Requisite Lenders" or any other provision of this Agreement specifying the
number or percentage of Lenders required to waive, amend or modify any rights
thereunder or make any determination or grant any consent thereunder, without
the written consent of each Lender; provided further that no such agreement
shall amend, modify or otherwise affect the rights or duties of the
Administrative Agent without the prior written consent of the Administrative
Agent. No Loan Document, may be waived, amended or modified except in accordance
with Article VIII of the Collateral Agency Agreement.

                  SECTION 9.03. Expenses; Indemnity; Damage Waiver. (a) The
Borrower shall pay expenses and shall indemnify the Administrative Agent and
each Lender and each Related Party of either of the foregoing Persons as
provided in Section 8.03(a) and Section 8.03(b) of the Common Agreement, (b)
each Lender shall agree to pay its pro rata share of unpaid amounts as provided
in Section 8.03(c) of the Common Agreement, (c) none of the Borrower, Vesper or
Holdings shall assert and shall


                                       37
<PAGE>   42

waive certain claims and each shall waive certain damages as provided in Section
8.03(d) of the Common Agreement and (d) all amounts due under this Section shall
be payable as provided in Section 8.03(e) of the Common Agreement.

                  SECTION 9.04. Successors and Assigns. (a) The provisions of
this Agreement shall be binding upon and inure to the benefit of the parties
hereto and their respective successors and assigns permitted hereby, except that
none of the Borrower, Vesper or Holdings may assign or otherwise transfer any of
its rights or obligations hereunder without the prior written consent of each
Lender (and any attempted assignment or transfer by the Borrower, Vesper or
Holdings without such consent shall be null and void). Nothing in this
Agreement, expressed or implied, shall be construed to confer upon any Person
(other than the parties hereto, their respective successors and assigns
permitted hereby and, to the extent expressly contemplated hereby, the Related
Parties of the Administrative Agent and the Lenders) any legal or equitable
right, remedy or claim under or by reason of this Agreement.

                  (b) Any Lender may assign to one or more Eligible Assignees
all or a portion of its rights and obligations under this Agreement (including
all or a portion of its Commitment and the Loans at the time owing to it);
provided that (i) except in the case of an assignment to Lucent, Harris, a
Lender or an Affiliate of Lucent, Harris or a Lender, the Administrative Agent
must give its prior written consent to such assignment (which consent shall not
be unreasonably withheld or delayed), (ii) except in the case of an assignment
of the entire remaining amount of the assigning Lender's Commitment and Loans,
the amount of the Commitment and Loans of the assigning Lender subject to each
such assignment (determined as of the date the Assignment and Acceptance with
respect to such assignment is delivered to the Administrative Agent) shall not
be less than $5,000,000 unless the Borrower otherwise consents (except that this
clause shall not prohibit the assignment (A) to Harris or an Affiliate of Harris
of any Loans or Commitments in any dollar amount or (B) of a Fronting Commitment
in any dollar amount, (iii) each partial assignment shall be made as an
assignment of a proportionate part of all the assigning Lender's rights and
obligations under this Agreement, except that this clause (iii) shall not be
construed to prohibit the assignment of a proportionate part of all of the
assigning Lender's rights and obligations in respect of (A) Loans separately
from (or without assigning) Commitments, (B) Commitments separately from (or
without


                                       38
<PAGE>   43

assigning) Loans or (C) Commitments or Loans of any Class or Classes separately
from (or without assigning) Commitments or Loans of any other Class or Classes,
(iv) the parties to each assignment shall execute and deliver to the
Administrative Agent an Assignment and Acceptance, together with a processing
and recordation fee of $3,500 except that any assignment by or to a Lucent
Lender shall not require the payment of such fee, and (v) the assignee, if it
shall not be a Lender, shall deliver to the Administrative Agent an
Administrative Questionnaire; provided further that any consent of the Borrower
otherwise required under this paragraph shall not be required if an Event of
Default under clause (h), (i) or (j) of Section 7.01 of the Common Agreement has
occurred and is continuing. Subject to acceptance and recording thereof pursuant
to paragraph (d) of this Section, from and after the effective date specified in
each Assignment and Acceptance the assignee thereunder shall be a party hereto
and, to the extent of the interest assigned by such Assignment and Acceptance,
have the rights and obligations of a Lender under this Agreement, and the
assigning Lender thereunder shall, to the extent of the interest assigned by
such Assignment and Acceptance, be released from its obligations under this
Agreement (and, in the case of an Assignment and Acceptance covering all of the
assigning Lender's rights and obligations under this Agreement, such Lender
shall cease to be a party hereto but shall continue to be entitled to the
benefits of Sections 2.13, 2.14, 2.15 and 9.03). Any assignment or transfer by a
Lender of rights or obligations under this Agreement that does not comply with
this paragraph shall be treated for purposes of this Agreement as a sale by such
Lender of a participation in such rights and obligations in accordance with
paragraph (e) of this Section.

                  (c) The Administrative Agent, acting for this purpose as an
agent of the Borrower, shall maintain at one of its offices a copy of each
Assignment and Acceptance delivered to it and a register for the recordation of
the names and addresses of the Lenders, and the Commitments of, and principal
amount of the Loans owing to, each Lender pursuant to the terms hereof from time
to time (the "Register"). The entries in the Register shall be conclusive, and
the Borrower, the Agents and the Lenders may treat each Person whose name is
recorded in the Register pursuant to the terms hereof as a Lender hereunder for
all purposes of this Agreement, notwithstanding notice to the contrary. The
Register shall be available for inspection by the Borrower and any Lender, at
any reasonable time and from time to time upon reasonable prior notice.


                                       39
<PAGE>   44

                  (d) Upon its receipt of a duly completed Assignment and
Acceptance executed by an assigning Lender and an assignee, the assignee's
completed Administrative Questionnaire (unless the assignee shall already be a
Lender hereunder), the processing and recordation fee referred to in paragraph
(b) of this Section and any written consent to such assignment required by
paragraph (b) of this Section, the Administrative Agent shall accept such
Assignment and Acceptance and record the information contained therein in the
Register. No assignment shall be effective for purposes of this Agreement unless
it has been recorded in the Register as provided in this paragraph.

                  (e) Any Lender may, without the consent of the Borrower, the
Administrative Agent or any other party hereto, sell participations to one or
more banks or other entities (a "Participant") in all or a portion of such
Lender's rights and obligations under this Agreement (including all or a portion
of its Commitments and the Loans owing to it); provided that (i) such Lender's
obligations under this Agreement shall remain unchanged, (ii) such Lender shall
remain solely responsible to the other parties hereto for the performance of
such obligations and (iii) the Borrower, the Agents and the other Lenders shall
continue to deal solely and directly with such Lender in connection with such
Lender's rights and obligations under this Agreement. Any agreement or
instrument pursuant to which a Lender sells such a participation shall provide
that such Lender shall retain the sole right to enforce the Loan Documents and
to approve any amendment, modification or waiver of any provision of the Loan
Documents; provided that such agreement or instrument may provide that such
Lender will not, without the consent of the Participant, agree to any amendment,
modification or waiver described in the first proviso to Section 9.02(b) that
affects such Participant. Subject to paragraph (f) of this Section, the Borrower
agrees that each Participant shall be entitled to the benefits of Sections 2.13,
2.14 and 2.15 to the same extent as if it were a Lender and had acquired its
interest by assignment pursuant to paragraph (b) of this Section. To the extent
permitted by law, each Participant also shall be entitled to the benefits of
Section 9.08 as though it were a Lender, provided such Participant agrees to be
subject to Section 5.06 of the Collateral Agency Agreement as though it were a
Lender.

                  (f) A Participant that would be a Foreign Lender if it were a
Lender shall not be entitled to the benefits of


                                       40
<PAGE>   45

Section 2.15 unless the Borrower is notified of the participation sold to such
Participant and such Participant agrees, for the benefit of the Borrower, to
comply with Section 2.15(e) as though it were a Lender.

                  (g) Any Lender may at any time pledge or assign a security
interest in all or any portion of its rights under this Agreement to secure
obligations of such Lender, including any pledge or assignment to secure
obligations to a Federal Reserve Bank, and this Section shall not apply to any
such pledge or assignment of a security interest; provided that no such pledge
or assignment of a security interest shall release a Lender from any of its
obligations hereunder or substitute any such pledgee or assignee for such Lender
as a party hereto.

                  (h) The parties hereto hereby acknowledge, for the purposes of
articles 999, 1000 and 1003 of the Brazilian Civil Code, that the assignment of
any Loans and/or Commitments are not intended to constitute a new obligation of
the Borrower and any Loans and/or Commitments assigned shall be entitled to and
have the same rights to any and all Collateral as the Initial Lenders.

                  SECTION 9.05. Survival. All covenants, agreements,
representations and warranties made by the Loan Parties in the Loan Documents
and in the certificates or other instruments delivered in connection with or
pursuant to this Agreement or any other Loan Document shall be considered to
have been relied upon by the other parties hereto and shall survive the
execution and delivery of the Loan Documents and the making of any Loans,
regardless of any investigation made by any such other party or on its behalf
and notwithstanding that any Agent or any Lender may have had notice or
knowledge of any Default or incorrect representation or warranty at the time any
credit is extended hereunder, and shall continue in full force and effect as
long as the principal of or any accrued interest on any Loan or any fee or any
other amount payable under this Agreement is outstanding and unpaid and so long
as the Commitments have not expired or terminated. The provisions of Sections
2.13, 2.14, 2.15 and 9.03 and Article VIII shall survive and remain in full
force and effect regardless of the consummation of the transactions contemplated
hereby, the repayment of the Loans, the expiration or termination of the
Commitments or the termination of this Agreement or any provision hereof.


                                       41
<PAGE>   46

                  SECTION 9.06. Counterparts; Integration; Effectiveness. This
Agreement may be executed in counterparts (and by different parties hereto on
different counterparts), each of which shall constitute an original, but all of
which when taken together shall constitute a single contract. This Agreement
(including any agreement referred to herein), the other Loan Documents and any
separate letter agreements with respect to the Borrower's and other Persons'
agreement to cooperate with Lucent and other Lenders with respect to marketing,
selling or syndicating Loans and Commitments or with respect to fees payable to
Lucent or the Administrative Agent constitute the entire contract among the
parties relating to the subject matter hereof and supersede any and all previous
agreements and understandings, oral or written, relating to the subject matter
hereof. Except as provided in Section 4.01, this Agreement shall become
effective when it shall have been executed by the Administrative Agent and when
the Administrative Agent shall have received counterparts hereof which, when
taken together, bear the signatures of each of the other parties hereto, and
thereafter shall be binding upon and inure to the benefit of the parties hereto
and their respective successors and assigns. Delivery of an executed counterpart
of a signature page of this Agreement by telecopy shall be effective as delivery
of a manually executed counterpart of this Agreement.

                  SECTION 9.07. Severability. Any provision of this Agreement
held to be invalid, illegal or unenforceable in any jurisdiction shall, as to
such jurisdiction, be ineffective to the extent of such invalidity, illegality
or unenforceability without affecting the validity, legality and enforceability
of the remaining provisions hereof; and the invalidity of a particular provision
in a particular jurisdiction shall not invalidate such provision in any other
jurisdiction.

                  SECTION 9.08. Right of Setoff. If an Event of Default shall
have occurred and be continuing, each Lender and each of its Affiliates is
hereby authorized at any time and from time to time, to the fullest extent
permitted by law, to set off and apply any and all deposits (general or special,
time or demand, provisional or final) at any time held and other obligations at
any time owing by such Lender or Affiliate to or for the credit or the account
of the Borrower against any of and all the obligations of the Borrower now or
hereafter existing under this Agreement held by such Lender, irrespective of
whether or not such Lender shall have made any demand under this Agreement and
although


                                       42
<PAGE>   47

such obligations may be unmatured. The rights of each Lender under this Section
are in addition to other rights and remedies (including other rights of setoff)
which such Lender may have.

                  SECTION 9.09. Governing Law; Jurisdiction; Consent to Service
of Process. (a) This Agreement shall be construed in accordance with and
governed by the law of the State of New York.

                  (b) Each of the Borrower, Vesper and Holdings hereby
irrevocably and unconditionally submits, for itself and its property, to the
nonexclusive jurisdiction of the Supreme Court of the State of New York sitting
in New York County and of the United States District Court of the Southern
District of New York, and any appellate court from any thereof, in any action or
proceeding arising out of or relating to any Loan Document, or for recognition
or enforcement of any judgment, and each of the parties hereto hereby
irrevocably and unconditionally agrees that all claims in respect of any such
action or proceeding may be heard and determined in such New York State or, to
the extent permitted by law, in such Federal court. Each of the parties hereto
agrees that a final judgment in any such action or proceeding shall be
conclusive and may be enforced in other jurisdictions by suit on the judgment or
in any other manner provided by law. Nothing in this Agreement or any other Loan
Document shall affect any right that either Agent or any Lender may otherwise
have to bring any action or proceeding relating to this Agreement or any other
Loan Document against the Borrower, Vesper or Holdings or its properties in the
courts of any jurisdiction.

                  (c) Each of the Borrower, Vesper and Holdings hereby
irrevocably and unconditionally waives, to the fullest extent it may legally and
effectively do so, any objection which it may now or hereafter have to the
laying of venue of any suit, action or proceeding arising out of or relating to
this Agreement or any other Loan Document in any court referred to in paragraph
(b) of this Section. Each of the parties hereto hereby irrevocably waives, to
the fullest extent permitted by law, the defense of an inconvenient forum to the
maintenance of such action or proceeding in any such court.

                  (d) Each party to this Agreement, other than as hereinafter
provided, irrevocably consents to service of process in the manner provided for
notices in Section 9.01. Each of Holdings, Vesper and the Borrower hereby
irrevocably


                                       43
<PAGE>   48

designates, appoints and empowers CT Corporation System, with offices on the
date hereof at 111 Eighth Avenue, 13th floor, New York, New York 10011, as its
designee, appointee and agent to receive and accept for and on its behalf, and
in respect of its property, service of any and all legal process, summons,
notices and documents which may be served in any action or proceeding described
in paragraph (b) above. If for any reason such designee, appointee and agent
shall cease to act as such, each of Holdings, Vesper and the Borrower agrees to
designate a new designee, appointee and agent in New York City on the terms and
for the purposes of this provision satisfactory to the Administrative Agent
under this Agreement. Nothing in this Agreement or any other Loan Document will
affect the right of any party to this Agreement to serve process in any other
manner permitted by law.

                  SECTION 9.10. WAIVERS. (a) WAIVER OF JURY TRIAL. EACH PARTY
HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY
RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR
INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT, ANY OTHER LOAN DOCUMENT
OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT,
TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO
REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY
OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK
TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER
PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER
THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

                  (b) WAIVER OF SOVEREIGN IMMUNITY. TO THE EXTENT THAT ANY LOAN
PARTY HAS OR HEREAFTER MAY ACQUIRE ANY IMMUNITY FROM JURISDICTION OF ANY COURT
OR FROM ANY LEGAL PROCESS, SUCH LOAN PARTY HEREBY WAIVES SUCH IMMUNITY AND
AGREES NOT TO ASSERT, BY WAY OF MOTION, AS A DEFENSE, OR OTHERWISE, IN ANY SUCH
SUIT, ACTION OR PROCEEDING, ANY CLAIM THAT IT IS NOT PERSONALLY SUBJECT TO THE
JURISDICTION OF THE COURTS NAMED IN SECTION 9.09(b), THAT IT IS IMMUNE FROM ANY
LEGAL PROCESS (WHETHER THROUGH SERVICE OR NOTICE, ATTACHMENT PRIOR TO JUDGMENT,
ATTACHMENT IN AID OF EXECUTION, EXECUTION OR OTHERWISE) WITH RESPECT TO ITSELF
OR ITS PROPERTY, OR ATTACHMENT EITHER PRIOR TO JUDGMENT OR IN AID OF EXECUTION,
BY REASON OF SOVEREIGN IMMUNITY, OR OTHERWISE, THAT THE VENUE OF THE SUIT,
ACTION OR PROCEEDING IS IMPROPER OR THAT THIS AGREEMENT OR ANY OTHER LOAN
DOCUMENT OR THE SUBJECT MATTER HEREOF OR THEREOF MAY NOT BE ENFORCED IN OR BY
SUCH COURTS.


                                       44
<PAGE>   49

                  SECTION 9.11. Headings. Article and Section headings and the
Table of Contents used herein are for convenience of reference only, are not
part of this Agreement and shall not affect the construction of, or be taken
into consideration in interpreting, this Agreement.

                  SECTION 9.12. Confidentiality. Each of the Administrative
Agent and the Lenders agree to maintain the confidentiality of the Information
(as defined in Section 8.12 of the Common Agreement) as provided in Section 8.12
of the Common Agreement.

                  SECTION 9.13. Interest Rate Limitation. Notwithstanding
anything herein to the contrary, if at any time the interest rate applicable to
any Loan, together with all fees, charges and other amounts which are treated as
interest on such Loan under applicable law (collectively the "Charges"), shall
exceed the maximum lawful rate (the "Maximum Rate") which may be contracted for,
charged, taken, received or reserved by the Lender holding such Loan in
accordance with applicable law, the rate of interest payable in respect of such
Loan hereunder, together with all Charges payable in respect thereof, shall be
limited to the Maximum Rate and, to the extent lawful, the interest and Charges
that would have been payable in respect of such Loan but were not payable as a
result of the operation of this Section shall be cumulated and the interest and
Charges payable to such Lender in respect of other Loans or periods shall be
increased (but not above the Maximum Rate therefor) until such cumulated amount,
together with interest thereon at the Federal Funds Effective Rate to the date
of repayment, shall have been received by such Lender.


                  IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be duly executed by their respective authorized officers as of the
day and year first above written.


                                          VESPER SAO PAULO S.A.,

                                               by
                                                    ---------------------------
                                                    Name:
                                                    Title:


                                          VESPER HOLDING SAO PAULO S.A.,

                                               by
                                                    ---------------------------
                                                    Name:
                                                    Title:


                                       45

<PAGE>   50



                                          VESPER SAO PAULO CAYMAN,

                                               by
                                                    ---------------------------
                                                    Name:
                                                    Title:



                                          LUCENT TECHNOLOGIES INC.,

                                               by
                                                    ---------------------------
                                                    Name:
                                                    Title:



                                          SOCIETE GENERALE, NEW YORK BRANCH,
                                          as Administrative Agent,

                                               by
                                                    ---------------------------
                                                    Name:
                                                    Title:



                                       46
<PAGE>   51


                                                                   Schedule 2.01
                                   COMMITMENTS

<TABLE>
<CAPTION>
Lender                        Tranche A            Tranche B            Tranche C-1           Tranche C-2
------                        Commitment           Commitment           Commitment            Commitment
                                Amount               Amount               Amount                Amount
                             ------------         ------------          -----------          -----------
<S>                          <C>                  <C>                   <C>                  <C>
Lucent Technologies Inc.     $535,000,000         $181,500,000          $50,000,000          $15,000,000
</TABLE>




                                       1

<PAGE>   52

                                  SCHEDULE 2.03
                            FORM OF BORROWING REQUEST

                           (ON LETTERHEAD OF BORROWER)


                         NOTICE OF REQUEST FOR BORROWING


                                                        Date: ___________, _____


To:      Societe Generale, New York Branch
         as Administrative Agent
         Attn:  Kathy Alvarez
         Fax:  212-278-7434

CC:      to (Funding Bank)
         (Name, address and contact name
         at Funding Bank)

Re: Credit Agreement dated as of December 27, 1999 (as amended, modified,
extended or restated from time to time) among Vesper Sao Paulo Cayman (the
"Borrower"), Vesper Sao Paulo S.A. ("Vesper") Vesper Holding Sao Paulo S.A.
("Holdings") the several lending institutions that are from time to time party
thereto (the "Lenders") and Societe Generale, New York Branch as administrative
agent (the "Administrative Agent") for the Lenders (the "Credit Agreement").

1.       This Borrowing Request ("Borrowing Request") is delivered to you
         pursuant to Section 2.03 of the Credit Agreement. Unless otherwise
         defined herein, all capitalized terms used herein shall have the
         respective meanings ascribed thereto in the Credit agreement.

2.       To the extent that this Borrowing Request evidences, attests or
         confirms compliance by the Borrower with any covenants or conditions
         precedent provided for in the Loan Documents, I have made such
         examination or investigation as was, in my opinion, necessary to enable
         me to express an informed opinion as to whether such covenants or
         conditions have been complied with.

3.       Each of the representations and warranties made by the Borrower, Vesper
         and Holdings in each of the Loan Documents is true and correct in all
         material respects as of the date


                                       1

<PAGE>   53

         hereof, after giving effect to any written updates to information
         provided to the Lenders in compliance with the terms of such Loan
         Documents, as if made on and as of such date, except to the extent such
         representations and warranties expressly related to an earlier date, in
         which case such representations and warranties were true and correct in
         all material respects as of such earlier date.

4.       As of the date hereof and immediately after giving effect to the
         Borrowing herein requested, no Default or Event or Default under any
         Loan Document has occurred and is continuing.

5.       The Amount to be Borrowed is $____________________________

6.       The use of proceeds of the Borrowing herein requested shall be
         ____________________________________________________________. The
         amount of proceeds to be used for the purposes described in clauses
         (b), (c) and (e) of the first sentence of Section 5.10 of the Common
         Agreement will be ____________.

7.       The Borrowing Date is ____________________________

8.       The Type of Borrowing shall be: ____ Eurodollar (LIBOR)    _____ABR

9.       The Class of Borrowing shall be: Tranche A__ Tranche B__ Tranche C-1__

10.      The Borrowing Base as of the date hereof after the application of the
         proceeds of the Borrowing herein requested will be __________________.

IN WITNESS WHEREOF, the undersigned has executed this Borrowing Request as of
the date first above written.


                                                   VESPER SAO PAULO CAYMAN,

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


                                       2