<PAGE>   1



                                                                    EXHIBIT 10.5










                         SECURED NOTE PURCHASE AGREEMENT

                                  BY AND AMONG


                                  VESPER S.A.,


                  ABN AMRO BANK N.V. AND QUALCOMM INCORPORATED,
                             AS INITIAL PURCHASERS,

                   THE BANKS AND OTHER ENTITIES LISTED HEREIN,
                                 AS PURCHASERS,

                               ARN AMRO BANK N.V.,
                            AS ADMINISTRATIVE AGENT,


                                       AND


                    TELEFONAKTIEBOLAGET LM ERICSSON (PUBL.),
                                  INDIVIDUALLY






                                DECEMBER 13, 1999

                                  $268,000,000


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











<PAGE>   2









                                TABLE OF CONTENTS

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ARTICLE I DEFINITIONS AND RELATED MATTERS......................................................................2
              Section 1.1  Defined Terms Generally.............................................................2
              Section 1.2  Definitions.........................................................................2
              Section 1.3  Related Matters....................................................................13
              Section 1.4  Determinations.....................................................................13

ARTICLE II PURCHASE OF NOTES..................................................................................14
              Section 2.1  Notes..............................................................................14
                    (a)    Notes Generally....................................................................14
                    (b)    Types of Notes; Minimum Amounts; Frequency of Issuances............................14
                    (c)    Notice of Issuance.................................................................14
                    (d)    Issuance...........................................................................15
              Section 2.2  Use of Proceeds....................................................................16
              Section 2.3  Interest; Interest Periods; Continuation/Conversion................................17
                    (a)    Interest Rate and Payment..........................................................17
                    (b)    Interest Periods and Minimum Amounts...............................................18
                    (c)    Continuation/Conversion............................................................18
                    (d)    Computations.......................................................................19
                    (e)    Maximum Lawful Rate of Interest....................................................19
              Section 2.4  Fees...............................................................................20
                    (a)    Fees...............................................................................20
                    (b)    Fees Non-Refundable................................................................20
              Section 2.5  Increase, Termination and Reduction of Commitments.................................20
                    (a)    Tag-Along Rights/Commitment Increase Agreement.....................................20
              Section 2.6  Repurchase; Maturity...............................................................22
                    (a)    Mandatory Repurchase...............................................................22
                    (b)    Excess Principal Amount Repurchase.................................................23
                    (c)    Mandatory Partial Repurchase.......................................................23
                    (d)    Voluntary Repurchase...............................................................24
                    (e)    Repurchase Generally...............................................................24
                    (f)    Maturity...........................................................................24
              Section 2.7  Conversion of Notes into Exchange Debt.............................................24
              Section 2.8  Manner of Payment..................................................................25
                    (a)    Payment Generally..................................................................25
                    (b)    Indemnification by the Company.....................................................25
                    (c)    Payment by the Company or any Designated Repurchaser...............................26
                    (d)    Date of Payment....................................................................26
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                    Qualcomm/Ericsson Note Purchase Agreement
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                    (e)    Payments Set Aside.................................................................26
              Section 2.9  Pro Rata Treatment.................................................................27
              Section 2.10 Mandatory Suspension and Conversion of Euro-Dollar Rate Notes......................28
              Section 2.11 Regulatory Changes.................................................................29
                    (a)    Increased Costs....................................................................29
                    (b)    Capital Costs......................................................................29
              Section 2.12 Taxes..............................................................................30
              Section 2.13 Compensation for Funding Losses....................................................31
              Section 2.14 Certificates Regarding Yield Protection, Etc. .....................................31
              Section 2.15 Applicable Purchasing Office; Discretion of Purchasers as to Manner of Funding.....32
              Section 2.16 No Set-Off Regarding Supply Agreement..............................................32

ARTICLE III CONDITIONS TO ISSUANCE............................................................................33
              Section 3.1  Closing Conditions.................................................................33
                    (a)    Common Terms Agreement.............................................................33
                    (b)    Fees and Expenses Paid.............................................................33
                    (c)    General............................................................................33
              Section 3.2  Conditions Precedent to Each Issuance..............................................33
                    (a)    Common Terms Agreement.............................................................34
                    (b)    Notice of Issuance.................................................................34
                    (c)    Delivery of Notes..................................................................34
                    (d)    Payment of Front End Fees..........................................................34
                    (e)    Issuances Prior to Completed Non-Recourse Assignment...............................34
                    (f)    Issuances for Interest Payments Prior to Non-Recourse Assignment...................34
                    (g)    Satisfaction of Conditions.........................................................35

ARTICLE IV REPRESENTATIONS AND WARRANTIES.....................................................................35

ARTICLE V COVENANTS OF THE COMPANY............................................................................35
              Section 5.1  Common Terms Agreement.............................................................35
              Section 5.2  Syndication Efforts................................................................35
              Section 5.3  Certain Regulatory Restrictions....................................................36

ARTICLE VI EVENTS OF DEFAULT..................................................................................37
              Section 6.1  Events of Default..................................................................37
              Section 6.2  Remedies...........................................................................37
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                    Qualcomm/Ericsson Note Purchase Agreement
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ARTICLE VII THE ADMINISTRATIVE AGENT, THE PROCEEDS COLLATERAL
              AGENT, THE PURCHASERS AND CO-AGENTS.............................................................38
              Section 7.1   Authorization and Action..........................................................38
              Section 7.2   Exculpation; Administrative Agent's Reliance; Etc. ...............................39
              Section 7.3   Administrative Agent and Affiliates...............................................39
              Section 7.4   Purchaser Credit Decision; Acknowledgment of Use of Proceeds Benefiting Ericsson..40
              Section 7.5   Indemnification...................................................................40
              Section 7.6   Successor Administrative Agent....................................................40
              Section 7.7   Purchaser Parties.................................................................41
              Section 7.8   Collateral and Guaranty Matters...................................................41
              Section 7.9   Payments; Availability of Funds; Certain Notices..................................44
              Section 7.10  Obligations of Purchaser Parties Several; Right to Initiate Judicial Proceedings..45
              Section 7.11  Co-Agents.........................................................................46
              Section 7.12  Global Note.......................................................................46
              Section 7.13  Common Terms Agreement; Paying Agency Agreement...................................47

ARTICLE VIII MISCELLANEOUS....................................................................................48
              Section 8.1   Expenses..........................................................................48
              Section 8.2   Indemnity.........................................................................49
              Section 8.3   Waivers; Amendments in Writing....................................................49
              Section 8.4   Cumulative Remedies; Failure or Delay.............................................51
              Section 8.5   Notices, Etc. ....................................................................51
              Section 8.6   Successors and Assigns; Etc. .....................................................51
              Section 8.7   Confidentiality...................................................................54
              Section 8.8   Governing Law.....................................................................55
              Section 8.9   Choice of Forum...................................................................55
              Section 8.10  Currency Equivalents; Judgment Currency...........................................56
              Section 8.11  Set-off...........................................................................56
              Section 8.12  Nature of Vesper Cayman SPV's Obligations.........................................57
              Section 8.13  Headings..........................................................................57
              Section 8.14  Severability......................................................................57
              Section 8.15  Survival of Agreements, Representations and Warranties............................57
              Section 8.16  Execution in Counterparts.........................................................57
              Section 8.17  Complete Agreement; Third-Party Beneficiaries.....................................57
              Section 8.18  No Fiduciary Duties or Partnership; Limitation of Liability, Etc. ................58
              Section 8.19  Securities Laws Matters...........................................................58
                    (a)     Nature of Notes...................................................................58
                    (b)     Certain Representations and Covenants.............................................58
              Section 8.20  Waiver of Immunity................................................................60
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                    Qualcomm/Ericsson Note Purchase Agreement
                                       iii



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             Section 8.21   English Language................................................................. 60
             Section 8.22   WAIVER OF TRIAL BY JURY.......................................................... 61


EXHIBITS

Exhibit A                             Form of Note
Exhibit B-l                           Form of Notice of Issuance
Exhibit B-2                           Form of Notice of Responsible Officers
Exhibit C                             Form of Proceeds Account Pledge Agreement
Exhibit D                             Form of Notice of Continuation/Conversion
Exhibit E                             Form of Commitment Increase Agreement
Exhibit F                             Form of Cancellation Certificate
Exhibit G-1                           Form of Non-Recourse Assignment and Acceptance
Exhibit G-2                           Form of Recourse Assignment and Acceptance




SCHEDULES

Schedule 1.1(a)                       Commitments
Schedule 1.1(b)                       Purchaser Information
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                   Qualcomm/Ericsson Note Purchase Agreement
                                       iv


<PAGE>   6
                         SECURED NOTE PURCHASE AGREEMENT


         SECURED NOTE PURCHASE AGREEMENT, dated as of December 13, 1999 (as
amended from time to time, the "Agreement"), by and among VESPER S.A., a
sociedade anonima organized under the laws of Brazil (the "Company"); ABN AMRO
BANK N.V. ("ABN AMRO") and QUALCOMM INCORPORATED ("Qualcomm"), as initial
Purchasers (as defined below); the financial institutions and other entities
that either now or in the future are parties hereto as Purchasers; ABN AMRO, as
administrative agent for the Purchasers (in such capacity, ABN AMRO or any
successor in such capacity is referred to herein as the "Administrative Agent")
and TELEFONAKTIEBOLAGET LM ERICSSON (PUBL.) ("Ericsson"), individually.

                                    RECITALS

         A. The Company desires to issue notes to finance, among other things,
the purchase price of telecommunications equipment and services to be supplied
by Ericsson Telecomunicacoes S.A., a sociedad anonima organized under the laws
of Brazil ("Ericsson Brazil") pursuant to the Ericsson Supply Agreement in
connection with the initial buildout, ownership and operation of a switched
fixed telephony network covering the 51 cities with populations greater than
200,000 in Region 1 of Brazil, as designated by the Instrument of Authorization
for Operation of a Switched Fixed Telephone Service for the mode LOCAL and the
Instrument of Authorization for Operation of a Switched Fixed Telephone Service
for the mode NATIONAL LONG DISTANCE OF INTRA-REGIONAL SCOPE, each as entered
into by and between the Agencia Nacional de Telecomunicacoes (National
Telecommunications Agency) and the Company, under its prior name "Canbra
Telefonica S.A.," on February 4, 1999 (as such instruments may be amended, and
including the Data Licenses) (collectively, the "Project");


         B. ABN AMRO and Qualcomm, as Initial Purchasers, have agreed to
purchase such notes on the terms and conditions set forth in this Agreement;

         C. In order to induce ABN AMRO to be an Initial Purchaser under this
Agreement and to purchase Notes (as defined below), [***].

         D. To induce the Initial Purchasers and the other Purchasers to provide
financing for the Project, the Company is, among other things, entering into (1)
this Agreement, (2) the Common Terms Agreement (as defined below), (3) each of
the Collateral Documents (as defined in the Common Terms Agreement) and (4) each
of the Supply Agreements (as defined in the Common Terms Agreement).

[*] 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.

                   Qualcomm/Ericsson Note Purchase Agreement



<PAGE>   7

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


                                    ARTICLE I

                         DEFINITIONS AND RELATED MATTERS

         SECTION 1.1 DEFINED TERMS GENERALLY. All capitalized terms used but not
otherwise defined herein shall have the meanings assigned to such terms in the
Common Terms Agreement (as defined below).

         SECTION 1.2 DEFINITIONS. The following terms with initial capital
letters have the following meanings:

         "ABN AMRO" is defined in the Preamble.

         "ADDITIONAL COMMITMENT" means, for any Reload Event, the lesser of: (i)
the Reload Amount and (ii) the Remaining Commitments minus Pro-Rata Funding Gap
Financings.

         "ADJUSTED EURO-DOLLAR RATE" means, with respect to any day during any
Interest Period, a rate per annum (rounded upwards, if necessary, to the next
higher 1/100 of 1%) equal to (i) the applicable London Interbank Offered Rate
for such Interest Period, divided by (ii) 1.00 minus the Euro-Dollar Reserve
Requirement for such day (expressed as a decimal).

         "ADMINISTRATIVE AGENT" is defined in the Preamble.

         "ADMINISTRATIVE AGENT'S ACCOUNT" means the account of the
Administrative Agent identified as such in Schedule 1.1(b), or such other
account as the Administrative Agent may hereafter designate by notice to the
Company, the Paying Agent and each other Purchaser Party.

         "ADMINISTRATIVE AGENT'S LETTER" means that certain letter dated as of
the date hereof between the Company and the Administrative Agent.

         "ADMINISTRATIVE AGENT'S OFFICE" means the office of the Administrative
Agent identified as such in Schedule 1.1(b), or such other office as the
Administrative Agent may hereafter designate by notice to the Company, the
Paying Agent and each other Purchaser Party.

         "AGENTS" means, collectively, the Administrative Agent, the Proceeds
Collateral Agent, the Collateral Agent and the Co-Agents, if any, but does not
include the Paying Agent.

         "AGREEMENT" is defined in the Preamble and includes all Schedules and
Exhibits hereto.


                    Qualcomm/Ericsson Note Purchase Agreement
                                        2





<PAGE>   8


         "APPLICABLE MARGIN" means, at any time, with respect to Euro-Dollar
Rate Notes, 6% per annum and, with respect to Base Rate Notes, 5% per annum.

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

         "ASSIGNMENT" is defined in Section 8.6(b).

         "ASSIGNMENT AMOUNT" means, with respect to (a) Ericsson and ABN AMRO,
the amount of a proposed Non-Recourse Assignment multiplied by (i) [***] until
the aggregate amount of all Non-Recourse Assignments (including such proposed
Non-Recourse Assignment) equals [***], and (ii) [***] thereafter and (b)
Qualcomm, the amount of such proposed Non-Recourse Assignment multiplied by (i)
[***] until the aggregate amount of all Non-Recourse Assignments (including such
proposed Non-Recourse Assignment) equals [***], and (ii) [***] thereafter.

         "ASSIGNMENT AND ACCEPTANCE" means any Non-Recourse Assignment and
Acceptance and any Recourse Assignment and Acceptance.

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

         "BASE RATE NOTE" means a Note, or portion thereof, that bears interest
at a rate determined by reference to the Base Rate.

         "BRIDGE LOAN" means the loan facility agreement between the Company and
Ericsson Brazil to be dated as of a date prior to the Closing Date and to be
repaid on or prior to the Closing Date.

         "CANCELLATION CERTIFICATE" is defined in Section 2.5(f).

         "CLOSING DATE" means the date on which all conditions set forth in
Section 3.1 hereof have been satisfied or waived, but in no event later than
December 17, 1999.

         "CO-AGENT" means any Purchaser or other Person designated from time to
time by the Administrative Agent to act as the managing agent, documentation
agent, co-arranger, syndication agent or co-agent or in any similar capacity
with respect to this Agreement, to which

[*] 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.


                   Qualcomm/Ericsson Note Purchase Agreement
                                        3







<PAGE>   9





Purchaser or other Person, in such capacity, Section 7.11 shall apply
immediately upon such designation. The Paying Agent, in its capacity as such,
shall not be a Co-Agent.

         "COLLATERAL Agent" means LaSalle Bank National Association, as
collateral agent and common administrative agent under the Common Terms
Agreement, and any successor thereto.

         "COMMERCIAL LAUNCH DATE" means the first date upon which the Company
provides any telecommunications services to any Persons for which it reasonably
anticipates the receipt of a fee in payment for such services.

         "COMMITMENT" means, with respect to any Purchaser, the amount set forth
for such Purchaser as its "Commitment" in Schedule 1.1(a), as reduced,
terminated or increased from time to time pursuant to the terms hereof and, with
respect to Ericsson, as such Commitment may be established pursuant to Section
2.5.

         "COMMITMENT INCREASE AGREEMENT" is defined in Section 2.5(a)(ii).

         "COMMITMENT USAGE" means, at any time, (i) with respect to any
Purchaser, the aggregate outstanding principal amount of all Notes held by such
Purchaser (including, in the case of Qualcomm, any Exchange Debt issued to
Qualcomm and, in the case of Ericsson, any Exchange Debt issued to Ericsson),
and (ii) with respect to all Purchasers, the aggregate outstanding principal
amount of all Notes held by all Purchasers (including any Exchange Debt issued
to Ericsson or Qualcomm), in each case giving effect to Issuances of Notes then
proposed.

         "COMMON TERMS AGREEMENT" means the Common Terms Agreement dated as of
the date hereof by and among (i) the Company, (ii) Vesper Holding S.A., (iii)
ABN AMRO and Harris Corporation, as Initial Facility Agents, (iv) the Pari Passu
Facility Agents that may hereafter become parties thereto and (v) the Collateral
Agent, as amended from time to time.

         "COMPANY" is defined in the Preamble.

         "COMPANY ACCOUNT" means the account information designated on Schedule
10.4 of the Common Terms Agreement.

         "CONVERSION PORTION" is defined in Section 2.7.

         "DESIGNATED REPURCHASER" means either (i) a single purpose,
bankruptcy-remote Wholly-Owned Subsidiary of the Company that has capital
sufficient to satisfy the obligation to repurchase Notes pursuant to a Mandatory
Repurchase or a Mandatory Partial Repurchase, or (ii) a financial institution
described in the definition of "Eligible Assignee" in the Common Terms
Agreement.




                    Qualcomm/Ericsson Note Purchase Agreement
                                        4






<PAGE>   10






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

         "ERICSSON" is defined in the Preamble, and includes any successor.

         "ERICSSON ADDITIONAL COMMITMENT" means the amount equal to the product
of the Additional Commitment multiplied by (a) [***] until such time as the
aggregate Commitments hereunder equal [***] and (b) [***] thereafter, provided
that if, after giving effect to such amount of Additional Commitment, the sum of
(i) the aggregate principal amount of Notes and Unused Commitments that are
[***], (ii) the aggregate principal amount of Notes issued to Ericsson and
Unused Commitments of Ericsson hereunder, and (iii) the aggregate principal
amount of Exchange Debt issued to Ericsson exceeds [***], then the amount of the
Ericsson Additional Commitment shall be reduced by an amount equal to such
excess, provided further that the sum of the amounts in (i), (ii) and (iii)
above shall not exceed, at any time, an amount equal to [***], unless Ericsson
does not participate in a Non-Recourse Assignment initiated by Qualcomm as
provided in Section 2.5(a).

         [***]

         "ERICSSON PARTY" means Ericsson or any of its Affiliates.

         [***]

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

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

         "EURO-DOLLAR RATE NOTE" means any Note, or portion thereof, that bears
interest at a rate determined by reference to an Adjusted Euro-Dollar Rate (and
as to which a single Interest Period is applicable).

[*] 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.


                    Qualcomm/Ericsson Note Purchase Agreement
                                        5





<PAGE>   11


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

         "EVENT OF Default" is defined in Section 6.1.

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

         "FEDERAL RESERVE BOARD" means the Board of Governors of the Federal
Reserve System.

         "FEE LETTERS" means, collectively, the Administrative Agent's Letter,
the Proceeds Collateral Agent's Letter and the Purchasers' Fee Letter.

         "FEES" means, collectively, the fees described in the Fee Letters.

         "FRONT END FEES" is defined in the Administrative Agent's Letter.

         "GLOBAL NOTE" is defined in Section 7.12(a).

         "INITIAL ISSUANCE COMMITMENT" means, with respect to any Purchaser, the
amount set forth for such Purchaser as its "Initial Issuance Commitment" in
Schedule 1.1(a).

         "INITIAL ISSUANCE DATE" means the date on which the first Issuance of
Notes occurs.


                    Qualcomm/Ericsson Note Purchase Agreement
                                        6


<PAGE>   12




         "INITIAL REPURCHASE DATE" means July 1, 2004.


         "INTEREST PAYMENT DATE" means the last day of March, June, September
and December in each year, beginning March 31, 2000.

         "INTEREST PERIOD" means, subject to the next sentence, with respect to
each EuroDollar Rate Note issued on any Issuance Date, the period commencing on
the date specified in the related Notice of Issuance or Notice of
Continuation/Conversion (or telephonic notice in lieu thereof) and ending one,
two, three or six months thereafter, as the Company may elect pursuant to
Section 2.1(c) or 2.3(c), as applicable. Notwithstanding the foregoing: (a) if a
Euro-Dollar Rate Note is continued, the Interest Period applicable to such
Euro-Dollar Rate Note shall commence on the day on which the Interest Period
applicable to such Euro-Dollar Rate Note ends; (b) any Interest Period
applicable to a Euro-Dollar Rate Note (i) that would otherwise end on a day that
is not a Euro-Dollar Business Day shall be extended to the next succeeding
EuroDollar Business Day, unless such succeeding Euro-Dollar Business Day falls
in another calendar month, in which case such Interest Period shall end on the
next preceding Euro-Dollar Business Day or (ii) that begins on the last
Euro-Dollar Business Day of a calendar month (or on a day for which there is no
numerically corresponding day in the calendar month at the end of such Interest
Period) shall end on the last Euro-Dollar Business Day of the calendar month;
(c) no Interest Period for any Note shall end after the stated maturity date of
such Note and no Interest Period for any Note shall both commence prior to and
end after the Initial Repurchase Date; and (d) for any Issuance subsequent (for
purposes of this definition, a "Subsequent Issuance") to the first Issuance (for
purposes of this definition, a "Benchmark Issuance") bearing an Interest Period
of identical length, the initial Interest Period of such Subsequent Issuance
shall end on the last day of the Interest Period for the Benchmark Issuance in
effect on the date of such Subsequent Issuance. Notwithstanding the foregoing,
the first Interest Period may end on an "Interest Payment Date," if the Company
so elects in the first Notice of Issuance.

         "ISSUANCE" means a contemporaneous issuance of Notes by the Company and
corresponding purchase by the Purchasers on the same Issuance Date.

         "ISSUANCE DATE" means any date on which a Note is (or is proposed to
be) issued.

         "LONDON INTERBANK OFFERED RATE" means, with respect to any Interest
Period, the rate per annum calculated by the Administrative Agent as the
arithmetic mean (rounded upwards, if necessary, to the next higher 1/100th of
1%) of the offered rates for deposits in Dollars with a term comparable to such
Interest Period that appears on the Telerate Page (as defined below) at
approximately 11:00 A.M., London time, on the second full Euro-Dollar Business
Day preceding the first day of such Interest Period; provided that if there
shall at any time no longer exist a Telerate Page, "London Interbank Offered
Rate" shall mean, with respect to each day during each Interest Period
pertaining to a Euro-Dollar Rate Note, the rate per annum equal to the average
of the rates at which the Reference Banks are offered Dollar deposits at or
about 10:00 A.M., New York City time, two Business Days prior to the beginning
of such Interest Period in the London interbank eurodollar market where the
eurodollar and foreign

                   Qualcomm/Ericsson Note Purchase Agreement
                                        7


<PAGE>   13





currency and exchange operations in respect of their Euro-Dollar Rate Note
purchases are then being conducted, for delivery on the first day of such
Interest Period, for the number of days comprised therein and in an amount
comparable to the principal amount of the Euro-Dollar Rate Notes to be
outstanding during such Interest Period. "Telerate Page" means the display
designated as Page 3750 on the Dow Jones & Company Telerate system (or such
other page as may replace such page on such system or any successor system for
the purpose of displaying the rates at which Dollar deposits are offered by
leading banks in the London interbank deposit market).

         "MANDATORY PARTIAL REPURCHASE" is defined in Section 2.6(c)(i).

         "MANDATORY PARTIAL REPURCHASE AMOUNT" means the portion of any
"Mandatory Prepayment" (as defined in the Common Terms Agreement) required to be
applied to the Obligations under this Agreement pursuant to Article 8 of the
Common Terms Agreement.

         "MANDATORY PARTIAL REPURCHASE EVENT" means any event or circumstance
giving rise to a Mandatory Prepayment under Article 8 of the Common Terms
Agreement.

         "MANDATORY PARTIAL REPURCHASE NOTICE" is defined in Section 2.6(c)(i).

         "MANDATORY REPURCHASE" is defined in Section 2.6(a).

         "MANDATORY REPURCHASE NOTICE" is defined in Section 2.6(a).

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

         "NON-RECOURSE ASSIGNMENT" means without duplication (i) the
unconditional written release by one or more of the Purchasers (other than an
Affiliate of Ericsson or Qualcomm) of Ericsson [***] in respect of all or a
portion of the Notes then held by such Purchaser or Purchasers, (ii) the
assumption by one or more Purchasers (other than an Affiliate of Ericsson or
Qualcomm) of all or a portion of any Unused Commitment of ABN AMRO, Ericsson or
Qualcomm, (iii) the Assignment by ABN AMRO, Ericsson or Qualcomm of all or a
portion of the Notes then held by ABN AMRO, Ericsson or Qualcomm (other than to
an Affiliate of Ericsson or Qualcomm), provided in the case of clauses (i), (ii)
and (iii), the assignee of such Unused Commitment and Notes shall not have
recourse to ABN AMRO, any Ericsson Party or Qualcomm or its Affiliates, as the
case may be.

         "NON-RECOURSE ASSIGNMENT AND ACCEPTANCE" is defined in Section 8.6(b).

         "NOTE" means a Note issued or to be issued pursuant to Article II,
which note is in substantially the form of Exhibit A, as amended from time to
time. A Base Rate Note or Euro-Dollar Rate Note each constitutes a "Type" of
Note.

[*] 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.


                    Qualcomm/Ericsson Note Purchase Agreement
                                        8




<PAGE>   14





         "NOTE DOCUMENTS" means, collectively, this Agreement, the Common Terms
Agreement, the Notes, the Guaranties, the Collateral Documents, the Exchange
Debt Agreement, the Capital Contribution Agreement, the Administrative Agent's
Letter, the Proceeds Collateral Agent's Letter, the Purchasers' Fee Letter, the
Subordination Agreements (other than any such agreement relating to Subordinated
Debt), all of the Interest Rate Hedge Agreements between the Company, on the one
hand, and one or more Swap Lenders, on the other hand, in respect of the
Obligations, and all amendments, exhibits and schedules to any of the foregoing.

         "NOTICE OF CONTINUATION/CONVERSION" is defined in Section 2.3(c)(ii).

         "NOTICE OF CONVERSION TO EXCHANGE DEBT" is defined in Section 2.7.

         "NOTICE OF ISSUANCE" is defined in Section 2.1(C)(i).

         "NOTICE OF RESPONSIBLE OFFICER" is defined in Section 2.l(c)(iii).

         "OBLIGATED PARTY" is defined in Section 7.9(b).

         "OTHER COMMITMENTS" means Commitments (as defined in the Common Terms
Agreement) under the Other Note Purchase Agreements.

         "OTHER NOTE PURCHASE AGREEMENTS" means the Note Purchase Agreements (as
defined in the Common Terms Agreement), other than this Agreement.

         "OTHER NOTES" means Notes (as defined in the Common Terms Agreement)
issued pursuant to the Other Note Purchase Agreements.

         "OTHER PURCHASERS" means Purchasers (as defined in the Common Terms
Agreement) under the Other Note Purchase Agreements.

         "OTHER REMAINING COMMITMENTS" means the amount by which $751,000,000
(reduced by any prior reductions of the Other Commitments of all Other
Purchasers pursuant to provisions of such Note Purchase Agreements equivalent to
Section 2.5(f) or 2.6 of this Agreement or Section 8.1 of the Common Terms
Agreement) exceeds the aggregate amount of the Other Commitments of all Other
Purchasers under the Other Note Purchase Agreements.

         "PARTIAL REPURCHASE DATE" is defined in Section 2.6(c)(i).

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

         "PAYING AGENCY AGREEMENT" means that certain paying agency agreement,
dated as of the date hereof, by and among the Paying Agent, the Company, the
Administrative Agent, the other Initial Facility Agents and the Collateral Agent



                    Qualcomm/Ericsson Note Purchase Agreement
                                        9


<PAGE>   15


         "PAYING AGENT" means Chase Trust Bank or any successor in such capacity
permitted hereby, as paying agent under the Paying Agency Agreement.

         "PAYING AGENT'S OFFICE" means the office of the Paying Agent identified
as such in Schedule 1.1(b), or such other office as the Paying Agent may
hereafter designate by notice to the Company, the Collateral Agent and the
Administrative Agent.

         "PAYMENT SHARING NOTICE" means a notice from the Company or any
Purchaser informing the Administrative Agent that an Event of Default exists and
directing the Administrative Agent to allocate payments thereafter received from
or on behalf of the Company in accordance with the provisions of Section
2.9(c)(ii). A Payment Sharing Notice remains in effect until the relevant Event
of Default shall have been waived in accordance with Section 8.3.

         "POST-DEFAULT RATE" means, subject to Section 2.3(e), at any time, a
rate per annum equal to the Adjusted Euro-Dollar Rate or the Base Rate in effect
at such time plus the Applicable Margin plus [***].

         "PROCEEDS ACCOUNT" is defined in Section 2.2(a)(iv).

         "PROCEEDS ACCOUNT PLEDGE AGREEMENT" means the Proceeds Account Pledge
Agreement among the Company, the Proceeds Collateral Agent and the depositary,
funds administrator and/or fund manager designated thereunder, if any, in
substantially the form of Exhibit C hereto (or, if there is no such Exhibit on
the date hereof, acceptable in form and substance to Ericsson and Qualcomm), as
amended from time to time.

         "PROCEEDS COLLATERAL AGENT" means any financial institution or a branch
or agency of a financial institution, organized or licensed to do business under
the laws of the United States of America or any State thereof appointed by the
Administrative Agent pursuant to Article VII hereof to act as the collateral
agent under the Proceeds Account Pledge Agreement.

         "PROCEEDS COLLATERAL AGENT'S LETTER" means that certain letter dated as
of a date on or prior to the Closing Date between the Company and the Proceeds
Collateral Agent.

         "PROCESS AGENT" is defined in Section 8.9(b).

         "PROJECT" is defined in the Recitals.


         "PRO-RATA FUNDING GAP FINANCINGS" means the proceeds and unfunded
commitments of Funding Gap Financings after the Closing Date, multiplied by a
fraction, (x) the numerator of which is Remaining Commitments, and (y) the
denominator of which is the sum of the Remaining Commitments plus the Other
Remaining Commitments.

         "PURCHASER" means the financial institutions and other entities that
from time to time are parties hereto as Purchasers, provided that "Purchaser"
shall include Ericsson to the

[*] 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.


                    Qualcomm/Ericsson Note Purchase Agreement
                                       10

<PAGE>   16
extent that it has an Unused Commitment, holds Notes, has been issued Exchange
Debt, or has any obligations [***] and, in any event, shall include Ericsson for
purposes of Sections 7.10 and 8.15, and as otherwise provided herein. For
purposes of the Sections referred to in (and subject to) the last sentence of
Section 8.6(d), "Purchaser" shall include each holder of a Participation.

                  "PURCHASER PARTY" means the Purchasers, the Collateral Agent
and the Proceeds Collateral Agent. For purposes of the Sections referred to in
(and subject to) the last sentence of Section 8.6(d), "Purchaser Party" includes
a holder of a Participation.

                  "PURCHASERS' FEE LETTER" means that certain letter, dated as
of a date on or prior to the Closing Date, between Vesper Cayman SPV and the
Administrative Agent on behalf of the Purchasers.

                  "QUALCOMM" is defined in the Preamble, and includes any
successor.

                  "QUALCOMM ADDITIONAL COMMITMENT" means the amount equal to the
product of the Additional Commitment multiplied by (a) [***] until such time as
the aggregate Commitments equal [***]; and (b) [***] thereafter, provided that
if, after giving effect to such amount of Additional Commitment, the sum of (i)
the aggregate principal amount of Notes issued to Qualcomm and the Unused
Commitments of Qualcomm hereunder, and (ii) the aggregate principal amount of
Exchange Debt issued to Qualcomm, exceeds [***], then the amount of the Qualcomm
Additional Commitment shall be reduced by an amount equal to such excess.

                  [***]

                  "RECOURSE ASSIGNMENT AND ACCEPTANCE" is defined in Section
8.6(b).

                  [***]

                  "REFERENCE BANKS" means the Reference Purchaser, Citibank,
N.A. and The Chase Manhattan Bank.

                  "REFERENCE PURCHASER" means (i) the Administrative Agent, if
it is a bank, or (ii) ABN AMRO, if the Administrative Agent is not a bank.

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

                  "REGULATORY CHANGE" means (i) the adoption or becoming
effective after the date hereof of any treaty, law, rule or regulation, (ii) any
change in any such treaty, law, rule or regulation (including Regulation D), or
any change in the administration or enforcement thereof, by any Governmental
Authority, central bank or other monetary authority charged with the

[*] 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.


                    Qualcomm/Ericsson Note Purchase Agreement
                                       11
<PAGE>   17


interpretation or administration thereof, in each case after the date hereof, or
(iii) compliance by any Purchaser Party (or its Applicable Purchasing Office or,
in the case of capital adequacy requirements, any holding company of any
Purchaser Party) with, any interpretation, directive, request, order or decree
(whether or not having the force of law) of any such Governmental Authority,
central bank or other monetary authority issued or made after the date hereof.

                  "RELOAD AMOUNT" means, with respect to any Reload Event, (i)
the principal amount of the Notes assigned pursuant to a Non-Recourse
Assignment; (ii) the amount of Unused Commitment of ABN AMRO, Qualcomm or
Ericsson assumed pursuant to a Non-Recourse Assignment; (iii) the principal
amount of Exchange Debt assigned; and (iv) the principal amount received by ABN
AMRO, Ericsson or Qualcomm as their respective pro rata portion of any
Mandatory Partial Repurchase Amount paid by the Company pursuant to Section
8.1(b) of the Common Terms Agreement.

                  "RELOAD EVENT" means (i) a Non-Recourse Assignment; (ii) the
assignment or transfer of a beneficial ownership (including by way of a sale of
a participation) without recourse by Ericsson or Qualcomm of Exchange Debt
(other than to an Affiliate of Ericsson or Qualcomm) or (iii) the receipt by ABN
AMRO, Ericsson or Qualcomm of their respective pro rata portion of any Mandatory
Partial Repurchase Amount paid by the Company pursuant to Section 8.1(b) of the
Common Terms Agreement.

                  "REMAINING COMMITMENTS" means $115,000,000 minus the amount by
which the Commitments of the Purchasers have increased since the Closing Date.

                  "REPURCHASE PRICE" is defined in Section 2.6(a).

                  "REQUIRED PURCHASERS" means Purchasers holding more than 50%
of the sum of (i) the aggregate outstanding principal amount of the Notes plus
(ii) unless all Commitments have then terminated, the aggregate amount of the
Unused Commitments of all Purchasers, provided that the Notes and Commitments of
any Purchaser that is a Defaulting Pari Passu Creditor shall be disregarded for
purposes of this determination.

                  "RESPONSIBLE OFFICER" is defined in Section 2.1(c)(iii).

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

                  "SENIOR OFFICER" means the Chairman of the Board of Directors,
the President, the Chief Executive Officer, the Chief Operating Officer, the
Chief Financial Officer, the Treasurer or any Vice President in charge of a
principal business unit or division of the Company or any of its Subsidiaries.

                  "SPECIFIED PARI PASSU CREDITORS" is defined in Section 7.8(b).


                    Qualcomm/Ericsson Note Purchase Agreement
                                       12
<PAGE>   18

                  "SUBSEQUENT PURCHASERS" is defined in Section 8.19(b)(iv).

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

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

                  "TERMINATION DATE" is defined in Section 2.5(e).

                  "TYPE" is defined within the definition of Note.

                  "UNUSED COMMITMENT" means, at any time, (a) with respect to
any Purchaser, the amount by which the Commitment of such Purchaser exceeds the
aggregate outstanding principal amount of all Notes held by such Purchaser (such
excess being further reduced, (i) in respect of Ericsson's Commitment, by the
aggregate principal amount of Exchange Debt issued to Ericsson, if any, and (ii)
in respect of Qualcomm's Commitment by the aggregate principal amount of
Exchange Debt issued to Qualcomm, if any) and (b) with respect to all
Purchasers, the amount by which the aggregate amount of the Commitments of all
Purchasers exceeds the aggregate outstanding principal amount of all Notes (for
this purpose, the Exchange Debt issued to Ericsson and Qualcomm shall be deemed
to constitute outstanding Notes in the aggregate principal amount of such
Exchange Debt) held by all Purchasers, in each case before giving effect to
Issuances then proposed.

         SECTION 1.3 RELATED MATTERS. Section 12 of the Common Terms Agreement
(other than Section 1.2(b)) shall govern the interpretation of this Agreement
and is hereby incorporated herein by reference, provided that all references
therein to "this Agreement" shall be read as being to this Agreement.

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


                    Qualcomm/Ericsson Note Purchase Agreement
                                       13
<PAGE>   19

                                   ARTICLE II

                                PURCHASE OF NOTES

         SECTION 2.1 NOTES.

                  (a) NOTES GENERALLY. Each Purchaser severally agrees, upon the
terms and subject to the conditions set forth in this Agreement, to purchase for
a purchase price equal to par (i) a single Note of the Company on the Initial
Issuance Date in a principal amount not to exceed such Purchaser's Initial
Issuance Commitment and having a maturity date of July 1, 2012 and (ii)
additional Notes of the Company, at any time from and after the Closing Date
until the Business Day next preceding the Termination Date, each having a
maturity date of July 1, 2012, provided that (A) the Commitment Usage of any
Purchaser shall not exceed, at any time, the Commitment of such Purchaser, and
(B) the Commitment Usage of all Purchasers at any time, in the aggregate, shall
not exceed the lesser of (I) the aggregate amount of the Commitments of all
Purchasers, and (II) $268,000,000. All Notes shall be issued to the Purchasers,
in one or more Issuances, on a pro rata basis in accordance with their
respective Unused Commitments.

                  (b) TYPES OF NOTES; MINIMUM AMOUNTS; FREQUENCY OF ISSUANCES.

                           (i) Notes issued under this Section 2.1 shall be
Euro-Dollar Rate Notes, subject, however, to Sections 2.3(b) and 2.10.

                           (ii) No more than two Issuances shall be made
hereunder during any calendar month.

                  (c) NOTICE OF ISSUANCE.

                           (i) When the Company desires or is required to issue
Notes pursuant to this Section 2.1, it shall deliver to the Administrative
Agent, with a copy to the Collateral Agent, a Notice of Issuance substantially
in the form of Exhibit B-1, duly completed, executed by a Responsible Officer
and with all exhibits required thereby (a "Notice of Issuance"), no later than
12:00 noon (New York time) at least, in the case of Qualcomm and Ericsson five,
and in all other cases, three Euro-Dollar Business Days before the proposed
Issuance Date and to the extent the proceeds of the Loans will be used to
finance purchases under the Ericsson Supply Contract, attaching thereto an
invoice (or other evidence of equipment purchases acceptable to Ericsson)
setting forth amounts which are due and payable under the Ericsson Supply
Agreement, provided that no such invoice shall be required with respect to an
Issuance with respect to the Initial Issuance Commitment.

                           (ii) In lieu of delivering a Notice of Issuance, the
Company, through a Responsible Officer, may give the Administrative Agent
telephonic notice of any proposed Issuance by the time a Notice of Issuance
would be required to be delivered and containing all information required for a
Notice of Issuance; provided, however, that such notice shall be


                    Qualcomm/Ericsson Note Purchase Agreement
                                       14
<PAGE>   20


promptly confirmed in writing by delivery of a Notice of Issuance to the
Administrative Agent on or before the proposed Issuance Date. The Administrative
Agent shall incur no liability to the Company or the other Purchaser Parties in
acting upon any telephonic notice that the Administrative Agent believes in good
faith to have been given by a Responsible Officer or for otherwise acting in
good faith under this Section 2.1 and in causing any Notes to be Issued in
accordance with this Agreement pursuant to any telephonic notice.

                           (iii) The Company shall notify the Administrative
Agent of the names of its officers and employees authorized to request that the
Purchasers purchase and to take other actions with respect to Notes on behalf of
the Company (each, a "Responsible Officer") by providing the Administrative
Agent with a Notice of Responsible Officer substantially in the form of Exhibit
B-2, duly completed and executed by a Senior Officer of the Company (a "Notice
of Responsible Officer"). The Administrative Agent shall be entitled to rely
conclusively on a Responsible Officer's authority to request that the Purchasers
purchase and to take other actions with respect to Notes on behalf of the
Company until the Administrative Agent receives a new Notice of Responsible
Officer that no longer designates such Person as a Responsible Officer. The
Administrative Agent shall have no duty to verify the authenticity of the
signature appearing on any Notice of Issuance, Notice of Responsible Officer or
any other notice given under the Note Documents.

                           (iv) Any Notice of Issuance (or telephone notice in
lieu thereof) delivered pursuant to this Section shall be irrevocable and the
Company shall be bound to issue Notes to the Purchasers in accordance therewith.

                           (v) The Administrative Agent shall promptly notify
each Purchaser of the contents of any Notice of Issuance (or telephonic notice
in lieu thereof) received by it and, in the case of any such notice to a
Purchaser, such Purchaser's pro rata portion of the purchase price of the Notes
proposed to be issued pursuant thereto. Not later than 11:00 a.m. (New York
time) on the date specified in such notice as the Issuance Date, each Purchaser,
subject to the terms and conditions hereof, shall make its pro rata portion of
the purchase price of the Notes issued pursuant to such Notice of Issuance
available, in immediately available funds, to the Administrative Agent at the
Administrative Agent's Office for deposit in the Administrative Agent's Account.

                           (vi) Notwithstanding the foregoing, at any time that
any amounts due to Ericsson Brazil under the Ericsson Supply Agreement shall
remain unpaid for a period of 30 days after such amounts become due and payable
(and, if there is any dispute with respect thereto, after exhaustion of all
dispute resolution provisions set forth in the Ericsson Supply Agreement), the
Company shall be required to deliver to the Administrative Agent a Notice of
Issuance with respect to an Issuance of Notes in a principal amount equal to
such past due amount.

                  (d) ISSUANCE. Not later than 12:00 noon (New York time) on the
proposed Issuance Date, subject to satisfaction of the applicable conditions set
forth in Article III, as


                    Qualcomm/Ericsson Note Purchase Agreement
                                       15
<PAGE>   21


determined by the Administrative Agent, the Administrative Agent shall arrange
for a wire transfer of immediately available funds in the amount of the
principal amount of the Notes to be issued pursuant to such Issuance to the
Company Account or such other account, if any, as may be designated by the
Company pursuant to wire instructions set forth in the Notice of Issuance.
Notwithstanding anything herein to the contrary, no Note shall be released by
the Administrative Agent to any Purchaser hereunder and no interest shall accrue
on any Note the purchase price of which is made available by any Purchaser to
the Administrative Agent pursuant to Section 2.1 (c)(v) until such funds are
made available to the Company pursuant to the terms of this Section 2.1(d).

         SECTION 2.2 USE OF PROCEEDS.

                  (a) The proceeds of the Notes shall be used by the Company
only to make payments:

                           (i) due under the Ericsson Supply Agreement with
respect to equipment and services provided thereunder and associated duties and
taxes (other than the payment of civil works and duties and taxes related
thereto), provided that the aggregate principal amount of Notes the proceeds of
which may be used for the uses designated under this clause (i) may not exceed
[***];

                           (ii) for interest on the Notes, Investments in Vesper
Cayman SPV permitted by Section 5.4(e) of the Common Terms Agreement, Fees
payable by the Company and other amounts (other than principal) payable to the
Paying Agent, the Purchaser Parties or Ericsson under this Agreement, the Fee
Letters, the Common Terms Agreement, the Exchange Debt Agreement, the
Guaranties, or the Collateral Documents, any and all other fees and expenses
incurred by any Company Party in connection with this Agreement provided that
the aggregate principal amount of the Notes the proceeds of which may be used
for the purposes indicated in this clause (ii) may not exceed [***];

                           (iii) for civil works and associated duties and taxes
required in connection with the Ericsson Supply Agreement, provided that the
aggregate principal amount of the Notes the proceeds of which may be used for
the purposes indicated in this clause (iii) may not exceed [***]; and

                           (iv) for repayment of amounts owing pursuant to the
Bridge Loan;

provided, however, that the proceeds of the Issuance of Notes on the Initial
Issuance Date shall be used (A) first, to refinance the Bridge Loan; (B) second,
to the full extent of amounts then due and payable under the Ericsson Supply
Agreement and the Note Documents, for any of the uses set forth above and (C) to
the extent not immediately used by the Company for the purposes set forth in
clauses (A) and (B) of this proviso, to make Investments in (a) marketable
direct obligations issued by the Government of Brazil, the Central Bank or any
agency thereof and backed by the full faith and credit of the Government of
Brazil, in each case that (I) mature

[*] 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.


                    Qualcomm/Ericsson Note Purchase Agreement
                                       16
<PAGE>   22


within ninety days from the date of acquisition thereof, (II) are indexed to
Dollars or are subject to a swap agreement or a futures contract that has the
effect of indexing the principal amount thereof to Dollars and is with a
counterparty that is reasonably acceptable to Ericsson and Qualcomm and (III)
are reasonably satisfactory to Ericsson and Qualcomm; (b) certificates of
deposit, in each case that (I) mature within ninety days from the date of
acquisition thereof, (II) are subject to a swap agreement that has the effect of
indexing the principal amount thereof to Dollars and is with a counterparty that
is reasonably acceptable to Ericsson and Qualcomm and (III) is issued by a
financial institution reasonably acceptable to Ericsson and Qualcomm; or (c)
Investments approved by Ericsson and Qualcomm in their discretion, that, in the
case of either (a), (b) or (c), are at all times held in a brokerage account
(the "Proceeds Account") with a broker that shall be acceptable to Qualcomm and
Ericsson and with respect to which the Company has (x) delivered a power of
attorney in form and substance reasonably acceptable to the Administrative
Agent, Ericsson and Qualcomm, and (y) executed and delivered a Proceeds Account
Pledge Agreement pursuant to which the credit rights of the Company in such
Proceeds Account and all Investments from time to time contained therein are
subject to a first priority pledge in favor of the Proceeds Collateral Agent for
the ratable benefit of the Purchaser Parties, which Proceeds Account Pledge
Agreement has been filed, recorded or registered with each relevant Governmental
Authority.

                  (b) Without limitation of the foregoing, no equipment or
services provided by any Person other than Ericsson (including Nortel or Harris)
except such equipment or services provided under the Ericsson Supply Agreement,
and no interest accrued on Notes held or financing provided by any such Person,
will be eligible for financing under this Agreement.

         SECTION 2.3 INTEREST; INTEREST PERIODS; CONTINUATION/CONVERSION.

                  (a) INTEREST RATE AND PAYMENT.

                           (i) Each Note shall bear interest on the outstanding
principal amount thereof, from and including the Issuance Date of such Note to
and excluding the due date or the date of any repayment thereof, at the
following rates per annum: (A) for so long as and to the extent that such Note
is a Euro-Dollar Rate Note, at the Adjusted Euro-Dollar Rate for each day during
each Interest Period applicable thereto plus the Applicable Margin in respect of
EuroDollar Rate Notes; and (B) for so long as and to the extent that such Note
is a Base Rate Note, at the Base Rate (as in effect from time to time) plus the
Applicable Margin in respect of Base Rate Notes.

                           (ii) Interest shall accrue on all amounts other than
principal payable by any Company Party under the Note Documents (including
indemnities, overdue interest and Fees, but not including amounts payable
pursuant to the last sentence of Section 8.1 hereof, or to the last sentence of
Section 10.1 of the Common Terms Agreement in either case during the 90-day
period after the Closing Date) from the date such amount is due to and excluding
the date of any payment thereof at the rate otherwise applicable to the Notes,
subject to clause (iii) below.


                    Qualcomm/Ericsson Note Purchase Agreement
                                       17
<PAGE>   23


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

                           (iv) Accrued interest shall be payable in arrears (A)
in the case of a Base Rate Note, on each Interest Payment Date; (B) in the case
of a Euro-Dollar Rate Note, on the last day of each Interest Period applicable
thereto; provided that if the Interest Period applicable to a Euro-Dollar Rate
Note is longer than three months, interest also shall be payable on the day that
is three months after the first day of such Interest Period; (C) in the case of
any interest accrued at the Post-Default Rate or pursuant to Section 2.3(a)(ii),
on demand; and (D) in the case of any Note, when the Note shall become due
(whether at maturity, by reason of prepayment, acceleration, Mandatory
Repurchase, Mandatory Partial Repurchase or otherwise).

                  (b) INTEREST PERIODS AND MINIMUM AMOUNTS. Notwithstanding
anything herein to the contrary, (i) all Interest Periods applicable to
Euro-Dollar Rate Notes shall comply with the definition of "Interest Period,"
(ii) there may be no more than 15 different Interest Periods for all Euro-Dollar
Rate Notes outstanding at the same time, (iii) Euro-Dollar Rate Notes with the
same Interest Period outstanding at any time shall be in an aggregate amount at
least equal to (x) in the case of Notes issued by the Company to pay interest,
Fees and other amounts payable pursuant to Section 2.2(a)(ii), in such aggregate
amount of such interest, Fees or other amount payable; (y) in the case of Notes
issued by the Company to make payments due under the Ericsson Supply Agreement
pursuant to Section 2.2(a)(i), in such aggregate amount greater than [***]
as is equal to the amount of the related invoice under the Ericsson Supply
Agreement; or (z) in all other cases, $2,000,000 and in an integral multiple of
$1,000,000 and (iv) Base Rate Notes outstanding at any time shall be in an
aggregate amount at least equal to $1,000,000.

                  (c) CONTINUATION/CONVERSION

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

[*] 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.



                    Qualcomm/Ericsson Note Purchase Agreement
                                       18
<PAGE>   24


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

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

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

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

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

                  (e) MAXIMUM LAWFUL RATE OF INTEREST. The rate of interest
payable on any Note or other amount shall in no event exceed the maximum rate
permissible under Applicable Law. If the rate of interest payable on any Note or
other amount is ever reduced as a result of


                    Qualcomm/Ericsson Note Purchase Agreement
                                       19
<PAGE>   25


this Section and at any time thereafter the maximum rate permitted by Applicable
Law shall exceed the rate of interest provided for in this Agreement, then the
rate provided for in this Agreement shall be increased up to the maximum rate
provided by Applicable Law for such period as is required so that the total
amount of interest received by the Purchasers during such period is that which
would have been received by the Purchasers but for the operation of the first
sentence of this Section.

            SECTION 2.4 FEES.

                  (a) FEES. On the Closing Date and from time to time thereafter
as specified in the Administrative Agent's Letter or the Proceeds Collateral
Agent's Letter, as the case may be, the Company shall (i) pay to the Paying
Agent or to the Administrative Agent the Fees specified in the Administrative
Agent's Letter and (ii) pay to the Paying Agent or to the Proceeds Collateral
Agent the Fees specified in the Proceeds Collateral Agent's Letter.

                  (b) FEES NON-REFUNDABLE. All Fees shall be fully earned when
payable hereunder and shall be non-refundable except under the circumstances
described in the last sentence of Section 2.8(b).

            SECTION 2.5 INCREASE, TERMINATION AND REDUCTION OF COMMITMENTS.

                  (a) TAG-ALONG RIGHTS/COMMITMENT INCREASE AGREEMENT.

                           (i) In the event that ABN AMRO, Ericsson or Qualcomm
(each a "Potential Assignor") elects to make a Non-Recourse Assignment, such
Potential Assignor (the "Initiating Assignor") shall (A) as soon as the
Initiating Assignor becomes aware of a potential assignee, consult with the
other Potential Assignors; and (B) as soon as possible, but in any event not
less than 30 Business Days prior to such Non-Recourse Assignment, provide notice
to each other Potential Assignor setting forth the proposed date, assignee party
and amount of the proposed Non-Recourse Assignment.

                           (ii) Each Potential Assignor receiving notice
pursuant to clause (a)(i) above may, in its sole discretion, by providing notice
to the Initiating Assignor not less than five Business Days prior to the date of
the proposed Non-Recourse Assignment, have the right to cause the assignee party
to such Non-Recourse Assignment to assume the Assignment Amount of such
Potential Assignor's (A) Unused Commitments which are being assigned pursuant to
such Non-Recourse Assignment (if any) and (B) the Notes being assigned pursuant
to such Non-Recourse Assignment; provided, however, that (1) to the extent that
ABN AMRO holds any Notes or has any Unused Commitment hereunder, Ericsson shall
not be entitled to cause such assignee party to assume the Assignment Amount of
any Notes held by Ericsson or Unused Commitments of Ericsson and (2) if any
Potential Assignor has elected not to acquire Exchange Debt, pursuant to the
Exchange Debt Agreement, such Potential Assignor shall not be entitled to cause
the assignee party proposed with respect to such Non-Recourse Assignment to
assume the Assignment Amount pertaining to such Potential Assignor.


                    Qualcomm/Ericsson Note Purchase Agreement
                                       20
<PAGE>   26


                           (iii) Whether or not any non-initiating Potential
Assignor participates pro rata in any Non-Recourse Assignment as provided in
Section 2.5(a)(i), upon any Reload Event, Ericsson and Qualcomm shall
concurrently execute and deliver to the Administrative Agent and the Company a
Commitment Increase Agreement substantially in the form of Exhibit E hereto (a
"Commitment Increase Agreement"), in which Ericsson and Qualcomm shall agree
that, from and after the date of effectiveness of such Reload Event, Ericsson
and Qualcomm shall have a Commitment under this Agreement, or the Commitment of
Ericsson and Qualcomm hereunder shall be increased (as the case may be), by an
amount equal to: (i) in the case of the Ericsson, the Ericsson Additional
Commitment and (ii) in the case of Qualcomm, the Qualcomm Additional Commitment.
The Company shall pay to the Paying Agent or to the Administrative Agent all
Front End Fees payable to it as a result of any Non-Recourse Assignment related
to such Reload Event pursuant to the Administrative Agent's Letter.

                  (b) Following effectiveness of any Additional Commitment, the
Administrative Agent shall promptly notify the Company and all other Purchaser
Parties of the amount of any Qualcomm Additional Commitment and any Ericsson
Additional Commitment, as the case may be, and promptly distribute to the
parties hereto a revised Schedule 1.1(a) giving effect thereto, and such revised
Schedule 1.1(a) shall, as of the date of effectiveness of Ericsson's new or
increased Commitment and thereafter, constitute Schedule 1.1(a) for all
purposes.

                  (c) If another Purchaser agrees that the Commitment of such
other Purchaser may be increased by the amount of, or an Eligible Assignee
agrees to become a Purchaser with a Commitment equal to, the amount of the
Additional Commitment otherwise required hereunder, all as specified in Section
2.5(d) below, the obligation of Qualcomm and Ericsson to provide an Additional
Commitment pursuant to Section 2.5(a) shall be released.

                  (d) Effective upon the delivery by any Purchaser in its
discretion, or by any Eligible Assignee, to the Company and the Administrative
Agent of a duly executed Commitment Increase Agreement, such Purchaser shall
have an increased Commitment under this Agreement, or such Eligible Assignee
shall become a Purchaser hereunder and have a Commitment hereunder, as set forth
in such Commitment Increase Agreement. Except as otherwise set forth in this
Section 2.5, no Purchaser shall have any obligation whatsoever to deliver a
Commitment Increase Agreement. Upon effectiveness of any new or Additional
Commitment, the Administrative Agent shall notify the Company and all other
Purchaser Parties of the amount of such additional or new Commitment and the
identity of the new Purchaser (if applicable), promptly distribute to the
parties hereto a revised Schedule 1.1(a) reflecting such Purchaser's new or
increased Commitment, and such revised Schedule 1.1(a) shall, as of the date of
effectiveness of such Purchaser's new or increased Commitment and thereafter,
constitute Schedule 1.1(a) for all purposes. In no event whatsoever shall the
Commitment of any Purchaser increase without the written consent of such
Purchaser.

                  (e) Each Purchaser's Commitment shall terminate without
further action on the part of such Purchaser on the earliest to occur of (i)
July 1, 2004, (ii) the date of termination



                    Qualcomm/Ericsson Note Purchase Agreement
                                       21
<PAGE>   27


of such Commitment of such Purchaser pursuant to Section 2.5(f), or (iii) the
date of termination of the Commitments of all Purchasers pursuant to Section 6.2
(such earliest date being referred to herein as the "Termination Date" with
respect to such Commitment).

                  (f) The Company shall have the right, at any time or from time
to time after the Closing Date, to terminate in whole or permanently reduce in
part, without premium or penalty, the Commitments of the Purchasers on a pro
rata basis to an amount not less than the Commitment Usage of all Purchasers at
such time, by giving the Administrative Agent not less than three Business Days'
prior written notice of such termination or reduction and the amount of any
partial reduction, subject to demonstrating either (i) the availability of
alternative funds at least equal to the amount of Commitments requested to be
terminated or reduced, or (ii) that such terminated portions are no longer
required by the Company to complete the Project. In connection with any such
notice, the Company shall, on the date of such notice, deliver to the
Administrative Agent (A) a certificate substantially in the form of Exhibit F,
duly completed and executed by the Chief Financial Officer of the Company (a
"Cancellation Certificate") setting forth in reasonable detail the reasons for
such termination or reduction and (B) financial projections for the Company,
reasonably acceptable to Ericsson and the Administrative Agent, supporting the
statements contained in the Cancellation Certificate. Ericsson shall promptly
inform the Administrative Agent as to whether the Cancellation Certificate is
acceptable. Such notice, the Cancellation Certificate and Ericsson's acceptance
or rejection thereof shall be promptly sent by the Administrative Agent to the
Purchasers upon its receipt of each. Any such termination or partial reduction
shall be effective on the date specified in the Company's notice and shall be in
a minimum amount of $5,000,000 and in integral multiples of $100,000.

                  (g) The Commitments of any [***] are subject to reduction, and
Ericsson and Qualcomm may acquire a Commitment or its Commitment may be
increased, in each case, as specified in Section 8.6(f).

                  (h) Except as otherwise provided in Section 2.5(a) and subject
to each Purchaser's right to reject the offer of any Mandatory Partial
Repurchase Amount pursuant to Section 2.6(c)(ii), upon receipt by the Purchasers
of any Mandatory Partial Repurchase Amount, or any voluntary repurchase of the
Note pursuant to Section 2.6(d), the Commitment of each Purchaser shall be
reduced by the principal amount of the Notes so repurchased. In addition, the
Commitments of the Purchasers shall be reduced on a pro rata basis under the
circumstances and in the amount specified in Section 9.6(a)(iii) of the Common
Terms Agreement.

         SECTION 2.6 REPURCHASE; MATURITY.

                  (a) MANDATORY REPURCHASE. The Administrative Agent, by notice
given not less than five Business Days prior to Initial Repurchase Date (the
"Mandatory Repurchase Notice") to the Company and each Purchaser Party, may (and
upon instructions of any Purchaser shall) require the Company to repurchase (a
"Mandatory Repurchase") and, if such notice is given, the Company shall
repurchase or cause to be repurchased by a Designated Repurchaser, and each of
the Purchasers that so instructed the Administrative Agent shall sell on the
Initial

[*] 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.

                    Qualcomm/Ericsson Note Purchase Agreement
                                       22
<PAGE>   28


Repurchase Date, all (but not less than all) of the Notes held by such Purchaser
for a repurchase price, in Dollars and in immediately available funds, equal to
the aggregate outstanding principal amount of all such Notes held by such
Purchaser so repurchased, plus accrued and unpaid interest on such principal
amount to the date of repurchase (the "Repurchase Price").

                  (b) EXCESS PRINCIPAL AMOUNT REPURCHASE. If at any time the
aggregate Commitment Usage of any Purchaser exceeds the amount of such
Purchaser's Commitment, the Company or a Designated Repurchaser shall, within
three Business Days from the Business Day on which the Company learns of or is
notified of the excess, make mandatory repurchases of the Notes as may be
necessary so that, after such repurchase, such excess is eliminated.

                  (c) MANDATORY PARTIAL REPURCHASE.

                           (i) Upon the occurrence of any Mandatory Partial
Repurchase Event, the Company shall give the Administrative Agent and each of
the Purchasers prompt written notice of the occurrence of such Mandatory Partial
Repurchase Event (the "Mandatory Partial Repurchase Notice") and the Company
shall offer or cause a Designated Repurchaser to offer to repurchase (a
"Mandatory Partial Repurchase") and, subject to clause (ii), the Purchasers
shall sell, on the Euro-Dollar Business Day specified in the Mandatory Partial
Repurchase Notice (which date shall not be less than five Euro-Dollar Business
Days after the date of the Mandatory Partial Repurchase Notice and shall not be
after the date any Mandatory Prepayment in respect of such Mandatory Partial
Repurchase Event is required to be made under the terms of the Common Terms
Agreement) (the "Partial Repurchase Date"), the maximum principal amount of
Notes that may be repurchased with the Mandatory Partial Repurchase Amount,
which amount shall be in Dollars and in immediately available funds, and shall
be allocated among the Purchaser Parties in accordance with Section 2.9;
provided that the Mandatory Partial Repurchase Amount shall, with respect to
each Mandatory Partial Repurchase, be applied first to purchase the Base Rate
Notes and then to purchase the Euro-Dollar Rate Notes held by each such
Purchaser (or each such Purchaser's designee).

                           (ii) Each Purchaser shall be entitled to reject any
Mandatory Partial Repurchase offer by the Company or by a Designated Repurchaser
pursuant to this Section 2.6(c) and shall notify the Administrative Agent of
such rejection no more than three days after receipt by such Purchaser of a copy
of the Mandatory Partial Repurchase Notice. The amount of principal and accrued
interest on the Notes of any Purchaser that rejects the offer of Mandatory
Partial Repurchase that would otherwise have been repurchased shall be applied
to repurchase Notes on a pro rata basis in accordance with the Commitment Usage
of all other Purchasers that did not reject the offer of Mandatory Partial
Repurchase until the outstanding principal amount of the Notes and Commitments
of all such Purchasers have been reduced to zero and thereafter shall be
reapplied as provided in Section 9.6(a)(iii) of the Common Terms Agreement.


                    Qualcomm/Ericsson Note Purchase Agreement
                                       23
<PAGE>   29


                  (d) VOLUNTARY REPURCHASE.

                           (i) Subject to this Section 2.6(d), the Company, at
its option (to the extent permissible under Applicable Law), at any time or from
time to time, may or may cause a Designated Repurchaser to repurchase the Notes
in whole or in part, without premium or penalty, provided that (A) any
repurchase shall be of an aggregate principal amount of Notes of $2,000,000 and
integral multiples of $1,000,000, in the case of Euro-Dollar Rate Notes, or a
minimum aggregate amount of$1,000,000 and integral multiples of$l,000,000, in
the case of Base Rate Notes (or, alternatively for either Type of Note, the
whole principal amount of Notes then outstanding), and (B) any repurchase of a
Euro-Dollar Rate Note, if made on a day other than the last day of the Interest
Period applicable thereto, shall be made with amounts a able pursuant to Section
2.13.

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

                           (iii) Each voluntary repurchase shall be applied to
the unpaid principal amount of the Notes held by the respective Purchasers as
provided in Section 2.9; provided that each voluntary repurchase shall be
applied first to repurchase the Base Rate Notes and then to repurchase the
Euro-Dollar Rate Notes held by each such Purchaser.

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

                  (f) MATURITY. All Notes outstanding on July 1, 2012 shall be
due and payable on such date.

         SECTION 2.7 CONVERSION OF NOTES INTO EXCHANGE DEBT. If all or any
portion of the Notes held at any time by ABN AMRO, Ericsson or Qualcomm are to
be converted into Exchange Debt pursuant to the terms and conditions of the
Exchange Debt Agreement (such


                    Qualcomm/Ericsson Note Purchase Agreement
                                       24
<PAGE>   30


portion being the "Conversion Portion"), Ericsson, ABN AMRO or Qualcomm, as the
case may be, and the Company shall deliver to the Administrative Agent a Notice
of Conversion to Exchange Debt in the form provided in the Exchange Debt
Agreement (the "Notice of Conversion to Exchange Debt") not later than 12:00
noon (New York time) at least three Business Days before the conversion date. On
such conversion date, the Conversion Portion shall cease to be outstanding
hereunder and the Company shall pay to the Administrative Agent, for the sole
account of Ericsson, ABN AMRO or Qualcomm, as the case may be, any accrued and
unpaid interest on the Conversion Portion of the Notes.

         SECTION 2.8 MANNER OF PAYMENT.

                  (a) PAYMENT GENERALLY. Except as otherwise expressly provided,
the Company and any Designated Repurchaser shall make each payment under the
Note Documents to the Paying Agent in Dollars and in immediately available
funds, without any deduction whatsoever, including any deduction for any setoff,
recoupment, counterclaim or Taxes (other than Excluded Taxes), at the Paying
Agent's Office for deposit in the Paying Agent's Account (which amount will be
held in trust for the Administrative Agent) at such time as shall provide the
Paying Agent with sufficient time to, in turn, pay such amount to the
Administrative Agent in Dollars and in immediately available funds, without any
deduction whatsoever, including any deduction for any setoff, recoupment,
counterclaim or Taxes at the Administrative Agent's Office for the account of
the Applicable Purchasing Offices of the Purchaser entitled to such payment for
deposit in the Administrative Agent's Account not later than 12:00 noon (New
York time) on the due date thereof. Any payments received by the Administrative
Agent after 12:00 noon (New York time) on any Business Day shall be deemed
received on the next succeeding Business Day. Not later than 2:00 p.m. (New York
time) on the day such payment is made, the Administrative Agent shall initiate a
wire transfer to each Purchaser, for the account of the Purchaser's Applicable
Purchasing Office, in Dollars and in immediately available funds, of such
Purchaser's share of the payment so made, determined pursuant to Section 2.9.
Delivery to the Administrative Agent shall be made by the Paying Agent in
accordance with the written instructions satisfactory to the Paying Agent from
time to time given to the Paying Agent by the Administrative Agent; and delivery
to each Purchaser shall be made by the Administrative Agent in accordance with
the written instructions satisfactory to the Administrative Agent from time to
time given to the Administrative Agent by each Purchaser. Any payment made by
the Company or any Designated Repurchaser to the Paying Agent in accordance with
this Section 2.8(a) shall satisfy pro tanto and shall be conclusive and shall
discharge the Company or such Designated Purchaser of its corresponding payment
obligations to the Purchaser Parties under the Notes.

                  (b) INDEMNIFICATION BY THE COMPANY. To the extent that the
Company or any Designated Repurchaser makes any payment due under this Agreement
or any other Note Document to the Paying Agent, the Company hereby indemnifies
Ericsson and the Purchaser Parties against any failure on the part of the Paying
Agent to pay to the Administrative Agent in accordance with the instructions
provided to the Paying Agent by the Administrative Agent pursuant to Section
2.8(a), any sum due in respect of the Notes or any other Note Document by


                    Qualcomm/Ericsson Note Purchase Agreement
                                       25
<PAGE>   31


the due date or due time thereof in an amount, at a minimum, equal to the
portion of such payment made to the Paying Agent not paid to the Administrative
Agent as aforesaid and agrees to pay such amount, plus interest at the
Post-Default Rate, not later than (i) one Business Day after the due date
thereof, in the case of payments of principal, (ii) three Business Days after
the due date thereof, in the case of payments of interest and (iii) five
Business Days after the due date thereof, in the case of expenses, Fees or other
amounts payable under the Note Documents. This indemnity constitutes a separate
and independent obligation from the obligations of the Company under the Notes
and shall give rise to a separate and independent cause of action. To the extent
that the Paying Agent makes any payment to the Administrative Agent with respect
to which Ericsson or any Purchaser Party has received a payment from the Company
in satisfaction of its indemnification obligations set forth in this Section
2.8(b), such Purchaser Party shall promptly return to the Company any such
indemnification payment so made by the Company, together with interest at the
Federal Funds Rate from one Business Day after the later of (x) the date on
which the payment from the Paying Agent was received by such Purchaser Party and
(y) the date on which the payment from the Company was received by such
Purchaser Party, to but excluding the date on which such payment is returned to
the Company.

                  (c) PAYMENT BY THE COMPANY OR ANY DESIGNATED REPURCHASER.
Notwithstanding anything in this Section 2.8 to the contrary, the Company or any
Designated Repurchaser may, subject to the receipt of any necessary Governmental
Approvals and in lieu of making any payment to the Paying Agent, make any such
payment to the Administrative Agent in Dollars and in immediately available
funds, without any deduction whatsoever, including any deduction for any setoff,
recoupment, counterclaim or Taxes (other than Excluded Taxes), at the
Administrative Agent's Office, for deposit in the Administrative Agent's Account
for the account of the Purchaser Parties not later than 12:00 noon (New York
time) on the due date thereof. Any payments received by the Administrative Agent
after 12:00 noon (New York time) on any Business Day shall be deemed received on
the next succeeding Business Day.

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

                  (e) PAYMENTS SET ASIDE. To the extent any Agent or any
Purchaser receives payment of any amount under the Note Documents, whether by
way of payment by the Company, setoff, as proceeds of Collateral or otherwise,
which payment is subsequently invalidated, declared to be fraudulent or
preferential, set aside or required to be repaid to a trustee, receiver or any
other party under any bankruptcy law, other law or equitable cause, in


                    Qualcomm/Ericsson Note Purchase Agreement
                                       26
<PAGE>   32


whole or in part, then, to the extent of such payment received and to the extent
permitted by Applicable Law, the Obligations or Fees or part thereof intended to
be satisfied thereby shall be revived and continue in full force and effect,
together with all Collateral security therefor, as if such payment had not been
received by the Agent or the Purchaser. If prior to any such invalidation,
declaration, setting aside or requirement, this Agreement shall have been
canceled or surrendered, this Agreement shall (to the extent permitted by
Applicable Law) be reinstated in full force and effect, and such prior
cancellation or surrender shall (to the extent permitted by Applicable Law) not
diminish, discharge or otherwise affect the obligations of the Company in
respect of the amount of the affected payment.

         SECTION 2.9 PRO RATA TREATMENT.

                  (a) Except to the extent otherwise expressly provided herein
or in the Fee Letters,

                           (i) Notes shall be issued to the Purchasers, pro rata
         according to their respective Unused Commitments; and

                           (ii) Each reduction of the Commitments shall be
         applied to the respective Commitments of the Purchasers pro rata
         according to their respective Unused Commitments before such reduction;
         provided, however, that in the case of Ericsson and Qualcomm but not
         any other Purchaser, Ericsson's and Qualcomm's Commitment may
         subsequently be increased pursuant to Section 2.5(a).

                  (b) Except to the extent otherwise expressly provided herein,

                           (i) each payment or prepayment by the Company, the
         Paying Agent or a Designated Repurchaser of principal or payment in
         respect of a repurchase by the Company or a Designated Repurchaser of
         the Notes shall be made for the account of the Purchasers pro rata
         according to the respective outstanding principal amount of the Notes
         held by the Purchasers, provided that (A) Mandatory Partial Repurchases
         shall be made pro rata in accordance with the respective Commitment
         Usage of the Purchasers and (B) repurchases required by Section 2.6(b)
         shall be applied to eliminate any excess for any Purchaser of the
         aggregate principal amount of such Purchaser's Notes over its
         Commitment; and

                           (ii) each payment by the Company or the Paying Agent
         of interest on the Notes shall be made for the account of the
         Purchasers pro rata according to the respective accrued but unpaid
         interest on the Notes owed to such Purchasers on such day.

                  (c) Whenever any payment received by the Administrative Agent
under this Agreement or any other Note Document is insufficient to pay in full
all amounts then due and


                    Qualcomm/Ericsson Note Purchase Agreement
                                       27
<PAGE>   33


payable to the Purchaser Parties under the Note Documents, including in respect
of any repurchase,

                           (i) if the Administrative Agent has not received a
         Payment Sharing Notice (or if all Payment Sharing Notices previously
         given shall have ceased to be in effect), such payment shall be applied
         in the following order: first, to the ratable payment of Fees, costs
         and expenses due and payable to the Agents under the Note Documents;
         second, to the ratable payment of all costs and expenses due and
         payable to the Purchasers under Section 8.1; third, to the ratable
         payment of Fees then due and payable to Ericsson and the Purchaser
         Parties pursuant to Section 2.4 or the Purchasers' Fee Letter; fourth,
         to the ratable payment of accrued and unpaid interest then due and
         payable on the Notes and other Obligations to Ericsson and the
         Purchaser Parties; and fifth, to the ratable payment of the principal
         amount of all Notes then due and payable or subject to repurchase (in
         each case in accordance with the respective amounts owed therefor); or

                           (ii) if the Administrative Agent has received a
         Payment Sharing Notice that remains in effect, such payment shall be
         applied in the following order: first, to the ratable payment of the
         costs and expenses due and payable to the Agents under the Note
         Documents; second, to the ratable payment of all costs and expenses due
         and payable to the Purchaser Parties (other than the Agents) under
         Section 8.1; third, to the ratable payment of Fees then due and payable
         to the Purchaser Parties pursuant to Section 2.4 hereof or the
         Purchasers' Fee Letter; fourth, to the payment of the accrued and
         unpaid interest on all Notes and other Obligations, regardless of
         whether any such amount is then due and payable, ratably among the
         Purchaser Parties in accordance with the aggregate accrued interest
         plus the aggregate principal amount of all Notes and other Obligations
         to the Purchaser Parties then due and payable to each such Purchaser
         Party; and fifth, to the ratable payment of the principal amount of all
         Notes and other Obligations to the Purchaser Parties, regardless of
         whether any such Note is due and payable or subject to repurchase.

         SECTION 2.10 MANDATORY SUSPENSION AND CONVERSION OF EURO-DOLLAR RATE
NOTES. All outstanding Euro-Dollar Rate Notes shall be converted into Base Rate
Notes, on the last day of the respective Interest Periods applicable thereto
(or, if earlier, in the case of clause 2.10(b) below, on the last day that such
Purchaser can lawfully continue to hold Euro-Dollar Rate Notes) and all pending
requests for the purchase of Euro-Dollar Rate Notes shall be disregarded, if:

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


                    Qualcomm/Ericsson Note Purchase Agreement
                                       28
<PAGE>   34


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

         SECTION 2.11 REGULATORY CHANGES.

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

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


                    Qualcomm/Ericsson Note Purchase Agreement
                                       29
<PAGE>   35

     SECTION 2.12 TAXES.


              (a) If the Company is required by Applicable Law to make any
deduction or withholding in respect of any Taxes (other than Excluded Taxes)
from any amount payable under any Note Document to the Paying Agent or to, or
for the account of, any Purchaser Party, the Company shall pay to the Paying
Agent or to, or for the account of, such Purchaser Party, on the date such
amount is payable, such additional amounts as may be necessary to ensure that
the net amounts received by it or for its account, in the aggregate, after all
applicable deductions or withholdings, shall equal the amount that the Paying
Agent or such Purchaser Party would have been entitled to receive under the Note
Documents if no deductions or withholdings were made. If the Company shall
deduct or withhold any Taxes from any payments under the Note Documents, it
shall provide to the relevant Purchaser Party for whose account such payment was
made, to the extent available to the Company, (i) a statement setting forth the
amount and type of Taxes so deducted or withheld, the applicable rate and any
other information or documentation that the Paying Agent or such Purchaser Party
may reasonably request and (ii) as promptly as possible after payment is made to
the relevant Governmental Authority, a certified copy of any original official
receipt received by the Company showing payment.

              (b) If any Purchaser Party is required to make any payment on
account of Taxes (other than Excluded Taxes) on or in relation to any sum
received or receivable by it under any Note Document, or any liability for Taxes
(other than Excluded Taxes) in respect of any such payment is imposed, levied or
assessed against such Purchaser Party, whether or not correctly or legally
imposed, then (i) such Purchaser Party shall promptly notify the Administrative
Agent and the Company and shall provide such evidence thereof, in such form as
is reasonably specified by the Company, and such cooperation as the Company may
reasonably request, and (ii) the Company or the Paying Agent, as the case may
be, shall pay when due such additional amounts as may be necessary to ensure
that the amount received by such Purchaser Party, less any such Taxes paid,
imposed, levied or assessed, including any Taxes (other than Excluded Taxes)
imposed on such additional amounts, shall equal the amount that such Purchaser
Party would have been entitled to retain under the Note Documents in the absence
of the payment, imposition, levy or assessment of such Taxes.

              (c) Upon the written request of the Company, each Purchaser Party
shall promptly provide to the Company, the Paying Agent, the Administrative
Agent and the Collateral Agent such form, certification or similar documentation
(each duly completed, accurate and signed) as is required by Brazil or any other
jurisdiction otherwise imposing Taxes and specified by the Company in such
request, but only if required or permitted under Applicable Law, in order to
obtain an exemption from, or reduced rate of, deduction, payment or withholding
of Taxes to which such Purchaser Party is entitled pursuant to an applicable tax
treaty or the laws of Brazil or such other jurisdiction; provided that no
Purchaser Party shall have any obligation to provide such form, certification or
similar document if, in the sole judgment of such Purchaser Party, the provision
of such form, certification or similar document will be unduly burdensome, will
require such Purchaser Party to disclose any confidential or proprietary


                    Qualcomm/Ericsson Note Purchase Agreement
                                       30






<PAGE>   36


information or will otherwise be disadvantageous to such Purchaser Party.
Subject to the proviso in the immediately preceding sentence, the Company shall
not be required to indemnify any Purchaser Party under Section 2.12(a) or
2.12(b) for any Taxes to the extent that such Taxes would not be imposed but for
the failure by such Purchaser Party to provide any form, certification or
similar document as required by this subsection; provided that if a Purchaser
Party that is otherwise exempt from or subject to a reduced rate of withholding
tax, becomes subject to Taxes because of its failure to deliver a form required
hereunder, the Company shall take such steps as such Purchaser Party shall
reasonably request to assist such Purchaser Party to recover such Taxes.

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

         SECTION 2.14 CERTIFICATES REGARDING YIELD PROTECTION, ETC.


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


                    Qualcomm/Ericsson Note Purchase Agreement
                                       31


<PAGE>   37





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

              (c) Failure or delay on the part of any Purchaser Party to demand
compensation pursuant to Section 2.11 by submitting a certificate requesting
same in accordance with this Section 2.14 shall not constitute a waiver of such
Purchaser Party's right to demand such compensation; provided that the Company
shall not be required to compensate a Purchaser Party pursuant to Section 2.11
for any increased costs or reductions incurred more than 270 days prior to the
date that such Purchaser Party submits a certificate notifying the Company of
the Regulatory Change giving rise to such increased costs or reductions and of
such Purchaser Party's intention to claim compensation therefor; provided
further that, if the Regulatory Change giving rise to such increased costs or
reductions is retroactive, then the 270-day period referred to above shall be
extended to include the period of retroactive effect thereof.

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

         SECTION 2.16 NO SET-OFF REGARDING SUPPLY AGREEMENT. The obligations of
the Company Parties to pay all their respective Obligations shall not be
affected by (a) any set-off; counterclaim, recoupment, deduction, abatement,
suspension, diminution, reduction, defense or other right that the Company or
any of its Subsidiaries may have against any Ericsson Party for any reason
whatsoever arising under or pursuant to the Ericsson Supply Agreement or
otherwise relating to the purchase of goods or services from any Ericsson Party,
(b) any defect in the condition, design, operation or fitness for use of, or any
damage to or loss or destruction of, any equipment, material or service provided
by any Ericsson Party under the Ericsson Supply Agreement, (c) any insolvency,
bankruptcy, reorganization or similar proceedings by or against the Company or
any Guarantor or affecting any of its properties, (d) any action of any
Governmental Authority or any damage to or destruction of or any taking of the
Company's or any Guarantor's property or any part thereof; (e) any change,
waiver, extension, indulgence or failure to perform or comply with, or other
action or omission herein or in the other Note Documents (except for express
written amendments to this Agreement and other Note


                    Qualcomm/Ericsson Note Purchase Agreement
                                       32


<PAGE>   38








Documents as and in the manner permitted under this Agreement or the other Note
Documents), (f) any dissolution of the Company or any Guarantor, whether or not
permitted under the Note Documents, (g) any inability or illegality with respect
to the use or ownership of the Company's or any Guarantor's property, (h) any
failure to obtain, or expiration, suspension or other termination of, or
interruption to, any required Governmental Approvals, (i) any lack of power or
authority of the Administrative Agent or any other Purchaser Party or the
Company or (j) any other event or circumstance whatsoever, whether or not
similar to any of the foregoing and whether or not the Company or any Guarantor
shall have notice or knowledge of any of the foregoing, it being the intention
of the Administrative Agent and the other Purchaser Parties, the Company and the
Guarantors that the Obligations of the Company and the Guarantors hereunder and
under the other Note Documents shall be absolute and unconditional and shall be
separate and independent covenants and agreements and shall continue unaffected
unless the requirements to pay or perform the same shall have been amended or
terminated pursuant to an express provision hereof or of any of the other Note
Documents.


                                   ARTICLE III

                             CONDITIONS TO ISSUANCE

         SECTION 3.1 CLOSING CONDITIONS. The occurrence of the Closing Date
shall be subject to satisfaction of the following conditions:

                  (a) COMMON TERMS AGREEMENT. The conditions to closing set
         forth in Section 2.1 of the Common Terms Agreement shall have been
         fulfilled in a manner satisfactory to, or waived in writing as required
         by, Section 2.1 of the Common Terms Agreement.

                  (b) FEES AND EXPENSES PAID. The Company shall have paid to the
         Paying Agent, to the Purchaser Parties or, in the case of expenses, to
         any other Person entitled thereto (i) all Fees due on or before the
         Closing Date and (ii) all expenses for which the Company shall have
         been billed on or before the Closing Date to the extent such expenses
         are reimbursable pursuant to Section 8.1 and denominated in Reais.

                  (c) GENERAL. All other documents and legal matters in
         connection with the transactions contemplated by this Agreement shall
         have been delivered, executed, recorded or otherwise resolved in form
         and substance satisfactory to the Administrative Agent, Qualcomm and
         Ericsson, and the Administrative Agent, Qualcomm and Ericsson each
         shall have received all such counterpart originals or certified copies
         thereof as it may request.

         SECTION 3.2 CONDITIONS PRECEDENT TO EACH ISSUANCE. The obligation of
the Purchasers to purchase any Notes on any Issuance Date shall be subject to
the following conditions precedent:

                    Qualcomm/Ericsson Note Purchase Agreement
                                       33


<PAGE>   39





                  (a) COMMON TERMS AGREEMENT. The conditions precedent set forth
         in (i) Section 3.1 hereof shall have been satisfied or waived; and (ii)
         Section 2.2 of the Common Terms Agreement shall have been satisfied or
         waived in writing as required by Section 2.2 of the Common Terms
         Agreement.

                  (b) NOTICE OF ISSUANCE. The Company shall have delivered to
         the Administrative Agent, after the time the conditions set forth in
         Section 3.1 hereof and Section 2.2 of the Common Terms Agreement shall
         have been satisfied or waived and otherwise in accordance with the
         applicable provisions of this Agreement, a Notice of Issuance (or
         telephonic notice in lieu thereof).

                  (c) DELIVERY OF NOTES. The Company shall have delivered to the
         Administrative Agent Notes payable to the respective Purchasers in the
         principal amount to be purchased by them, duly executed by the Company
         and dated the Issuance Date.

                  (d) PAYMENT OF FRONT END FEES. The use of proceeds of the
         Issuance, as set forth in the Notice of Issuance, shall include, or the
         Company shall otherwise have paid, all Front End Fees payable in
         respect of such Issuance under the Administrative Agent's Letter.

                  (e) ISSUANCES PRIOR TO COMPLETED NON-RECOURSE ASSIGNMENT. At
         all times prior to the date on which the Administrative Agent shall
         have been notified of the occurrence of [***], the obligation of any
         Purchaser (other than ABN AMRO or Qualcomm) whose Notes are covered by
         any [***] (a [***]) to purchase Notes hereunder on any Issuance Date,
         is subject to the additional condition that [***], as the case may be,
         shall then exist, provided that nothing in this Section 3.2(e) shall
         affect the obligation of any Purchaser, other than a [***], to purchase
         Notes hereunder during the period that [***] exists, as specified in
         Section 8.6(f).

                  (f) ISSUANCES FOR INTEREST PAYMENTS PRIOR TO NON-RECOURSE
         ASSIGNMENT. Notwithstanding the foregoing, at any time prior to the
         date on which Ericsson, ABN AMRO or Qualcomm enters into a Non-Recourse
         Assignment of all or any portion of their Notes or Commitment
         hereunder, Issuances for the sole purpose of paying interest due on
         Notes shall not be subject to any of the conditions to Issuance, other
         than (i) compliance with the Total Debt to Total Capitalization and
         Senior Debt to Total Capitalization ratios as required by Sections
         5.6(a) and (b) of the Common Terms Agreement after giving effect to
         such Issuance and any issuance of Exchange Debt pursuant to the
         Exchange Debt Agreement, (ii) the absence of a Default or Event of
         Default under Section 6.1(a), (b), (f), (g), (h), (i), (j), (1), (m),
         (n), (p) or (q) of the Common Terms Agreement, (iii) the absence of a
         Default or Event of Default under Section 6.1(c) or (d) of the Common
         Terms Agreement in respect of any failure of a Company Party to comply
         with Section 4.3, 4.8(b), 4.9, 5.1, 5.2, 5.3, 5.6(f), 5.7, 5.8, 5.9,
         5.10, 5.12 or 5.13 of the Common Terms Agreement, (iv) the absence
         of (A) an

[*] 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.

                    Qualcomm/Ericsson Note Purchase Agreement
                                       34


<PAGE>   40


         acceleration of the maturity of the Notes due to the occurrence of an
         Event of Default or (B) a Mandatory Repurchase Notice having been given
         by the Required Purchasers as provided in Section 2.6(a), (v)
         compliance with the conditions to Issuance set forth in Sections 2.2(a)
         and 2.2(e) of the Common Terms Agreement and (vi) compliance with the
         conditions to Issuance set forth in Section 2.2(b) of the Common Terms
         Agreement with respect to Sections 3.1,3.2, 3.3, 3.4, 3.11, 3.21, 3.22
         and 3.27. At any time subsequent to any Non-Recourse Assignment, such
         Issuances shall be subject to those conditions to Issuance generally
         applicable to all other Issuances hereunder.

                  (g) SATISFACTION OF CONDITIONS. Each Issuance of Notes shall
         constitute a representation and warranty by the Company as of the
         Issuance Date that the conditions contained in Sections 3.2(a) through
         (e), as modified by Section 3.2(f), have been satisfied.


                                   ARTICLE IV

                         REPRESENTATIONS AND WARRANTIES

         The Company hereby repeats herein as of the date hereof and as of each
Issuance Date hereunder all of the representations and warranties set forth in
Article 3 of the Common Terms Agreement, which representations and warranties
are hereby incorporated herein by reference.


                                    ARTICLE V

                            COVENANTS OF THE COMPANY

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

         SECTION 5.2 SYNDICATION EFFORTS.


              (a) The Company hereby agrees to cooperate with the Administrative
Agent, Qualcomm and Ericsson in connection with two completed syndication
efforts, aimed at achieving assignments of the Commitments and Notes (each, a
"Syndication"), at such times as the Administrative Agent (upon the request of;
consultation with, and the consent of, Qualcomm and Ericsson) may elect. In
connection therewith, the Company shall provide the Administrative Agent and its
legal counsel and consultants with such information and access to their
respective officers, directors, employees, accountants, and legal counsel as may
be reasonably requested for the purpose of performing due diligence and
preparing an information memorandum or like presentation package (the
"Memorandum") for distribution to financial institutions and other Persons who
may be interested in participating in the Commitments and Notes (together with
the Purchaser, the "Syndicate"). The information requested may include, but may
not be limited to,


                    Qualcomm/Ericsson Note Purchase Agreement
                                       35


<PAGE>   41







general industry information and information concerning the Company generally,
along with historic and projected financial information of each.

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

              (c) Prior to delivery of the Memorandum to any potential Syndicate
member, one or more knowledgeable Senior Officers of the Company shall review
the Memorandum and will provide a certificate to the Administrative Agent,
Qualcomm and Ericsson stating that, to the best of each such Senior Officer's
knowledge, the information included in the Memorandum is correct in all material
respects and does not contain any untrue statement of a material fact or omit to
state any fact necessary to make such information not materially misleading. The
Company shall be required to update the Memorandum while any Syndication is
ongoing and provide a new certificate with respect to such Memorandum as
reasonably requested by the Administrative Agent but no more frequently than
quarterly.

                  (d) The Company hereby agrees that no other major financing
for the Company or HoldCo will be syndicated by or with the cooperation of the
Company or HoldCo in the global bank markets which would jeopardize the success
of any Syndication by using up a substantial portion of the Company's credit
capacity (other than (x) a syndication of the Other Commitments and Other Notes
under the Nortel Note Purchase Agreement or the Harris Note Purchase Agreement
if Nortel or Harris, respectively, provides an [***], other guaranty or other
type of credit enhancement thereof in connection with such syndication or (y) in
accordance with any syndication involving the issuance of Exchange Debt or a
Qualifying Debt Offering (as defined in the Exchange Debt Agreement) in which a
portion of the proceeds are used to prepay a principal amount of Notes in
accordance with Section 2.1(f) of the Exchange Debt Agreement, a syndication of
the Other Commitments and Other Notes under the Nortel Note Purchase Agreement
in coordination with and on a pro rata basis with the Syndication of the Notes
and Commitments hereunder) during the period beginning on the date on which the
Administrative Agent notifies the Company that it will begin Syndication and
ending on the earlier of (i) 120 days after such date and (ii) full Syndication
of the Commitments and Notes hereunder to Purchasers other than Ericsson or
termination of such Syndication effort, provided that if a Syndication is
terminated for any reason, the Administrative Agent, Ericsson and Qualcomm shall
be permitted to reutilize the above-described time periods one additional time
each as if such terminated Syndication effort had never occurred. Thereafter,
the Company agrees to coordinate any syndicated financing activity for its
benefit or for the benefit of HoldCo in good faith with any Syndication then
being prepared by the Administrative Agent, Ericsson and Qualcomm.

         SECTION 5.3 CERTAIN REGULATORY RESTRICTIONS. The Purchaser Parties and
the Company acknowledge and agree that the Company or any Designated Repurchaser
may require


[*] 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.

                    Qualcomm/Ericsson Note Purchase Agreement
                                       36


<PAGE>   42




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


                                   ARTICLE VI

                                EVENTS OF DEFAULT

         SECTION 6.1 EVENTS OF DEFAULT. The occurrence of (a) any one or more of
the "Events of Default" described in Article 6 of the Common Terms Agreement or
(b) any failure by the Company to comply with or observe any agreement, covenant
or obligation under Section 2.2 hereof shall constitute an event of default
(each an "Event of Default") hereunder.

         SECTION 6.2 REMEDIES.

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

              (b) If an Event of Default occurs, other than under Section 6.1(f)
or 6.1(g) of the Common Terms Agreement, the Administrative Agent may, or upon
written request of the Required Purchasers shall, by written notice to the
Company, declare that the Commitments are terminated, whereupon the obligation
of the Purchasers to purchase any Note hereunder shall cease, and/or declare the
outstanding principal amount of the Notes and all other Obligations to be, and
the same shall thereupon become, due and payable, all without presentment,
demand, protest, any additional notice or other requirements of any kind
(including notice of dishonor and notice of intent to accelerate), all of which
are hereby expressly waived by the Company.

              (c) Subject to the terms of Article 9 of the Common Terms
Agreement, the Agents and the other Purchaser Parties have the additional rights
and remedies set forth in the Collateral Documents and the other Note Documents
and Applicable Law upon the occurrence of an Event of Default.



                    Qualcomm/Ericsson Note Purchase Agreement
                                       37


<PAGE>   43


                                   ARTICLE VII

                THE ADMINISTRATIVE AGENT, THE PROCEEDS COLLATERAL
                       AGENT, THE PURCHASERS AND CO-AGENTS

         SECTION 7.1 AUTHORIZATION AND ACTION.

              (a) Each Purchaser hereby irrevocably appoints and authorizes ABN
AMRO to act as its Administrative Agent (which term for all purposes hereunder
shall include the "Qualcomm/Ericsson Facility Agent" referred to in the Common
Terms Agreement) hereunder and under the other Note Documents, to execute and
deliver or accept, on its behalf, the other Note Documents and any other
documents, instruments and agreements related thereto or hereto to take such
action on its behalf under the provisions hereof and thereof and to exercise
such rights, remedies, powers and privileges hereunder and thereunder as are
delegated to the Administrative Agent by the terms hereof and thereof, together
with such rights, remedies, powers and privileges as are reasonably incidental
thereto.

              (b) The Administrative Agent shall not have any duties or
responsibilities except those expressly set forth in the Note Documents. No duty
to act, or refrain from acting, and no other obligation, covenant,
responsibility or liability whatsoever, shall be implied on the basis of any
right, power or authority granted to the Administrative Agent or shall become
effective in the event of any temporary or partial exercise of such rights,
power or authority. The Administrative Agent shall not be required to exercise
any right, power, remedy or privilege granted to it in any Note Document, to
ascertain or inquire whether any Default or Event of Default has occurred and is
continuing, or to inspect the property (including the books and records) of the
Company or to take any other affirmative action, except as expressly provided in
Section 6.2 or elsewhere in the Note Documents, or unless requested or directed
to do so in accordance with the provisions of Section 8.3 hereof or Article 9 of
the Common Terms Agreement.

              (c) Without limiting the generality of the foregoing, the use of
the term "agent" in this Agreement with respect to the Administrative Agent is
not intended to connote any fiduciary or other express or implied obligation
arising under agency doctrine or any other Applicable Law; instead, such term is
used merely as a matter of market custom and is intended to create or reflect
only an administrative relationship among independent contracting parties.

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

                    Qualcomm/Ericsson Note Purchase Agreement
                                       38




<PAGE>   44


         SECTION 7.2 EXCULPATION; ADMINISTRATIVE AGENT'S RELIANCE; ETC. Neither
the Administrative Agent in its capacity as such nor any of its directors,
officers, agents, attorneys or employees shall be liable to the Company or any
other Purchaser Party for any action lawfully taken or omitted to be taken by it
or them (whether negligently or otherwise) under or in connection with any Note
Document (a) with the consent or at the request of the Required Purchasers (or,
as provided in Section 8.3 hereof, or in Article 9 of the Common Terms
Agreement, all of the Purchasers or the Specified Pari Passu Creditors (as
defined below)), or (b) in any other circumstances, except for its or their own
gross negligence or willful misconduct. The Administrative Agent makes no
warranty or representation to any other Purchaser Party and shall not be
responsible to any other Purchaser Party for any recitals, statements,
warranties or representations made in, or in connection with, any Note Document
or for the execution, effectiveness, genuineness, validity, enforceability,
collectibility, or sufficiency of any Note Document or any financial
information, opinions of counsel or other documents executed and delivered
pursuant thereto, or for the financial condition of the Company. The
Administrative Agent shall not be responsible to any Purchaser for the
satisfaction of any condition specified in Article III hereof or Article 2 of
the Common Terms Agreement, except receipt of items required to be delivered to
the Administrative Agent, or for the value, effectiveness, priority,
genuineness, validity, of any Collateral or any Lien thereon. The Administrative
Agent may treat the Purchaser identified in the Register as the holder of any
Note as the holder thereof until the Administrative Agent receives the related
Assignment and Acceptance signed by such Purchaser and the assignee and in form
satisfactory to the Administrative Agent. The Administrative Agent shall be
entitled to rely upon any notice, certificate or other writing believed by the
Administrative Agent to be genuine and correct and to have been signed or sent
by the proper Person or Persons. The Administrative Agent shall be entitled to
consult with legal counsel, independent public accountants and other experts
selected by the Administrative Agent and to act in reliance upon the advice of
such counsel and other experts concerning its actions and duties hereunder.

         SECTION 7.3 ADMINISTRATIVE AGENT AND AFFILIATES. The Administrative
Agent shall, in its capacity as a Purchaser, have the same rights, powers and
obligations under this Agreement and the other Note Documents as any other
Purchaser and may exercise or refrain from exercising the same as though it were
not the Administrative Agent, including the right to give or deny consent to any
action requiring consent or direction of the Required Purchasers (or, as
provided in Section 8.3 hereof; or in Article 9 of the Common Terms Agreement,
all of the Purchasers or of the Specified Pari Passu Creditors). The
Administrative Agent in its individual capacity and its Affiliates may accept
deposits from, lend money to, act as trustee under indentures of, and generally
engage in any kind of business with, the Company, any of its Subsidiaries and
any Affiliate of the Company, all as if the Administrative Agent were not the
Administrative Agent and without any duty to account therefor to the Purchasers.
The Administrative Agent shall be entitled to receive from the Company or from
the Paying Agent its fees or portions thereof in connection with this
transaction without any liability to account therefor to any other Purchaser,
except as the Administrative Agent may have expressly agreed.



                    Qualcomm/Ericsson Note Purchase Agreement
                                       39



<PAGE>   45




         SECTION 7.4 PURCHASER CREDIT DECISION; ACKNOWLEDGMENT OF USE OF
PROCEEDS BENEFITING ERICSSON. Each Purchaser Party acknowledges that it has,
independently and without Reliance upon the Administrative Agent or any other
Purchaser Party and based on such documents and information as it has deemed
appropriate, made its own credit analysis and decision to enter into this
Agreement. Each Purchaser Party also acknowledges that it will, independently
and without reliance upon the Administrative Agent or any other Purchaser Party
and based on such documents and information as it shall deem appropriate at the
time, continue to make its own credit decisions in taking or not taking action
under the Note Documents. Each Purchaser Party expressly recognizes that the
proceeds of a significant portion of the Notes are required to be used to make
payments to Ericsson Brazil under the Ericsson Supply Agreement and expressly
agrees that Ericsson, whether or not it is a Purchaser under this Agreement,
shall have the rights and obligations specified under this Agreement, all
without regard to the fact that such proceeds are or may be used for such
purpose and that the Ericsson Supply Agreement exists.

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

         SECTION 7.6 SUCCESSOR ADMINISTRATIVE AGENT. Subject to the penultimate
sentence of this Section 7.6, the Administrative Agent may resign at any time as
Administrative Agent under the Note Documents by giving 30 days' written notice
thereof to the Purchasers and the Company. Upon any such resignation, the
Required Purchasers shall have the right to appoint a successor Administrative
Agent, which shall be reasonably satisfactory to Ericsson and Qualcomm (unless
the [***] shall have occurred with respect to such party) and the Company,
unless a Default or Event of Default shall then exist. If no successor
Administrative Agent shall have been so appointed by the Required Purchasers,
and shall have accepted such appointment, within 60 days after the retiring
Administrative Agent's notice of

[*] 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.

                    Qualcomm/Ericsson Note Purchase Agreement
                                       40




<PAGE>   46




resignation, then the retiring Administrative Agent may, on behalf of the other
Purchaser Parties, appoint a successor Administrative Agent, which shall (i) be
a financial institution or a branch or agency of a financial institution,
organized or licensed to do business under the laws of the United States of
America or any State thereof and (ii) be entitled to charge customary
administrative agency fees. Upon the acceptance of any appointment as the
Administrative Agent by a successor Administrative Agent, such successor
Administrative Agent shall thereupon succeed to and become vested with all the
rights, powers, privileges and duties of the retiring Administrative Agent, and
the retiring Administrative Agent shall be discharged of its duties and
obligations under the Note Documents. Upon any retiring Administrative Agent's
resignation, the provisions of this Article VII (as well as other expense
reimbursement, indemnification and exculpatory provisions in the other Note
Documents) shall continue in effect for its benefit as to any actions taken or
omitted by it while it was Administrative Agent.

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

         SECTION. 7.8 COLLATERAL AND GUARANTY MATTERS.


              (a) The Administrative Agent is hereby authorized to act as, or to
appoint and authorize any Person or Person specified herein to act as, and,
pursuant to Article 1288 of the Brazilian Civil Code, does hereby appoint and
authorize LaSalle Bank National Association to act as, attorney-in-fact for
purposes of Article 1317 of the Brazilian Civil Code and Proceeds Collateral
Agent in respect of the Proceeds Account Pledge Agreement on behalf of the
Purchaser Parties under this Agreement and the Proceeds Account Pledge
Agreement, subject to the terms and conditions set forth herein and therein.
Unless the context otherwise requires, all references in this Article VII to the
Administrative Agent shall be deemed to include the Proceeds Collateral Agent.
LaSalle Bank National Association, by execution of the Proceeds Account Pledge
Agreement, shall accept such appointment and upon such acceptance shall be
entitled to exercise such rights, remedies, powers and privileges hereunder,
thereunder and under the other Note Documents as are delegated to the Proceeds
Collateral Agent by the terms hereof and thereof; together with such rights,
remedies, powers and privileges as are reasonably incidental thereto. The
Administrative Agent is further hereby authorized to act as, or to appoint and
authorize the Person or Persons specified in the Common Terms Agreement to act
as, Collateral Agent on behalf of the Purchaser Parties under the Common Terms
Agreement, the



                    Qualcomm/Ericsson Note Purchase Agreement
                                       41


<PAGE>   47






Pari Passu Collateral Documents and the other Note Documents, as applicable,
subject to the terms and conditions set forth in such documents.

              (b) Except for any matters expressly subject to the consent or
approval of the Administrative Agent under the Note Documents, the
Administrative Agent shall not, without the prior approval of the Required
Purchasers (or, as provided in Section 8.3 hereof, or Article 9 of the Common
Terms Agreement, all of the Purchasers or a specified percentage of the Other
Purchasers under any or each of the Other Note Purchase Agreements or the Pari
Passu Purchasers under any or each tranche of Pari Passu Debt (the "Specified
Pari Passu Creditors")), consent to any departure by the Company from the terms
of, waive any default or otherwise amend this Agreement or any other Note
Documents. The Administrative Agent will not take any action contrary to the
written direction of the Required Purchasers (or, as provided in Section 8.3, or
Article 9 of the Common Terms Agreement, all of the Purchasers or the Specified
Pari Passu Creditors), will take any lawful action not contrary to the
provisions of the Note Documents prescribed in written instructions of the
Required Purchasers (or, as provided in Section 8.3 hereof, or Article 9 of the
Common Terms Agreement, all of the Purchasers or the Specified Pari Passu
Creditors) and, as to any matters not expressly provided for by the Note
Documents (including enforcement or collection), may decline to take any action,
except upon the written instructions of the Required Purchasers (or, as provided
in Section 8.3 hereof; or Article 9 of the Common Terms Agreement, all of the
Purchasers or the Specified Pari Passu Creditors); provided, however, that
neither the Administrative Agent nor the Proceeds Collateral Agent may fail to
take any action with respect to any amendment to the Proceeds Account Pledge
Agreement pursuant to Section 4.10(c)(ii) of the Common Terms Agreement, whether
or not specifically requested or directed to do so, that is required to be taken
by the terms of this Agreement or any other Note Document. If such instructions
are requested by the Administrative Agent reasonably promptly, the
Administrative Agent shall be absolutely entitled to refrain from taking any
action and shall not have any liability to the Company or any of its
Subsidiaries or any other Purchaser Party for refraining from taking any action
until it shall have received such instructions; provided, however, that the
Administrative Agent shall in no event be required to take or refrain from
taking any action that would, in the Administrative Agent's opinion, (i) be
contrary to the provisions of any Note Document or Applicable Law or (ii) be
reasonably likely to result in material liability to the Administrative Agent.

              (c) The Purchasers hereby irrevocably authorize the Administrative
Agent to, or to join with the Collateral Agent, in its discretion, in any
release of any Lien held by the Collateral Agent upon any Common Collateral (i)
from and after the day of termination of any Pari Passu Collateral Document
pursuant to the terms thereof; (ii) constituting property being sold or disposed
of if the Company certifies to the Administrative Agent and the Collateral Agent
that the sale or disposition is permitted under the relevant Pari Passu
Collateral Document and Section 5.8 of the Common Terms Agreement is being
complied with in connection therewith (and the Administrative Agent and the
Collateral Agent may rely conclusively on any such certificate, without further
inquiry, unless notified to the contrary by the Required Purchasers); or (iii)
approved, authorized or ratified in writing by all Purchaser Parties (or the
Specified Pari


                    Qualcomm/Ericsson Note Purchase Agreement
                                       42









<PAGE>   48


Passu Creditors) in accordance with Section 8.3 hereof, or Article 9 of the
Common Terms Agreement; provided, however, that (A) the Administrative Agent
shall not be required to execute any such documents on terms that create any
obligation or entail any consequence other than the release of such Liens
without recourse or warranty, and (B) such release shall not in any manner
discharge, affect or impair the Obligations, the Guaranties or any other Liens
upon (or obligations of the Company in respect of) the assets retained by the
Company, including the proceeds of any Asset Disposition, each of which shall
continue to constitute part of the Common Collateral to the extent provided in
the Pari Passu Collateral Documents. Upon request by the Administrative Agent at
any time, the Purchaser Parties will confirm in writing the Administrative
Agent's and Collateral Agent's authority to release particular types or items of
Common Collateral pursuant to this Section 7.8(c).

              (d) The Purchasers hereby irrevocably authorize the Administrative
Agent to, or to join with the Proceeds Collateral Agent, in its discretion, in
any release of any Lien held by the Proceeds Collateral Agent upon any
collateral under the Proceeds Account Pledge Agreement (i) from and after the
day of termination of the Proceeds Account Pledge Agreement pursuant to the
terms thereof; (ii) constituting Cash Equivalents held in the Proceeds Account
being sold or disposed of if the Company certifies to Ericsson, Qualcomm, the
Administrative Agent and the Proceeds Collateral Agent that the proceeds of such
sale or disposition are being used for purposes permitted by Section 2.2,
including, to the extent not used for any purpose set forth in Section
2.2(a)(i), (ii) or (iii), any purpose set forth in clause (C) of the proviso to
Section 2.2(a) (and the Administrative Agent and the Proceeds Collateral Agent
may rely conclusively on any such certificate, without further inquiry, unless
notified to the contrary by Ericsson); or (iii) approved, authorized or ratified
in writing by all Purchaser Parties in accordance with Section 8.3; provided,
however, that (A) neither the Administrative Agent nor the Proceeds Collateral
Agent shall be required to execute any such documents on terms that create any
obligation or entail any consequence other than the release of such Liens
without recourse or warranty, and (B) such release shall not in any manner
discharge, affect or impair the Obligations, the Guaranties or any other Liens
upon (or obligations of the Company in respect of) the cash and Cash Equivalents
retained by the Company, including the proceeds of any sale of Cash Equivalents
held in the Proceeds Account, each of which shall continue to constitute part of
the collateral under the Proceeds Account Agreement to the extent provided
therein. Upon request by the Administrative Agent or the Proceeds Collateral
Agent at any time, the other Purchaser Parties will confirm in writing the
Administrative Agent's and Proceeds Account Agent's authority to release
particular types or items of collateral under the Proceeds Account Pledge
Agreement pursuant to this Section 7.8(d).

              (e) Except as specifically otherwise provided in the Proceeds
Account Pledge Agreement, the Proceeds Collateral Agent is hereby authorized on
behalf of all of the Purchasers, without assumption of any duty or obligation in
respect of and without the necessity of any notice to or further consent from
any other Purchaser Party, to take any action with respect to the Proceeds
Account Pledge Agreement or any collateral thereunder that may be necessary to
perfect and maintain perfected the Proceeds Collateral Agent's Liens upon such
collateral.


                    Qualcomm/Ericsson Note Purchase Agreement
                                       43



<PAGE>   49










Without limiting or limitation of the foregoing, the Proceeds Collateral Agent
shall promptly take any actions as are reasonably required to enable the Company
to effectuate the provisions of Section 4.10(c)(ii) of the Common Terms
Agreement, including reviewing as to form and substance any proposed amendment
to the Proceeds Account Pledge Agreement prepared pursuant thereto and
consenting to and executing any such amendment in such manner as may be
necessary to permit such amendment to be filed, recorded or registered with any
Governmental Authority.

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

              (g) Except as otherwise provided in the Pari Passu Financing
Documents, the Collateral Agent, in its discretion, may act in any manner it may
deem appropriate in respect of the Collateral, and except as otherwise provided
in the Note Documents, the Proceeds Collateral Agent, in its discretion, may act
in any manner it may deem appropriate in respect of the collateral under the
Proceeds Account Pledge Agreement. Neither the Administrative Agent, the
Proceeds Collateral Agent nor the Collateral Agent shall have any duty or
liability whatsoever with respect thereto to any other Purchaser Party.

         SECTION 7.9 PAYMENTS; AVAILABILITY OF FUNDS; CERTAIN NOTICES.

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

              (b) Unless (i) the Administrative Agent shall have been notified
by a Purchaser Party prior to the Issuance Date of any Note or (ii) the
Administrative Agent shall have been notified by the Company prior to the date
on which the Company is required to make any payment hereunder (including, in
the case of the Company, any payment in satisfaction of its indemnification
obligations hereunder or under the Common Terms Agreement) that such Purchaser
Party or the Company, as the case may be (the "Obligated Party"), does not
intend to make available to the Administrative Agent the Obligated Party's
purchase price for such Note or such payment, the Administrative Agent may
assume that the Obligated Party will make such amount available to the
Administrative Agent on such date and the Administrative Agent may, in reliance
upon such assumption (but shall not be required to), make available to the
Company (in

                    Qualcomm/Ericsson Note Purchase Agreement
                                       44

<PAGE>   50
the case of an Issuance) or the Purchaser Parties (in the case of a payment or
repurchase by the Company or a Designated Repurchaser) a corresponding amount.
If such corresponding amount is not in fact made available to the Administrative
Agent by the Obligated Party, the Administrative Agent shall be entitled to
recover such amount on demand from the Obligated Party (or, in the case of an
Issuance, if the Purchaser Party that is the Obligated Party fails to pay such
amount forthwith upon such demand, from the Company). Such amount shall be
payable together with interest thereon from the day on which such corresponding
amount was made available by the Administrative Agent to the Purchaser Party or
the Company, as applicable, to the date of payment by the Obligated Party (or
the Company pursuant to the parenthetical clause of the preceding sentence), at
a rate of interest equal to (A) in the case of any payment by any other
Purchaser Party, the Federal Funds Rate, and (B) in the case of any payment by
the Company, the interest rate applicable to the Note.

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

         SECTION 7.10 OBLIGATIONS OF PURCHASER PARTIES SEVERAL; RIGHT TO
INITIATE JUDICIAL PROCEEDINGS.

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

                  (b) Subject to the provisions of Section 9.3 of the Common
Terms Agreement, the Collateral Agent has the right and power to institute and
maintain such suits and proceedings as it may deem appropriate to protect and
enforce the rights vested in it by the Common Terms Agreement and the Pari Passu
Collateral Documents and may, either after entry or without entry, proceed by
suit or suits at law or in equity to enforce such rights and to foreclose upon
Common Collateral and to sell all or, from time to time, any of the Common
Collateral as permitted by the Pari Passu Collateral Documents; provided,
however, that the Collateral Agent shall not be required to exercise any
discretionary power granted to the Collateral Agent in the Common Terms
Agreement or the Pari Passu Collateral Documents.

                  (c) Subject to the provisions of Section 7.8(b), the Proceeds
Collateral Agent has the right and power to institute and maintain such suits
and proceedings as it may deem


                    Qualcomm/Ericsson Note Purchase Agreement
                                       45

<PAGE>   51

appropriate to protect and enforce the rights vested in it by this Agreement and
the Proceeds Account Pledge Agreements and may, either after entry or without
entry, proceed by suit or suits at law or in equity to enforce such rights and
to foreclose upon the collateral under the Proceeds Account Pledge Agreement and
to sell all or, from time to time, any of the collateral under the Proceeds
Account Pledge Agreement as permitted thereby; provided, however, that the
Proceeds Collateral Agent shall not be required to exercise any discretionary
power granted to the Administrative Agent herein or in the Proceeds Account
Pledge Agreements.

                  (d) Subject to the provisions of Section 8.3, the
Administrative Agent has the right and power to institute and maintain such
suits and proceedings as it may deem appropriate to protect and enforce the
rights vested in it by this Agreement and the other Note Documents and may,
either after entry or without entry, proceed by suit or suits at law or in
equity to enforce such rights.

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

         SECTION 7.12 GLOBAL NOTE.

                  (a) Subject to Section 7.12(b), at the option of the Required
Purchasers, each Issuance of the Notes shall initially be represented by one or
more Notes in registered, global form without interest coupons (a "Global
Note"). Each Global Note shall be deposited upon issuance with the
Administrative Agent as custodian for the Purchasers and registered in the name
of the Administrative Agent, in each case for credit to an account of and as the
designee of a Purchaser.

                  (b) Notwithstanding Section 7.12(a), upon the occurrence and
during the continuance of any Event of Default, each Global Note shall be
exchanged by the Company upon the request of any Purchaser for Notes to be held
by such Purchasers in the respective principal amount of such Purchaser's pro
rata portion of such Global Note.

                  (c) If any Global Note is to be exchanged for other Notes or
canceled in whole, it shall be surrendered by or on behalf of the Administrative
Agent for exchange or cancellation as provided in this Section 7.12. If any
Global Note is to be exchanged for other Notes or canceled in part, or if
another Note is to be exchanged in whole or in part for a beneficial interest in
any Global Note, then either (i) such Global Note shall be so surrendered for
exchange or cancellation as provided in this Section 7.12 or (ii) the principal
amount thereof shall be reduced or increased by an amount equal to the portion
thereof to be so exchanged or canceled, or equal to the principal amount of such
other Note to be exchanged for a beneficial


                    Qualcomm/Ericsson Note Purchase Agreement
                                       46

<PAGE>   52

interest therein, as the case may be, by means of an appropriate adjustment made
in the Register (as defined below). Upon any such surrender or adjustment of a
Global Note, the Company shall deliver any Notes issuable in exchange for such
Global Note (or any portion thereof) to or upon the order of, and registered in
such names as may be directed by, the Administrative Agent.

                  (d) Every Note delivered upon registration of transfer of, or
in exchange for or in lieu of, a Global Note or any portion thereof, whether
pursuant to this Section 7.12 or otherwise, shall be delivered in the form of,
and shall be, a Global Note, unless such Note is registered in the name of a
Person other than the Administrative Agent.

                  (e) Nothing in this Section 7.12, or in the form of any Global
Note, shall vitiate the several nature of the agreements to purchase and
obligations of the Purchasers set forth in Article II.

         SECTION 7.13 COMMON TERMS AGREEMENT: PAYING AGENCY AGREEMENT.

                  (a) Each Purchaser Party (in its capacity as a Purchaser
Party) hereby approves the form of the Common Terms Agreement and the other Note
Documents attached as exhibits to the Common Terms Agreement and hereby
authorizes each of the Administrative Agent and the Collateral Agent on its
behalf to accept from the Company and execute and deliver as Administrative
Agent or Collateral Agent, as applicable, and on behalf of the Purchasers, the
Common Terms Agreement and other Note Documents in substantially the form of
such exhibits, with such changes, additions or deletions as the Administrative
Agent and Collateral Agent, in their reasonable discretion, may approve as
reasonably necessary or appropriate, such approval to be conclusively evidenced
by the Administrative Agent's and Collateral Agent's acceptance or execution
thereof. Without limitation, each Purchaser (in its capacity as a Purchaser)
agrees to be bound by the Common Terms Agreement, any amendment thereto adopted
in accordance with the terms thereof and by any notices that the Administrative
Agent may deliver thereunder on the Purchasers' behalf. Each Purchaser Party (in
its capacity as a Purchaser Party) also authorizes the Administrative Agent, the
Proceeds Collateral Agent and the Collateral Agent to accept, or execute and
deliver, such additional documents (including financing statements, opinions,
certificates and other documents in form and substance satisfactory to the
Administrative Agent, the Proceeds Collateral Agent and the Collateral Agent, in
their discretion) in connection with the closing pursuant to Section 3.1 hereof
or Section 2.1 of the Common Terms Agreement, upon any Issuance Date pursuant to
Section 3.2 hereof or Section 2.2 of the Common Terms Agreement, or any
subsequent closing for the pledge of any additional Collateral or any additional
Guaranties as the Administrative Agent, the Proceeds Collateral Agent or the
Collateral Agent, in its respective reasonable discretion, may approve, such
approval to be conclusively evidenced by the Administrative Agent's, the
Proceeds Collateral Agent's or Collateral Agent's acceptance or execution
thereof.

                  (b) Each Purchaser Party (in its capacity as a Purchaser
Party) hereby approves the form of the Paying Agency Agreement and hereby
authorizes the Administrative Agent on its behalf to accept from the Company and
execute and deliver as Administrative Agent


                    Qualcomm/Ericsson Note Purchase Agreement
                                       47
<PAGE>   53

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


                                  ARTICLE VIII

                                 MISCELLANEOUS

         SECTION 8.1 EXPENSES. The Company shall pay promptly after demand:

                  (a) any and all reasonable out-of-pocket expenses incurred by
         Qualcomm, ABN AMRO or Ericsson through the Closing Date associated with
         the performance of any due diligence review and the preparation,
         negotiation, execution and delivery of the Note Documents, including
         the reasonable fees, disbursements and other charges of one firm of
         Ericsson's outside counsel in each of the United States of America and
         Brazil, in each case whether or not the Closing Date occurs; provided
         that (i) the aggregate amount payable under this clause (a) through the
         Closing Date, excluding legal fees and disbursements, will not exceed
         $50,000, and (ii) this clause (a) shall not be applicable in respect of
         any expenses incurred by Ericsson or Qualcomm at any time after the
         [***] has occurred with respect to such party;

                  (b) any and all out of pocket expenses of the Administrative
         Agent, Qualcomm and Ericsson with respect to Syndication of this
         Agreement and the facilities hereunder, including printing, legal and
         travel expenses (but not including any fees or other charges of legal
         counsel to the Administrative Agent incurred at any time prior to the
         Closing Date);

                  (c) any and all reasonable out-of-pocket expenses incurred by
         the Administrative Agent, Proceeds Collateral Agent, Ericsson or
         Qualcomm after the Closing Date associated with the administration of
         the Note Documents and any waiver or amendment of the Note Documents
         (including the execution and delivery of additional Collateral
         Documents as required by the Common Terms Agreement), including the
         reasonable fees, disbursements and other charges of one firm of
         Ericsson's (or the Administrative Agent's, as the case may be) outside
         counsel in each the United States of America and Brazil; and

                  (d) any and all costs and expenses (including fees and
         disbursements of in-house and other attorneys, appraisers, consultants
         and other experts) incurred by the

[*] 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.

                   Qualcomm/Ericsson Note Purchase Agreement
                                       48

<PAGE>   54

         Purchaser Parties, after an actual or alleged Default or an Event of
         Default, in any workout, restructuring or similar arrangements, or in
         connection with the protection, preservation, exercise or enforcement
         of any of the terms of the Note Documents, or in connection with any
         foreclosure, collection or bankruptcy proceedings.

Notwithstanding the foregoing, to the extent the Company shall have been billed
on or before the Closing Date for any amounts under paragraph (a) and (b) above,
and such expenses are denominated in a currency other than in Reais, the Company
shall pay such expenses within 90 days after the Closing Date.

         SECTION 8.2 INDEMNITY. Ericsson and the Purchaser Parties under this
Agreement shall be indemnified to the extent of and subject to the terms and
conditions set forth in Section 10.2 of the Common Terms Agreement. Section 10.2
of the Common Terms Agreement is hereby incorporated herein by reference,
provided that all references therein to "this Agreement" shall be read as being
to this Agreement and all references therein to the "Pari Passu Creditor
Parties" shall be read as being to Ericsson and the Purchaser Parties under this
Agreement.

         SECTION 8.3 WAIVERS: AMENDMENTS IN WRITING.

                  (a) No amendment of any provision of this Agreement, of the
Notes or any other Note Document or of the Paying Agency Agreement (including,
in each case, a waiver thereof or consent relating thereto) shall be effective
unless the same shall be in writing and signed or consented to by the
Administrative Agent, Ericsson and Qualcomm (unless the [***] shall have
occurred with respect to such party), the Required Purchasers, the Company, each
Guarantor and, to the extent required by Article 9 of the Common Terms
Agreement, the Specified Pari Passu Creditors. Notwithstanding the foregoing:

                           (i) No amendment that has the effect of (A) reducing
         the rate or amount, or extending the stated maturity or due date, of
         any amount payable by any Company Party or any Designated Repurchaser
         to any Purchaser Party under the Note Documents (including the amount
         payable pursuant to any Mandatory Repurchase or Mandatory Partial
         Repurchase or in satisfaction of any indemnification obligation arising
         under Section 2.8(b)), (B) increasing the amount, or extending the
         stated termination or reduction date, of any Commitment of any
         Purchaser, or subjecting any Purchaser Party to any additional
         obligation to extend credit, (C) permitting the creation of any Lien
         ranking prior to or on a parity with the Lien of any Collateral
         Document (other than a "Pari Passu Lien" securing "Other Pari Passu
         Debt," each as defined on the date hereof in the Common Terms
         Agreement), subordinating the Lien of any Collateral Document or
         releasing any part of the Collateral (except as permitted under the
         Note Documents on the date hereof) or depriving any Purchaser Party of
         the security afforded by the Lien of any Collateral Document, (D) [***]
         (except as permitted under the Note Documents), (E) amending or waiving
         Section 4.8(b), 4.9 or 5.12 of the Common Terms Agreement in a manner
         adverse to the interests of the Purchaser Parties, (F) changing Section
         2.9 hereof,

[*] 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.

                   Qualcomm/Ericsson Note Purchase Agreement
                                       49

<PAGE>   55

         this Section 8.3 or the definition of the terms "Initial Repurchase
         Date", "Required Purchasers" or "Specified Pari Passu Creditors," (G)
         amending or waiving any material provision of the Paying Agency
         Agreement in any respect, including any modification in any provisions
         regarding the time or method of payment thereunder, the availability of
         remedies to the Purchaser Parties thereunder or the ability of the
         Paying Agent to assign (including by operation of law) its obligations
         thereunder or (H) consenting to the assignment by the Paying Agent
         (including by operation of law) of its obligations under the Paying
         Agency Agreement or to the selection by the Company of a successor
         Paying Agent in accordance with the terms of the Paying Agency
         Agreement shall be effective unless the same shall be signed by or on
         behalf of all of the Purchasers or, in the case of any amendment
         referred to in clause (A) or (B) all of the Purchasers directly
         affected thereby;

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

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

                           (iv) No amendment of Section 2.2, Section 2.5,
         Section 8.6 or this Section 8.3(a) shall be effective unless the same
         shall be signed and consented to by Qualcomm and Ericsson; and

                           (v) All amendments to the Proceeds Account Pledge
         Agreement as are required by Section 4.10 of the Common Terms Agreement
         and all amendments to the Proceeds Account Pledge Agreement for the
         purpose of removing and naming a successor to any Person designated as
         the depositary thereunder shall be in form and substance satisfactory
         to the Proceeds Collateral Agent, shall be consistent with the
         provisions of such Section 4.10 of the Common Terms Agreement and shall
         not require the consent of any Person other than (I) the Proceeds
         Collateral Agent, (II) the Company and (III) the Person designated as
         the depositary and, if applicable, the successor to such Person.

                  (b) Any waiver or consent shall be effective only in the
specific instance and for the specific purpose for which given. No notice to or
demand on the Company in any case shall entitle the Company to any other or
further notice or demand in similar or other


                    Qualcomm/Ericsson Note Purchase Agreement
                                       50

<PAGE>   56

circumstances. Any amendment effected in accordance with this Section 8.3 shall
be binding upon each present and future Purchaser Party and the Company.

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

         SECTION 8.5 NOTICES, ETC. All notices and other communications under
this Agreement shall be in writing and (except for financial statements, other
related informational documents and routine communications, which may be sent by
first-class mail, postage prepaid) shall be personally delivered or sent by
prepaid courier, by overnight, registered or certified mail (postage prepaid),
or by facsimile, and shall be deemed given when received by the intended
recipient thereof. Unless otherwise specified in a notice sent or delivered in
accordance with this Section 8.5, all notices and other communications shall be
given to the parties hereto at their respective addresses (or to their
respective facsimile numbers) indicated in Schedule 1.1(b) (in the case of the
Purchaser Parties) or Schedule 10.4 of the Common Terms Agreement (in the case
of the Company).

         SECTION 8.6 SUCCESSORS AND ASSIGNS; ETC.

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

                  (b) Upon the earlier of January 1, 2000 or the Commercial
Launch Date (or, in the case of any [***], at any time), each Purchaser shall
have the right at any time to assign (an "Assignment") all or any portion of
such Purchaser's unfunded Commitments or Notes (or both) to one or more Eligible
Assignees; provided, however, that (i) unless otherwise agreed by the
Administrative Agent, each Assignment shall be of a constant, and not a varying,
percentage of all of the assigning Purchaser's rights and obligations with
respect to each of the assigned Commitments of such Purchaser and related rights
and obligations under this Agreement and the other Note Documents (it being
understood that a Purchaser may separately assign all or any portion of each of
its Commitments or its Notes, or both); (ii) unless a Default or Event of
Default then exists, no Assignment shall be to a Person that is a provider of
telecommunications services in Brazil or an Affiliate of such provider; (iii)
the parties to the Assignment shall execute and deliver to the Administrative
Agent either (x) an assignment and acceptance substantially in the form of
Exhibit G-1 (a "Non-Recourse Assignment and Acceptance") pursuant to which such
Assignment will not carry with it any rights under any [***] that applied to
Notes or Commitment assigned or (y) an assignment

[*] 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.

                   Qualcomm/Ericsson Note Purchase Agreement
                                       51

<PAGE>   57


and acceptance substantially in the form of Exhibit G-2 (or, if there is no such
Exhibit on the date hereof, acceptable in form and substance to the Company and
the Purchasers) (a "Recourse Assignment and Acceptance"); (iv) the assignee
shall pay to the Administrative Agent a processing and recordation fee of
$3,500; (v) no Assignment shall be effective for any purpose unless and until
the Administrative Agent accepts such Assignment and makes an appropriate entry
thereof in the Register; (vi) each Assignment by ABN AMRO prior to the [***]
shall (A) require the consent of Ericsson (which shall not be unreasonably
withheld) and (B) if the Assignment is pursuant to a Recourse Assignment and
Acceptance, carry with it the rights [***] that applied to the Notes or
Commitment assigned, provided the assignee agrees in the Recourse Assignment and
Acceptance to be bound by the terms and conditions of [***] and (vii) each
assignment of a Note hereunder shall be deemed to be an assignment of such Note
and the Commitment corresponding to such Note. Upon satisfaction of the
conditions in clauses (i) through (iv) and (vi) of the proviso to the
immediately preceding sentence with respect to any proposed Assignment, the
Administrative Agent shall accept the Assignment, make appropriate entries
thereof in the Register and send notice thereof to the Company and all Purchaser
Parties. The Administrative Agent shall note in the Register, and notify
Ericsson and Qualcomm (provided that the [***] with respect thereto has not yet
occurred), whether such Assignment is intended to be a [***] and, if so, whether
the conditions in clause (vi) were satisfied in respect of such Assignment. From
and after the date on which the conditions in the foregoing clauses (i) through
(vi) and the Assignment and Acceptance have been satisfied, the assignee shall
be a "Purchaser" hereunder and, to the extent that rights and obligations
hereunder have been assigned to it, shall have the rights and obligations of the
assigning Purchaser hereunder, and the assigning Purchaser shall, to the extent
that rights and obligations hereunder have been assigned by it, relinquish its
rights and be released from its obligations under this Agreement (and, in the
case of an Assignment covering all or the remaining portion of the assigning
Purchaser's rights and obligations under this Agreement, cease to be a party
hereto); provided that all rights of the assigning Purchaser under Section 8.2
(and any indemnification provisions contained in the other Note Documents) shall
survive any Assignment of all other rights and obligations of such Purchaser.

                  (c) The Administrative Agent, which for purposes of this
Section 8.6(c) only shall be deemed to act as agent of the Company, shall
maintain at the Administrative Agent's Office a copy of each Assignment and
Acceptance delivered to it and a register (the "Register") for the recordation
of the names of the Purchaser Parties and their respective Commitments and the
principal amounts of their respective Notes. The entries in the Register shall
be conclusive as against the Company and each Purchaser Party, in the absence
of manifest error, notwithstanding notice to the contrary. The Register shall
be available for inspection by the Company or any Purchaser Party at any
reasonable time and from time to time upon reasonable prior notice. Prior to
the due presentment for registration of transfer of any Note, the Company and
the Administrative Agent shall treat the Person in whose name such Note is
registered (or, if any Note is a Global Note, by whom a beneficial interest in
any such Note is held) as the owner of

[*] 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.


                    Qualcomm/Ericsson Note Purchase Agreement
                                       52


<PAGE>   58


such Note and all Notes evidenced thereby for the purpose of receiving all
payments thereon and for all other purposes, notwithstanding any notice to the
contrary.

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

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

                  (f) Following the occurrence of [***], all Notes held by and
Commitments of any [***] shall, at the election of such [***], be re-assigned to
Ericsson on the terms and conditions set forth [***]

[*] 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.


                    Qualcomm/Ericsson Note Purchase Agreement
                                       53



<PAGE>   59


[***] and this Section 8.6 (in which case such [***] shall cease to be a
Purchaser hereunder). Whether or not such Assignment has occurred, however,
unless [***] has occurred, upon the occurrence of [***], (i) the Commitment of
each [***] shall be automatically reduced to an amount equal to such Purchaser's
Commitment Usage (and each such [***] shall be automatically released from that
portion of such [***] Commitment in excess of its then Commitment Usage), and
(ii) Ericsson shall assume, without any further condition or action on the part
of Ericsson or any other Person, that portion of the Commitments from which such
[***] were released pursuant to clause (i) of this paragraph (f). Following such
reduction, release and assumption, the [***] shall continue to be "Purchasers"
under this Agreement, until the Assignment contemplated by the first sentence of
this Section 8.6(f) has become effective, and Ericsson shall have a Commitment,
hold Notes or have an increased Commitment hereunder, as the case may be. It is
expressly agreed that the foregoing reduction, release and assumption shall
occur simultaneously so that, if the [***] are not obligated to purchase Notes
on any Issuance Date, Ericsson shall instead be obligated to purchase such
Notes, to the extent of the Commitments assumed by it pursuant to this
provision, and subject to the other terms and conditions set forth herein and
the other Note Documents.

          SECTION 8.7 CONFIDENTIALITY.

                  (a) Each Purchaser Party will maintain any confidential
information that it may receive from the Company or any of its Subsidiaries
pursuant to this Agreement confidential and shall not disclose such information
to third parties without the prior consent of the Company, except for
disclosure: (i) to legal counsel, accountants and other professional advisors
to the Purchaser Party on a "need-to-know basis" who have agreed to be subject
to this Section 8.7; (ii) to regulatory officials having jurisdiction over the
Purchaser Party; (iii) required by Applicable Law or in connection with any
legal proceeding; (iv) to any other Purchaser Party or to any Affiliate of any
Purchaser Party; (v) to another Person in connection with a potential
Assignment, Participation (or an assignment by Ericsson or Qualcomm of Exchange
Debt) or a Purchaser Party's off-balance sheet or securitization transaction in
the ordinary course of its business, provided that such Person shall have
agreed in writing to be subject to this Section 8.7; (vi) to prospective
purchasers of Collateral after an Event of Default; and (vii) of information
that has been previously disclosed publicly without breach of this provision.

                  (b) The Company shall maintain this Agreement and the other
Note Documents confidential and shall not disclose them to third parties,
except for disclosure: (i) to legal counsel, accountants and other professional
advisors to the Company who have agreed to be subject to this Section 8.7; (ii)
to regulatory officials having jurisdiction over the Company; (iii) required by
Applicable Law or in connection with any legal proceeding; (iv) to the
Purchaser Parties; (v) at the request of any Purchaser Party, to another Person
in connection with a potential Assignment or Participation (or an assignment of
Exchange Debt); and (vi) of information that has been previously disclosed
publicly without breach of this provision.

[*] 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.


                   Qualcomm/Ericsson Note Purchase Agreement
                                       54


<PAGE>   60



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

          SECTION 8.9 CHOICE OF FORUM.

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

                   (b) The Company hereby irrevocably appoints CT Corporation
Systems (the "Process Agent," which has consented thereto) with offices on the
date hereof at 111 Eighth Avenue, New York, New York 10011, as Process Agent to
receive for and on behalf of the Company service of process in the County of New
York relating to this Agreement and any other Note Document not governed by the
laws of Brazil. SERVICE OF PROCESS IN ANY ACTION OR PROCEEDING AGAINST THE
COMPANY MAY BE MADE ON THE PROCESS AGENT BY REGISTERED OR CERTIFIED MAIL, RETURN
RECEIPT REQUESTED, OR BY ANY OTHER METHOD OF SERVICE PROVIDED FOR UNDER
APPLICABLE LAWS IN EFFECT IN THE STATE OF NEW YORK, AND THE PROCESS AGENT IS
HEREBY AUTHORIZED AND DIRECTED TO ACCEPT SUCH SERVICE FOR AND ON BEHALF OF THE
COMPANY AND TO ADMIT SERVICE WITH RESPECT THERETO. SUCH SERVICE UPON THE PROCESS
AGENT SHALL BE DEEMED EFFECTIVE PERSONAL SERVICE ON THE COMPANY, SUFFICIENT FOR
PERSONAL JURISDICTION, AND SHALL BE LEGAL AND BINDING UPON THE COMPANY FOR ALL
PURPOSES, NOTWITHSTANDING ANY FAILURE OF THE PROCESS AGENT TO MAIL COPIES OF
SUCH LEGAL PROCESS TO THE COMPANY, OR ANY FAILURE ON THE PART OF THE COMPANY TO
RECEIVE THE SAME. The Company confirms that it has instructed the Process Agent
to mail to the Company, upon service of process being made on the Process Agent
pursuant to this Section, a copy of the summons and complaint or other legal
process served upon it, by registered mail, return receipt requested, at the
Company's address set forth in Schedule 10.4 of the Common Terms Agreement, or
to such other address as the Company may notify the Process Agent in writing.
The Company agrees that it will at all times maintain a Process Agent to receive
service of process in the County of New York on its behalf with respect to this
Agreement. If for any reason the Process Agent or any successor thereto shall no
longer serve as such Process Agent or


                   Qualcomm/Ericsson Note Purchase Agreement
                                       55


<PAGE>   61


shall have changed its address without notification thereof to the Purchaser
Parties, the Company, immediately after gaining knowledge thereof, irrevocably
shall appoint a substitute Process Agent acceptable to the Administrative Agent
in the County of New York and advise the Administrative Agent thereof.

                  (c) NOTHING CONTAINED IN THIS SECTION SHALL PRECLUDE ERICSSON
OR THE PURCHASER PARTIES FROM BRINGING ANY ACTION OR PROCEEDING ARISING OUT OF
OR RELATING TO THIS AGREEMENT IN THE COURTS OF ANY PLACE WHERE THE COMPANY OR
ANY OF ITS ASSETS MAY BE FOUND OR LOCATED.

          SECTION 8.10 CURRENCY EQUIVALENTS; JUDGMENT CURRENCY.

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

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

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

                   Qualcomm/Ericsson Note Purchase Agreement
                                       56
<PAGE>   62


         SECTION 8.12 NATURE OF VESPER CAYMAN SPV'S OBLIGATIONS. Notwithstanding
anything herein or in any of the Note Documents to the contrary, (a) the Company
shall have no direct or contingent obligations (including by reason of Section
2.12(b) or 8.2 hereof) in respect of Vesper Cayman SPV's obligations under the
Purchasers' Fee Letter and (b) Vesper Cayman SPV shall not be deemed to be a
Company Party for purposes of, and the obligations of Vesper Cayman SPV under
the Purchasers' Fee Letter shall not constitute Obligations to the Purchaser
Parties that are secured by the collateral under, the Proceeds Account Pledge
Agreement.

         SECTION 8.13 HEADINGS. The Article and Section headings used in this
Agreement are for convenience of reference only and shall not affect the
construction hereof.

         SECTION 8.14 SEVERABILITY. If any provision of this Agreement shall be
held to be invalid, illegal or unenforceable under Applicable Law in any
jurisdiction, such provision shall be ineffective only to the extent of such
invalidity, illegality or unenforceability, which shall not affect any other
provisions hereof or the validity, legality or enforceability of such provision
in any other jurisdiction.

         SECTION 8.15 SURVIVAL OF AGREEMENTS, REPRESENTATIONS AND WARRANTIES.
All agreements, representations and warranties made herein shall survive the
execution and delivery of this Agreement, the closing and the Issuances of Notes
hereunder and shall continue as valid and enforceable agreements, and
representations and warranties (when made hereunder) until payment and
performance of any and all Obligations. Any investigation at any time made by or
on behalf of the Purchaser Parties shall not diminish the right of the Purchaser
Parties to rely thereon. Without limitation, the agreements and obligations of
the Company contained in Sections 2.11, 2.12, 2.13, 2.14, 8.1 and 8.2, and the
obligations of the Purchasers under Section 7.5 shall survive the payment in
full of all other Obligations.

         SECTION 8.16 EXECUTION IN COUNTERPARTS.

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

                  (b) This Agreement shall be effective immediately upon its
execution by all parties hereto, provided that, on the Closing Date, each party
hereto shall deliver originally executed signature pages that, if executed in
Brazil, have been witnessed by two witnesses or, if executed outside of Brazil,
have been notarized by a notary public licensed as such under the laws of the
place of signing.

         SECTION 8.17 COMPLETE AGREEMENT; THIRD-PARTY BENEFICIARIES. This
Agreement, together with the other Note Documents, is intended by the parties as
the final expression of their


                    Qualcomm/Ericsson Note Purchase Agreement
                                       57
<PAGE>   63


agreement regarding the subject matter hereof and as a complete and exclusive
statement of the terms and conditions of such agreement. There are no
third-party beneficiaries of this Agreement, except that the Collateral Agent
and the Proceeds Collateral Agent are expressly intended to be a third-party
beneficiary of this Agreement.

         SECTION 8.18 NO FIDUCIARY DUTIES OR PARTNERSHIP; LIMITATION OF
LIABILITY; ETC.

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

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

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

         SECTION 8.19 SECURITIES LAWS MATTERS.

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

                  (b) CERTAIN REPRESENTATIONS AND COVENANTS. Each Purchaser, by
execution and delivery hereof or of an Assignment and Acceptance, shall be
deemed to make to the Company, as of the Closing Date or upon the effectiveness
of such Assignment and Acceptance, as the case may be, and as of each Issuance
Date thereon or thereafter, (without regard to whether



                    Qualcomm/Ericsson Note Purchase Agreement
                                       58
<PAGE>   64

the Notes are "securities for purposes of the Securities Act), the following
representations, warranties and covenants:

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

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

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

                           (iv) Any offer of Assignment or Assignment by such
         Purchaser not made pursuant to an effective registration statement
         shall only be made (A) to Persons whom the Purchaser reasonably
         believes to be "qualified institutional buyers" as such term is defined
         in Rule 144A promulgated under the Securities Act, (B) to non-U.S.
         Persons outside of the United States (which shall include dealers or
         other professional fiduciaries in the United States acting on a
         discretionary basis for beneficial owners (other than an estate or
         trust) that are non-U.S. Persons) to whom the Purchaser reasonably
         believes offers of Assignment or Assignment of the Notes may be made in
         reliance upon Regulation S promulgated under the Securities Act and
         applicable securities legislation of the relevant jurisdiction or (C)
         to other "accredited investors" within the meaning of Regulation D
         promulgated under the Securities Act. Such Purchaser will take
         reasonable steps to inform, and cause each of its Affiliates to take
         reasonable steps to inform, Persons acquiring Notes from such Purchaser
         or one of its



                    Qualcomm/Ericsson Note Purchase Agreement
                                       59
<PAGE>   65

         Affiliates, as the case may be, in the United States (the "Subsequent
         Purchasers") that the Notes (x) have not been and will not be
         registered under the Securities Act, (y) are being sold to such
         Subsequent Purchasers without registration under the Securities Act in
         reliance on Rule 144A or Regulation S promulgated thereunder or in
         accordance with another exemption from registration under the
         Securities Act, as the case may be, and (z) may not be offered, sold or
         otherwise transferred except in compliance with the Securities Act.

         SECTION 8.20 WAIVER OF IMMUNITY. To the extent that the Company has or
hereafter may be entitled to claim or may acquire, for itself or any of its
assets, any immunity from suit, jurisdiction of any court or from any legal
process (whether through service of notice, attachment prior to judgment,
attachment in aid of execution, or otherwise) with respect to itself or its
property, it hereby irrevocably waives such immunity in respect of its
obligations hereunder and under the other Note Documents to the extent permitted
by Applicable Law and without limiting the generality of the foregoing, agrees
that the waivers set forth in this Section shall be effective to the fullest
extent now or hereafter permitted under the Foreign Sovereign Immunities Act of
1976 of the United States of America and are intended to be irrevocable for
purposes of such Act.

         SECTION 8.21 ENGLISH LANGUAGE. Any translation of this Agreement or any
Note or other Note Document into another language shall have no interpretive
effect. All documents or notices to be delivered pursuant to or in connection
with this Agreement and the Note Documents shall be in the English language, or,
if any such document or notice is not in the English language, accompanied by an
English translation thereof, and the English language version of any such
document or notice shall control for purposes hereof.

                        {Space intentionally left blank.}



                    Qualcomm/Ericsson Note Purchase Agreement
                                       60
<PAGE>   66

         SECTION 8.22 WAIVER OF TRIAL BY JURY. THE COMPANY AND THE PURCHASER
PARTIES WAIVE THE RIGHT TO A TRIAL BY JURY IN ANY ACTION UNDER THIS AGREEMENT OR
ANY ACTION ARISING OUT OF THE TRANSACTIONS CONTEMPLATED HEREBY, REGARDLESS OF
WHICH PARTY INITIATES SUCH ACTION OR ACTIONS.

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

                                        Company:

                                        VESPER S.A., a sociedade anonima


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


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



                                        ---------------------------------------
                                        Witness



                                        ---------------------------------------
                                        Witness

                    Qualcomm/Ericsson Note Purchase Agreement
<PAGE>   67


                                        Administrative Agent:

                                        ABN AMRO BANK N.V., as Administrative
                                        Agent


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


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



                                        Purchasers:

                                        ABN AMRO BANK N.V., as initial Purchaser


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


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


                                        QUALCOMM INCORPORATED, as initial
                                        Purchaser


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


                    Qualcomm/Ericsson Note Purchase Agreement
<PAGE>   68


                                        Ericsson:

                                        TELEFONAKTIEBOLAGET LM ERICSSON
                                        (PUBL.), individually


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


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


                    Qualcomm/Ericsson Note Purchase Agreement
<PAGE>   69

                                                                 SCHEDULE 1.1(a)

                                  COMMITMENTS


<TABLE>
<CAPTION>
========================================================================================
          PURCHASER                    COMMITMENT            INITIAL ISSUANCE COMMITMENT
----------------------------------------------------------------------------------------
<S>                                 <C>                      <C>
ABN Amro Bank N.V                   $    38,250,000               $    38,250,000
----------------------------------------------------------------------------------------
Qualcomm Incorporated               $   114,750,000               $   114,750,000
----------------------------------------------------------------------------------------

----------------------------------------------------------------------------------------
                 TOTAL              $153,000,000.00               $153,000,000.00
========================================================================================
</TABLE>


                    Qualcomm/Ericsson Note Purchase Agreement
<PAGE>   70

                                                                 SCHEDULE 1.1(b)

                              PURCHASER INFORMATION

ADMINISTRATIVE AGENT'S OFFICE

ABN AMRO Bank N.V.
Agency Services
1325 Avenue of the Americas, 9th Floor
New York, New York 10128
Fax: 212-314-1712
Phone: 212-314-1724
Attention: Linda Boardman

ADMINISTRATIVE AGENT'S ACCOUNT (for funding of purchase price of Notes by the
Purchasers and for payments by the Paying Agent or any Company Party):

Account Name: [***]
Account No.: [***]
ABN AMRO Bank, NY
ABA No.: [***]
Ref: For Qualcomm/Ericsson NPA: Qualcomm/Ericsson-Vesper (Brazil)

PAYING AGENT'S OFFICE

Chase Trust Bank
Akasaka Park Building, 13th Floor
2-20 Akasaka 5-chome
Minato-ku, Tokyo 107 Japan
Fax: 001-212-946-8177/8178
Phone: (212) 946-3172
Attention: William Potes
Ref: Vesper S.A.

PAYING AGENT'S ACCOUNT (FOR FUNDING OF PAYMENTS BY THE COMPANY):

Account No. [***]
The Chase Manhattan Bank
ABA# [***]

PURCHASERS:

[*] 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.


                    Qualcomm/Ericsson Note Purchase Agreement
<PAGE>   71


<TABLE>
<CAPTION>
=====================================================================================================================
           PURCHASERS                   DOMESTIC PURCHASING OFFICE                   EURO-DOLLAR PURCHASING OFFICE
---------------------------------------------------------------------------------------------------------------------

<S>                                  <C>                                          <C>
ABN Amro Bank NV.                    Foreign Credit Services                      Foreign Credit Services
                                     PAC HQ 4132                                  PAC HQ 4132
                                     Gustav Mahlerlaan 10                         Gustav Mahlerlaan 10
                                     P.O. Box 283                                 P.O. Box 283
                                     1000 EA Amsterdam                            1000 EA Amsterdam
                                     The Netherlands                              The Netherlands
                                     Fax: 20-6-281-286                            Fax: 20-6-281-286
                                     Phone: 20-3-830-222                          Phone: 20-3-830-222
                                     Attention: Foreign Credit Services           Attention: Foreign Credit Services
---------------------------------------------------------------------------------------------------------------------

Qualcomm Incorporated                5775 Morehouse Drive                         5775 Morehouse Drive
                                     San Diego, CA 92121-1714                     San Diego, CA 92121-1714
                                     Fax: 858-658-4203                            Fax: 858-658-4203
                                     Phone: 858-651-9537                          Phone: 858-651-9537
                                     Attention: Director, Finance                 Attention: Director, Finance
=====================================================================================================================
</TABLE>

ERICSSON'S OFFICE:

Telefonaktiebolaget LM Ericsson
Telefonvagen 30
SE-126 25 Stockholm
Sweden
Fax: 011-468-719-0500
Phone: 011-468-719-0000
Attention: EFC/Credit Administration

ERICSSON'S ACCOUNT:

Account Holder: Ericsson Credit AB
Bank: Skandinaviska Enskilda Banken, Stockholm
Account Number: [***]
Reference: Vesper Brazil

[*] 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.


                    Qualcomm/Ericsson Note Purchase Agreement
<PAGE>   72
                                                                      EXHIBIT A

                                  FORM OF NOTE

THIS NOTE (THIS "NOTE") HAS NOT BEEN REGISTERED UNDER THE UNITED STATES OF
AMERICA SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE OFFERED, SOLD OR
OTHERWISE TRANSFERRED WITHOUT REGISTRATION UNDER SUCH ACT UNLESS AN EXEMPTION
FROM REGISTRATION IS AVAILABLE. IN ADDITION, THE PURCHASER REPRESENTS THAT IT
IS ACQUIRING THIS NOTE FOR INVESTMENT AND NOT WITH A VIEW TO ANY SALE OR
DISTRIBUTION HEREOF, SUBJECT TO ITS ABILITY TO RESELL THIS NOTE PURSUANT TO
RULE 144A OR REGULATION S OF THE UNITED STATES OF AMERICA SECURITIES ACT OF
1933, AS AMENDED, OR AS OTHERWISE PROVIDED BY LAW AND SUBJECT IN ANY CASE TO
ANY REQUIREMENT OF LAW THAT THE DISPOSITION OF THE PROPERTY OF ANY HOLDER SHALL
AT ALL TIMES BE AND REMAIN WITHIN ITS CONTROL.

THIS NOTE AND RELATED DOCUMENTATION MAY BE AMENDED OR SUPPLEMENTED FROM TIME TO
TIME TO MODIFY THE RESTRICTIONS ON AND PROCEDURES FOR RESALES AND OTHER
TRANSFERS OF THIS NOTE TO REFLECT ANY CHANGE IN APPLICABLE LAW OR REGULATION
(OR THE INTERPRETATION THEREOF) OR IN PRACTICES RELATED TO THE RESALE OR
TRANSFER OF RESTRICTED SECURITIES GENERALLY. BY THE ACCEPTANCE OF THIS NOTE,
THE PURCHASER HEREOF SHALL BE DEEMED TO HAVE AGREED TO ANY SUCH AMENDMENT OR
SUPPLEMENT.



$                                                               [PLACE AND DATE]
 --------------

FOR VALUE RECEIVED, the undersigned, Vesper S.A., a sociedade anonima organized
under the laws of Brazil (the "Company"), hereby unconditionally promises to
pay to the holder hereof from time to time or its registered assigns (the
"Holder"), as registered in the Register, pursuant to the Paying Agency
Agreement dated December 13, 1999 (the "Paying Agency Agreement") among the
Company, the Initial Facility Agents (as defined in the Common Terms
Agreement), the Collateral Agent, and the Paying Agent (as defined below), on
July 1, 2012, the principal amount of $____________. The Company further agrees
to pay interest on the unpaid principal amount hereof from time to time
outstanding as provided in Article 2 hereof.


                         Note (Qualcomm/Ericsson NPA)
                                       1
<PAGE>   73


                           ARTICLE 1. DEFINED TERMS.

         SECTION 1.1 DEFINED TERMS GENERALLY. Capitalized terms used but not
otherwise defined in this Note shall have the meanings assigned to them in the
Note Purchase Agreement (as defined below) (including terms defined therein by
reference to the Common Terms Agreement (as defined below)).

         SECTION 1.2 DEFINITIONS. The following terms with initial capital
letters have the following meanings:

                  "ADJUSTED EURO-DOLLAR RATE" means, with respect to any day
during any Interest Period, a rate per annum (rounded upwards, if necessary, to
the next higher 1/100 of 1%) equal to (i) the applicable London Interbank
Offered Rate for such Interest Period, divided by (ii) 1.00 minus the
Euro-Dollar Reserve Requirement for such day (expressed as a decimal).

                  "ADMINISTRATIVE AGENT" means ABN AMRO Bank N.V. ("ABN AMRO"),
as Administrative Agent for the Purchasers or any successor in such capacity.

                  "APPLICABLE MARGIN" means, at any time, with respect to
Euro-Dollar Rate Notes, 6% per annum and with respect to Base Rate Notes, 5%
per annum.

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

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

                  "BASE RATE NOTE" means a Note, or portion thereof, that bears
interest at a rate determined by reference to the Base Rate.

                  "COMMON TERMS AGREEMENT" means the Common Terms Agreement
dated as of December 13, 1999 (as amended from time to time), by and among (i)
the Company, (ii) Vesper Holding S.A., (iii) ABN AMRO and Harris Corporation,
as Initial Facility Agents, (iv) the Other Pari Passu Facility Agents that may
hereafter become parties thereto and (v) the Collateral Agent.


                         Note (Qualcomm/Ericsson NPA)
                                       2
<PAGE>   74


                  "COMPANY" is defined in the Preamble.

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

                  "EURO-DOLLAR RATE NOTE" means any Note, or portion thereof,
that bears interest at a rate determined by reference to an Adjusted
Euro-Dollar Rate (and as to which a single Interest Period is applicable).

                  "EVENT OF DEFAULT" means the occurrence of (i) any one or
more of the "Events of Default" described in Article 6 of the Common Terms
Agreement or (ii) any failure by the Company to comply with or observe any
agreement, covenant or obligation under Section 2.2 of the Note Purchase
Agreement.

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

                  "HOLDER" is defined in the Preamble.

                  "INTEREST PAYMENT DATE" means the last day of March, June,
September and December in each year, beginning March 31, 2000.

                  "INTEREST PERIOD" means, subject to the next sentence, with
respect to each Euro-Dollar Rate Note issued on any Issuance Date, the period
commencing on the date specified in the related Notice of Issuance or Notice of
Continuation/Conversion (or telephonic notice in lieu thereof) and ending one,
two, three or six months thereafter, as the Company may elect pursuant to
Section 2.1(c) or 2.3(c) of the Note Purchase Agreement as applicable.
Notwithstanding the foregoing: (a) if a Euro-Dollar Rate Note is continued, the
Interest Period applicable to such Euro-Dollar Rate Note shall commence on the
day on which the Interest Period applicable to such Euro-Dollar Rate Note ends;
(b) any Interest Period applicable to a Euro-Dollar Rate Note (i) that would
otherwise end on a day that is not a Euro-Dollar Business Day shall be extended
to the next succeeding Euro-Dollar Business Day, unless such succeeding
Euro-Dollar Business Day falls in another calendar month, in which case such
Interest Period shall end on the next preceding Euro-Dollar Business Day or
(ii) that begins on the last Euro-Dollar Business Day of a calendar month (or
on a day for which there is no numerically corresponding day in the calendar
month at the end of such Interest Period) shall end on the last Euro-Dollar
Business Day of the


                         Note (Qualcomm/Ericsson NPA)
                                       3
<PAGE>   75


calendar month; (c) no Interest Period for any Note shall end after the stated
maturity date of such Note and no Interest Period for any Note shall both
commence prior to and end after the Initial Repurchase Date; and (d) for any
Issuance subsequent (for purposes of this definition, a "Subsequent Issuance")
to the first Issuance (for purposes of this definition, a "Benchmark Issuance")
bearing an Interest Period of identical length, the initial Interest Period of
such Subsequent Issuance shall end on the last day of the Interest Period for
the Benchmark Issuance in effect on the date of such Subsequent Issuance.
Notwithstanding the foregoing, the first Interest Period may end on an
"Interest Payment Date," if the Company so elects in the first Notice of
Issuance.

                  "LONDON INTERBANK OFFERED RATE" means, with respect to any
Interest Period, the rate per annum calculated by the Administrative Agent as
the arithmetic mean (rounded upwards, if necessary, to the next higher 1/100th
of 1%) of the offered rates for deposits in Dollars with a term comparable to
such Interest Period that appears on the Telerate Page (as defined below) at
approximately 11:00 A.M., London time, on the second full Euro-Dollar Business
Day preceding the first day of such Interest Period; provided that if there
shall at any time no longer exist a Telerate Page, "London Interbank Offered
Rate" shall mean, with respect to each day during each Interest Period
pertaining to a Euro-Dollar Rate Note, the rate per annum equal to the average
of the rates at which the Reference Banks are offered Dollar deposits at or
about 10:00 A.M., New York City time, two Business Days prior to the beginning
of such Interest Period in the London interbank eurodollar market where the
eurodollar and foreign currency and exchange operations in respect of their
Euro-Dollar Rate Note purchases are then being conducted, for delivery on the
first day of such Interest Period, for the number of days comprised therein and
in an amount comparable to the principal amount of the Euro-Dollar Rate Notes
to be outstanding during such Interest Period. "Telerate Page" means the
display designated as Page 3750 on the Dow Jones & Company Telerate system (or
such other page as may replace such page on such system or any successor system
for the purpose of displaying the rates at which Dollar deposits are offered by
leading banks in the London interbank deposit market).

                  "MANDATORY PARTIAL REPURCHASE" is defined in Section
2.6(c)(i) of the Note Purchase Agreement.

                  "NOTICE OF CONTINUATION/CONVERSION" is defined in Section
2.3(b).

                  "NOTE DOCUMENTS" means, collectively, the Note Purchase
Agreement, the Common Terms Agreement, this and any other Note, the Guaranties,
the Collateral Documents, the Exchange Debt Agreement, the Capital Contribution
Agreement, the Fee Letters, the Subordination Agreements (other than any such
agreement relating to Subordinated Debt), all of the Interest Rate Hedge
Agreements between the Company, on the one hand, and one or more Swap Lenders,
on the other hand, in respect of the Obligations, and all amendments, exhibits
and schedules to any of the foregoing.


                         Note (Qualcomm/Ericsson NPA)
                                       4
<PAGE>   76

                  "NOTE PURCHASE AGREEMENT" means the Secured Note Purchase
Agreement, dated as of December 13, 1999 (as amended from time to time), by and
among (i) the Company, (ii) ABN AMRO and Qualcomm Incorporated, as initial
purchasers, (iii) the Administrative Agent and (iv) Telefonaktiebolaget LM
Ericsson (publ.), individually.

                  "PAYING AGENT" means Chase Trust Bank or any successor in
such capacity, as paying agent under the Paying Agency Agreement.

                  "PAYING AGENT'S OFFICE" means the office of the Paying Agent
identified as such in Schedule 1.1(b) to the Note Purchase Agreement, or such
other office as the Paying Agent may hereafter designate by notice to the
Company and the Administrative Agent.

                  "POST-DEFAULT RATE" means, subject to Section 2.3(e) of the
Note Purchase Agreement, at any time, a rate per annum equal to the Adjusted
Euro-Dollar Rate or the Base Rate in effect at such time plus the Applicable
Margin plus 1%.

                  "REFERENCE BANKS" means the Reference Purchaser, Citibank,
N.A. and The Chase Manhattan Bank.

                  "REFERENCE PURCHASER" means (i) the Administrative Agent, if
it is a bank, or (ii) ABN AMRO, if the Administrative Agent is not a bank.

                  "REGISTER" means the register for the recordation of the
names of the Purchaser Parties and their respective Commitments and the
principal amounts of their respective Notes maintained by the Administrative
Agent in accordance with Section 8.6(c) of the Note Purchase Agreement.

                  "SUBSEQUENT PURCHASERS" is defined in Section 6.13(b)(ii).


        ARTICLE 2. INTEREST; INTEREST PERIODS; CONTINUATION/CONVERSION.

         SECTION 2.1 INTEREST RATE AND PAYMENT.

                  (a) This Note shall bear interest on the outstanding
principal amount hereof, from and including the Issuance Date to and excluding
the due date or the date of any repayment hereof, at the following rates per
annum: (i) for so long as and to the extent that this Note is a Euro-Dollar
Rate Note, at the Adjusted Euro-Dollar Rate for each day during each Interest
Period applicable hereto plus the Applicable Margin in respect of Euro-Dollar
Rate Notes; and (ii) for so long as and to the extent that this Note is a Base
Rate Note, at the Base Rate (as in effect from time to time) plus the
Applicable Margin in respect of Base Rate Notes.

                  (b) Notwithstanding Section 2.1(a) hereof or Sections
2.3(a)(i) and 2.3(a)(ii) of the Note Purchase Agreement, at any time while an
Event of Default exists under Section

                         Note (Qualcomm/Ericsson NPA)
                                       5
<PAGE>   77

6.1(a) or (q) of the Common Terms Agreement in respect of any principal,
interest, Fees or other amount payable under the Note Documents or in respect
of any indemnification obligation related thereto, this Note shall bear
interest to the maximum extent permitted by Applicable Law at a fluctuating
rate per annum equal to the Post-Default Rate as in effect from time to time,
without notice or demand of any kind, until such Event of Default shall have
been waived or otherwise shall have ceased to exist.

                  (c) Accrued interest shall be payable in arrears (i) for so
long as and to the extent that this Note is a Base Rate Note, on each Interest
Payment Date; (ii) for so long as and to the extent that this Note is a
Euro-Dollar Rate Note, on the last day of each Interest Period applicable
thereto; provided that if the Interest Period applicable to a Euro-Dollar Rate
Note is longer than three months, interest also shall be payable on the day
that is three months after the first day of such Interest Period; (iii) in the
case of any interest accrued at the Post-Default Rate pursuant to Section
2.1(b) hereof, on demand; and (iv) when this Note shall become due (whether at
maturity, by reason of prepayment, acceleration, Mandatory Purchase, Mandatory
Partial Repurchase or otherwise).

         SECTION 2.2 INTEREST PERIODS. Notwithstanding anything herein to the
contrary, all Interest Periods applicable to this Note for so long as and to
the extent that this Note is a Euro-Dollar Rate Note shall comply with the
definition of "Interest Period" and the provisions of the Note Purchase
Agreement.

         SECTION 2.3 CONTINUATION/CONVERSION.

                  (a) Subject to Sections 2.3(c), 2.3(b) and 2.10 of the Note
Purchase Agreement and the Company obtaining all necessary approvals, the
Company shall have the option (i) at any time, to convert all or any part of
this Note from a Base Rate Note to a Euro-Dollar Rate Note, (ii) on the last
day of the Interest Period applicable hereto, to (A) convert all or any part of
this Note from a Euro-Dollar Rate Note to a Base Rate Note, (B) to the extent
that this Note is a Euro-Dollar Rate Note, continue all or any part of this
Note as a Note of the same Type, provided that, in the case of clause (i) and
(ii)(B) of this Section 2.3(a), there does not exist an Event of Default at
such time. To the extent that this Note is a Euro-Dollar Rate Note, if an Event
of Default shall exist upon the expiration of the Interest Period applicable to
this Note, this Note automatically shall be converted into a Base Rate Note.

                  (b) If the Company elects to continue or convert this Note or
a part hereof under this Section 2.3, it shall deliver to the Administrative
Agent a Notice of Continuation/Conversion together with all attachments
required thereby, duly completed and executed by a Responsible Officer (a
"Notice of Continuation/Conversion"), (i) not later than 10:00 a.m. (New York
time) at least three Euro-Dollar Business Days before the proposed continuation
or conversion date, if the Company proposes to continue or to convert all or
part of this Note into, a Euro-Dollar Rate Note, and (ii) otherwise not later
than 10:00 a.m. (New York time) at least three Business Days before the
proposed continuation or conversion date.

                         Note (Qualcomm/Ericsson NPA)
                                       6
<PAGE>   78


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

                  (d) Any Notice of Continuation/Conversion (or telephonic
notice in lieu thereof) shall be irrevocable and the Company shall be bound to
continue or convert in accordance therewith. If any request for the
continuation or conversion of this Note is not made in accordance with this
Section 2.3, or, to the extent that this Note is a Euro-Dollar Rate Note, if no
notice is so given with respect to this Note and the Interest Period applicable
hereto expires, then this Note automatically shall be continued as a
Euro-Dollar Rate Note having an Interest Period of one month.

         SECTION 2.4 COMPUTATIONS. For so long as and to the extent that this
Note is a Euro-Dollar Rate Note, interest on this Note shall be computed on the
basis of a 360-day year and the actual number of days elapsed (including the
first and excluding the last day of the period). For so long as and to the
extent that this Note is a Base Rate Note, interest on this Note shall be
computed on the basis of a 365/366-day year and the actual number of days
elapsed (including the first and excluding the last day of the period). Any
change in the interest rate on this Note resulting from a change in the rate
applicable hereto pursuant to the terms hereof shall become effective as of
9:00 a.m. (New York time) on the day on which such change in the applicable
rate shall become effective.

         SECTION 2.5 MAXIMUM LAWFUL RATE OF INTEREST. The rate of interest
payable on this Note shall in no event exceed the maximum rate permissible
under Applicable Law. If the rate of interest payable on this Note or other
amount is ever reduced as a result of this Section 2.5 and at any time
thereafter the maximum rate permitted by Applicable Law shall exceed the rate
of interest provided for in this Note, then the rate provided for in this Note
shall be increased up to the maximum rate provided by Applicable Law for such
period as is required so that the total amount of interest received by the
Holder during such period is that which would have been received by the Holder
but for the operation of the first sentence of this Section 2.5.

                   ARTICLE 3. REPURCHASE; ACCELERATION; ETC.

         SECTION 3.1 MANDATORY REPURCHASE AND OPTIONAL OR VOLUNTARY REPURCHASE;
ACCELERATION. This Note is subject to mandatory repurchase at the option of the
Holder, is subject to optional or voluntary repurchase at the option of the
Company and is subject to

                         Note (Qualcomm/Ericsson NPA)
                                       7
<PAGE>   79

acceleration, all on the terms and conditions set forth in the Note Purchase
Agreement, all of which are incorporated herein by reference. Reference is made
to the Note Purchase Agreement for the foregoing terms and conditions as well
as certain other provisions applicable to this Note.

                         ARTICLE 4. MANNER OF PAYMENT.

         SECTION 4.1 PAYMENT GENERALLY. Except as otherwise expressly provided
in the Note Purchase Agreement, the Company or any Designated Repurchaser shall
make each payment under this Note to the Paying Agent in Dollars and in
immediately available funds, without any deduction whatsoever, including any
deduction for any setoff, recoupment, counterclaim or Taxes (other than
Excluded Taxes), at the Paying Agent's Office, for deposit in the Paying
Agent's Account (which amount will be held in trust for the Administrative
Agent) at such time as shall provide the Paying Agent with sufficient time to,
in turn, pay such amount to the Administrative Agent in Dollars and in
immediately available funds, without any deduction whatsoever, including any
deduction for any setoff, recoupment, counterclaim or Taxes at the
Administrative Agent's Office for the account of the Applicable Purchasing
Offices of the Holder, for deposit in the Administrative Agent's Account not
later than 12:00 noon (New York time) on the due date thereof. Any payments
received after 12:00 noon (New York time) on any Business Day shall be deemed
received on the next succeeding Business Day. Not later than 2:00 p.m. (New
York time) on the day such payment is made, the Administrative Agent shall
initiate a wire transfer to the Holder or its registered assigns, for the
account of the Holder's Applicable Purchasing Office, in Dollars and in
immediately available funds, of the Holder's share of the payment so made,
determined pursuant to Section 2.9 of the Note Purchase Agreement. Delivery to
the Administrative Agent shall be made by the Paying Agent in accordance with
the written instructions satisfactory to the Paying Agent from time to time
given to the Paying Agent by the Administrative Agent; and delivery to the
Holder shall be made by the Administrative Agent in accordance with the written
instructions satisfactory to the Administrative Agent from time to time given
to the Administrative Agent by the Holder.

         SECTION 4.2 DISCHARGE; INDEMNIFICATION. The Holder agrees that any
payment received by the Paying Agent made in respect of this Note under and in
accordance with Section 2.8(a) of the Note Purchase Agreement from or on behalf
of the Company shall be deemed to satisfy pro tanto the corresponding
obligations of the Company under this Note to pay the Holder and shall be
conclusive and shall discharge the Company of its corresponding payment
obligations to the Holder under this Note. To the extent that the Company or
any other Person on behalf of the Company makes any payment due under this Note
to the Paying Agent, the Company hereby indemnifies the Holder against any
failure on the part of the Paying Agent to pay to the Administrative Agent in
accordance with the instructions provided to the Paying Agent by the
Administrative Agent pursuant to Section 2.8(a) of the Note Purchase Agreement
any sum due in respect of this Note by the due date or due time thereof and
agrees to pay the amount of such payment due, plus interest at the Post-Default
Rate, not later than (i) one Business Day after the due date thereof, in the
case of payments of principal and (ii) three Business Days after the due date
thereof, in the case of payments of interest and (iii) five


                         Note (Qualcomm/Ericsson NPA)
                                       8
<PAGE>   80

Business Days after the date thereof, in the case of expenses or other amounts
payable under this Note. This indemnity constitutes a separate and independent
obligation from the obligations of the Company under this Note and shall give
rise to a separate and independent cause of action. To the extent that the
Paying Agent makes any payment to the Administrative Agent with respect to
which the Holder has received a payment from the Company in satisfaction of its
indemnification obligations set forth in Section 4.2, the Holder shall promptly
return to the Company any such indemnification payment so made by the Company,
together with interest at the Federal Funds Rate from, one Business Day after
the later of (x) the date on which the payment from the Paying Agent was
received by the Holder and (y) the date on which the payment from the Company
was received by the Holder, to but excluding the date on which such payment is
returned to the Company.

         SECTION 4.3 DATE OF PAYMENT. Whenever any payment or repurchase to be
made hereunder shall be due on a day that is not a Business Day (or, in the
case of any payment with respect to a Euro-Dollar Rate Note, not a Euro-Dollar
Business Day), such payment shall instead be made on the next succeeding
Business Day (or, in the case of any such payment with respect to a Euro-Dollar
Rate Note, the next succeeding Euro-Dollar Business Day), together with
interest accrued during the period of such extension, unless, in the case of
any such payment in respect of a Euro-Dollar Note, such succeeding Euro-Dollar
Business Day falls in the next calendar month, in which case such payment or
repurchase shall be made on the immediately preceding Euro-Dollar Business Day.

         SECTION 4.4 PAYMENTS SET ASIDE. To the extent any Agent or the Holder
receives payment of any amount under this Note, whether by way of payment by
the Company, setoff, as proceeds of Collateral or otherwise, which payment is
subsequently invalidated, declared to be fraudulent or preferential, set aside
or required to be repaid to a trustee, receiver or any other party under any
bankruptcy law, other law or equitable cause, in whole or in part, then, to the
extent of such payment received and to the extent permitted by Applicable Law,
the Obligations or Fees or part thereof intended to be satisfied thereby shall
be revived and continue in full force and effect, together with all Collateral
security therefor, as if such payment had not been received by the Agent or the
Holder. If prior to any such invalidation, declaration, setting aside or
requirement, this Note shall have been canceled or surrendered, this Note shall
be reinstated in full force and effect, and such prior cancellation or
surrender shall not diminish, discharge or otherwise affect the obligations of
the Company in respect of the amount of the affected payment.

         SECTION 4.5 MANDATORY SUSPENSION AND CONVERSION OF EURO-DOLLAR RATE
NOTES; REGULATORY CHANGES; COMPENSATION FOR FUNDING LOSSES. Under certain
circumstances, this Note, to the extent it is a Euro-Dollar Rate Note, will be
converted into a Base Rate Note. In addition, under certain circumstances,
certain additional costs and other amounts are payable by the Company in
respect of this Note. Reference is made to the Note Purchase Agreement for a
complete description of the foregoing, all of which are hereby incorporated
herein by reference.

                         Note (Qualcomm/Ericsson NPA)
                                       9
<PAGE>   81

                               ARTICLE 5. TAXES.

         SECTION 5.1 TAXES.

                  (a) If the Company is required by Applicable Law to make any
deduction or withholding in respect of any Taxes (other than Excluded Taxes)
from any amount payable under this Note to the Paying Agent or to, or for the
account of the Holder, the Company shall pay to the Paying Agent or to, or for
the account of such Holder, on the date such amount is payable, such additional
amounts as may be necessary to ensure that the net amounts received by it or
for its account, in the aggregate, after all applicable deductions or
withholdings, shall equal the amount that the Paying Agent or the Holder would
have been entitled to receive under this Note if no deductions or withholdings
were made. If the Company shall deduct or withhold any Taxes from any payments
under this Note, it shall provide to the Holder to the extent available to the
Company, (i) a statement setting forth the amount and type of Taxes so deducted
or withheld, the applicable rate and any other information or documentation
that the Paying Agent or the Holder may reasonably request and (ii) as promptly
as possible after payment is made to the relevant Governmental Authority, a
certified copy of any original official receipt received by the Company showing
payment.

                  (b) If the Holder is required to make any payment on account
of Taxes (other than Excluded Taxes) on or in relation to any sum received or
receivable by it under this Note, or any liability for Taxes (other than
Excluded Taxes) in respect of any such payment is imposed, levied or assessed
against the Holder, whether or not correctly or legally imposed, then (i) the
Holder shall promptly notify the Administrative Agent and the Company and shall
provide such evidence thereof, in the form reasonably specified by the Company,
and such cooperation as the Company may reasonably request, and (ii) the
Company shall pay when due such additional amounts as may be necessary to
ensure that the amount received by the Holder, less any such Taxes paid,
imposed, levied or assessed, including any Taxes (other than Excluded Taxes)
imposed on such additional amounts, shall equal the amount that the Holder
would have been entitled to retain under this Note in the absence of the
payment, imposition, levy or assessment of such Taxes.

                  (c) Upon the written request of the Company, the Holder shall
promptly provide to the Company, the Paying Agent, the Administrative Agent and
the Collateral Agent such form, certification or similar documentation (each
duly completed, accurate and signed) as is required by Brazil or any other
jurisdiction otherwise imposing Taxes and specified by the Company in such
request, but only if required or permitted under Applicable Law, in order to
obtain an exemption from, or reduced rate of, deduction, payment or withholding
of Taxes to which the Holder is entitled pursuant to an applicable tax treaty
or the laws of Brazil or such other jurisdiction; provided that the Holder
shall not have any obligation to provide such form, certification or similar
document if, in the sole judgment of the Holder, the provision of such form,
certification or similar document will be unduly burdensome, will require the
Holder to disclose any confidential or proprietary information or will
otherwise be disadvantageous to the


                         Note (Qualcomm/Ericsson NPA)
                                      10
<PAGE>   82

Holder. Subject to the proviso in the immediately preceding sentence, the
Company shall not be required to indemnify the Holder under Section 5.1(a) or
5.1(b) hereof or Section 2.12(a) or 2.12(b) of the Note Purchase Agreement for
any Taxes to the extent that such Taxes would not be imposed but for the
failure by the Holder to provide any form, certification or similar document as
required by this subsection; provided that if the Holder is otherwise exempt
from or subject to a reduced rate of withholding tax and becomes subject to
Taxes because of its failure to deliver a form required hereunder, the Company
shall take such steps as the Holder shall reasonably request to assist the
Holder to recover such Taxes.

                           ARTICLE 6. MISCELLANEOUS.

         SECTION 6.1 EXPENSES. To the extent provided in the Note Purchase
Agreement, the Company shall pay promptly after demand, any and all costs and
expenses (including fees and disbursements of in-house and other attorneys,
appraisers, consultants and other experts) incurred by the Holder after an
actual or alleged Default or an Event of Default, in any workout, restructuring
or similar arrangements, or in connection with the protection, preservation,
exercise or enforcement of any of the terms of this Note, or in connection with
any foreclosure, collection or bankruptcy proceedings.

         SECTION 6.2 WAIVERS; AMENDMENTS IN WRITING.

                  (a) No amendment of any provision of this Note (including a
waiver thereof or consent relating thereto) shall be effective unless the same
shall be in writing and signed or consented to in accordance with Section
8.3(a) of the Note Purchase Agreement.

                  (b) Any waiver or consent shall be effective only in the
specific instance and for the specific purpose for which given. No notice to or
demand on the Company in any case shall entitle the Company to any other or
further notice or demand in similar or other circumstances.

         SECTION 6.3 CUMULATIVE REMEDIES; FAILURE OR DELAY. The rights and
remedies provided for under this Note and the Note Purchase Agreement are
cumulative and are not exclusive of any rights and remedies that may be
available to the Holder under Applicable Law or otherwise. No failure or delay
on the part of the Holder in the exercise of any power, right or remedy under
this Note shall impair such power, right or remedy or operate as a waiver
thereof, nor shall any single or partial exercise of any such power, right or
remedy preclude other or further exercise thereof or of any other power, right
or remedy.

         SECTION 6.4 SUCCESSORS AND ASSIGNS; ETC.

                  (a) This Note shall be binding upon and inure to the benefit
of the Holder and its successors and permitted assigns. The Company may not
assign or transfer any interest hereunder without the prior written consent of
the Holder.


                         Note (Qualcomm/Ericsson NPA)
                                      11
<PAGE>   83

                  (b) This Note may be assigned, and participations in this
Note may be sold, only as provided in the Note Purchase Agreement.

         SECTION 6.5 GOVERNING LAW. THIS NOTE SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK (OTHER THAN
CHOICE OF LAW RULES THAT WOULD REQUIRE THE APPLICATION OF THE LAWS OF ANY OTHER
JURISDICTION).

         SECTION 6.6 CHOICE OF FORUM.

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

                  (b) NOTHING CONTAINED IN THIS SECTION 6.6 SHALL PRECLUDE THE
HOLDER FROM BRINGING ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO
THIS NOTE IN THE COURTS OF ANY PLACE WHERE THE COMPANY OR ANY OF ITS ASSETS MAY
BE FOUND OR LOCATED.

         SECTION 6.7 CURRENCY EQUIVALENTS; JUDGMENT CURRENCY.

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

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


                         Note (Qualcomm/Ericsson NPA)
                                      12
<PAGE>   84

         SECTION 6.8 HEADINGS. The Article and Section headings used in this
Note are for convenience of reference only and shall not affect the
construction hereof.

         SECTION 6.9 SEVERABILITY. If any provision of this Note shall be held
to be invalid, illegal or unenforceable under Applicable Law in any
jurisdiction, such provision shall be ineffective only to the extent of such
invalidity, illegality or unenforceability, which shall not affect any other
provisions hereof or the validity, legality or enforceability of such provision
in any other jurisdiction.

         SECTION 6.10 WAIVER OF IMMUNITY. To the extent that the Company has or
hereafter may be entitled to claim or may acquire, for itself or any of its
assets, any immunity from suit, jurisdiction of any court or from any legal
process (whether through service of notice, attachment prior to judgment,
attachment in aid of execution, or otherwise) with respect to itself or its
property, it hereby irrevocably waives such immunity in respect of its
obligations under this Note to the extent permitted by Applicable Law and
without limiting the generality of the foregoing, agrees that the waivers set
forth in this Section shall be effective to the fullest extent now or hereafter
permitted under the Foreign Sovereign Immunities Act of 1976 of the United
States of America and are intended to be irrevocable for purposes of such Act.

         SECTION 6.11 ENGLISH LANGUAGE. Any translation of this Note into
another language shall have no interpretive effect. All documents or notices to
be delivered pursuant to or in connection with this Note shall be in the
English language, or, if any such document or notice is not in the English
language, accompanied by an English translation thereof, and the English
language version of any such document or notice shall control for purposes
hereof.

         SECTION 6.12 WAIVER OF TRIAL BY JURY. THE COMPANY AND THE HOLDER WAIVE
THE RIGHT TO A TRIAL BY JURY IN ANY ACTION UNDER THIS NOTE OR ANY ACTION
ARISING OUT OF THE TRANSACTIONS CONTEMPLATED HEREBY, REGARDLESS OF WHICH PARTY
INITIATES SUCH ACTION OR ACTIONS.

         SECTION 6.13 SECURITIES LAW MATTERS.

                  (a) The parties hereto acknowledge that this Note is not and
is not intended to be a "security" as defined in the Securities Act, and that
the issuance, sale and assignment of this Note is not intended to be subject to
the provisions governing the issuance, sale and transfer of "securities"
thereunder.

                  (b) The Holder shall be deemed to make to the Company
(without regard to whether this Note is a "security" for purposes of the
Securities Act)) the following representations, warranties and covenants:

                         Note (Qualcomm/Ericsson NPA)
                                      13
<PAGE>   85

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

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

         SECTION 6.14 CONSTRUCTION. This Note is in all respects subject to the
Note Purchase Agreement pursuant to which it was issued, all of which is hereby
incorporated herein by reference. In case of any inconsistency between the
terms and conditions of this Note and the Note Purchase Agreement, the terms
and conditions of the Note Purchase Agreement shall govern.


                                    VESPER S.A., a sociedade anonima organized
                                    under the laws of Brazil


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


                         Note (Qualcomm/Ericsson NPA)
                                      14
<PAGE>   86

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



                                    --------------------------------------
                                    Witness


                                    --------------------------------------
                                    Witness


                         Note (Qualcomm/Ericsson NPA)
                                      15
<PAGE>   87



                                                                    EXHIBIT B-1

                                    FORM OF
                               NOTICE OF ISSUANCE


         TO:      ABN AMRO BANK N.V., AS
                  ADMINISTRATIVE AGENT
                  ABN AMRO Bank N.V.
                  Agency Services
                  1325 Avenue of the Americas, 9th Floor
                  New York, New York  10128
                  Attention:  Linda Boardman


    COPY TO:      LASALLE BANK NATIONAL
                  ASSOCIATION, AS COLLATERAL
                  AGENT
                  135 S. LaSalle Street, Suite 1625
                  Chicago, Illinois 60603
                  Attention: Brian D. Ames

         Reference is hereby made to the Secured Note Purchase Agreement, dated
as of December 13, 1999 (as the same may be amended, supplemented, replaced,
renewed or otherwise modified from time to time, the "Note Purchase Agreement")
by and among VESPER S.A., a sociedade anonima organized under the laws of
Brazil (the "Company"); ABN AMRO BANK N.V. ("ABN AMRO" and QUALCOMM
INCORPORATED, as initial Purchasers; the financial institutions and other
entities that either now or in the future are parties thereto as Purchasers;
ABN AMRO, as administrative agent for the Purchasers (in such capacity, ABN
AMRO or any successor in such capacity is referred to herein as the
"Administrative Agent"); and TELEFONAKTIEBOLAGET LM ERICSSON (PUBL.),
individually.

         Capitalized terms used but not defined herein have the meanings
assigned to them in the Note Purchase Agreement (including terms defined
therein by reference to the Common Terms Agreement (as defined therein)).

          Pursuant to Article II of the Note Purchase Agreement:



                  Notice of Issuance (Qualcomm/Ericsson NPA)

                                       1
<PAGE>   88

         1. The Company hereby requests that the Purchasers purchase Notes in
the (aggregate) principal amount of $_________________ on _________________,
_____(1) in the form of a Euro-Dollar Rate Note with an Interest Period of
_____________.(2)

         2. The Company hereby represents and warrants as follows:

                  (a) All of the representations and warranties contained in
Article IV of the Note Purchase Agreement and in the other Note Documents are
true and correct in all material respects on and as of the date hereof as
though made on and as of this date (except to the extent that such
representations and warranties expressly were made only as of a specific date
and except to the extent such representations and warranties are not required
to be made pursuant to Section 3.2(f) of the Note Purchase Agreement);

                  (b) No Default or Event of Default exists or would result
from the issuance of the Notes;

                  (c) Attached hereto is a copy of the Prior Approval obtained
in connection with the Notes referred to above;

                  (d) In the case of any Issuance the proceeds of which are to
be used for purposes of Section 2.2(a)(i), the reference number(s) of the
relevant invoice(s) or similar documentation evidencing the amounts being
financed with the proceeds of such Issuance are:

         -----------------------------------------------------------------

                                                                           ; and
        ------------------------------------------------------------------

                  (e) The aggregate amount of the proceeds of the Issuance
requested pursuant to this Notice of Issuance will be used for the purposes set
forth below:

Amount to be used to make payments due under the Ericsson Supply Agreement with
respect to equipment and services provided thereunder and associated duties and
taxes (other than the payment of civil works and duties and taxes related
thereto):                                                 $
                                                           --------------------

---------------------------


(1)  Must be a Euro-Dollar Business Day.

(2)  Must comply with definition of "Interest Period."


                  Notice of Issuance (Qualcomm/Ericsson NPA)

                                       2
<PAGE>   89

<TABLE>
<S>                                                                             <C>
Amount to be used to make payments for interest on the Notes, Investments in
Vesper Cayman SPV permitted by Section 5.4(e) of the Common Terms Agreement,
Fees payable by the Company and other amounts (other than principal) payable to
the Paying Agent or the Purchaser Parties under the Notes, the Note Purchase
Agreement, the Fee Letters, the Common Terms Agreement, the Exchange Debt
Agreement, the Guaranties, or the Collateral Documents, any and all other fees
and expenses incurred by any Company Party in connection with the Notes and the
Note Purchase Agreement:                                                        $
                                                                                  ------------------

Amount to be used to make payments for civil works and associated duties and
taxes required in connection with the Ericsson Supply Agreement:                $
                                                                                  ------------------

Amount to be used to refinance the Bridge Loan:                                 $
                                                                                  ------------------
Amount to make Investments permitted by the proviso to Section 2.2(a) of the
Note Purchase Agreement that will be deposited in the Proceeds Account:         $
                                                                                  ------------------
</TABLE>

                  (f) All other conditions to the Issuance of Notes set forth
in Article III of the Note Purchase Agreement are satisfied.

         3. The Company acknowledges that this Notice of Issuance is
irrevocable and that it is bound to issue Notes to the Purchasers in accordance
herewith.

         Date:                   ,     .
                -----------------  ----

                                    VESPER S.A., a sociedade anonima organized
                                    under the laws of Brazil



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


                  Notice of Issuance (Qualcomm/Ericsson NPA)

                                       3
<PAGE>   90

                                                                    EXHIBIT B-2

                                    FORM OF
                         NOTICE OF RESPONSIBLE OFFICERS


TO:      ABN AMRO BANK N.V., AS ADMINISTRATIVE
         AGENT
         ABN AMRO Bank N.V.
         Agency Services
         1325 Avenue of the Americas, 9th Floor
         New York, New York  10128
         Attention:  Linda Boardman

         Reference is hereby made to the Secured Note Purchase Agreement, dated
as of December 13, 1999 (as the same may be amended, supplemented, replaced,
renewed or otherwise modified from time to time, the "Note Purchase Agreement")
by and among VESPER S.A., a sociedade anonima organized under the laws of
Brazil (the "Company"); ABN AMRO BANK N.V., ("ABN AMRO") and QUALCOMM
INCORPORATED, as initial Purchasers; the financial institutions and other
entities that either now or in the future are parties thereto as Purchasers;
ABN AMRO, as administrative agent for the Purchasers (in such capacity, ABN
AMRO or any successor in such capacity is referred to herein as the
"Administrative Agent"); and TELEFONAKTIEBOLAGET LM ERICSSON (PUBL.),
individually.

         Capitalized terms used but not defined herein have the meanings
assigned to them in the Note Purchase Agreement (including terms defined
therein by reference to the Common Terms Agreement (as defined therein)).

         The Company hereby (i) designates the following individuals as
Responsible Officers, authorized to request that the Purchasers purchase and to
take other actions on behalf of the Company with respect to the Notes and (ii)
certifies that the offices, signatures and telephone numbers of such
individuals are as follows:

<TABLE>
<CAPTION>

----------------------------------- ----------------------- --------------------------------------- ------------------

               NAME                         OFFICE                        SIGNATURE                     PHONE NO.
----------------------------------- ----------------------- --------------------------------------- ------------------
<S>                                 <C>                     <C>                                     <C>

----------------------------------- ----------------------- --------------------------------------- ------------------

----------------------------------- ----------------------- --------------------------------------- ------------------

----------------------------------- ----------------------- --------------------------------------- ------------------
</TABLE>

         Each Purchaser Party is hereby authorized to rely conclusively on this
Notice of Responsible Officers with respect to the authority of any Person
designated as a Responsible Officer herein unless and until a new Notice of
Responsible Officers is received by the Administrative Agent that no longer
designates such Person as a Responsible Officer. Additional persons may be
designated as Responsible Officers, or the designation of any person may be
revoked, at any time, by subsequent Notices of Responsible Officers signed by
any person who purports to be a Senior Officer of the Company.


          Proceeds Account Pledge Agreement (Qualcomm/Ericsson NPA)
                                       4

<PAGE>   91

         The foregoing supersedes any Notice of Responsible Officers presently
in effect under the Note Purchase Agreement.

         Date:                   ,     .
                -----------------  ----

                                    VESPER S.A. a sociedade anonima organized
                                    under the laws of Brazil



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

          Proceeds Account Pledge Agreement (Qualcomm/Ericsson NPA)
                                       5

<PAGE>   92

                                                                      EXHIBIT C

                                    FORM OF
                       PROCEEDS ACCOUNT PLEDGE AGREEMENT

This Proceeds Account Pledge Agreement (this "Account Pledge Agreement"), is
made on December 17, 1999, by and among:

                  (a) Vesper S.A., a company (sociedade anonima) duly organized
and existing in accordance with the laws of the Federative Republic of Brazil
("Brazil"), with its head office in the City of Rio de Janeiro, State of Rio de
Janeiro, at Avenida Republica do Chile, 500, 25(O) andar, enrolled in the Legal
Entities National List of the Ministry of Finance (C.N.P.J./M.F.) under nr.
02.730.101/0001-43, herein represented in accordance with its Bylaws (the
"Company");

                  (b) LaSalle Bank National Association, a financial
institution duly organized and existing under the laws of the United States of
America, with its offices at 135 S. LaSalle Street, Suite 1625, Chicago,
Illinois ("LaSalle"), represented herein by its duly authorized representative,
as identified and qualified in the signature pages hereof, acting as collateral
agent for Qualcomm and Ericsson (each, as defined below) and the other
Purchasers under the Qualcomm/Ericsson Note Purchase Agreement (as defined
below) (in such capacity, together with its successors in such capacity, the
"Proceeds Collateral Agent"); and

                  (c) Banco de Investimentos Credit Suisse First Boston
Garantia S.A., a financial institution duly organized and existing under the
laws of Brazil, with its registered office at Avenida Brigadeiro Faria Lima,
3064, 13th Floor, Sao Paulo - SP 01451-000, represented herein by its duly
authorized representative, as identified and qualified in the signature pages
hereof (in such capacity, together with its successors in such capacity, the
"Fund Administrator").

                              W I T N E S S E T H

WHEREAS, the Company has entered into (i) that certain Secured Note Purchase
Agreement dated as of December 13, 1999 (as amended from time to time, the
"Nortel Note Purchase Agreement") with ABN AMRO Bank N.V. ("ABN AMRO"), as
administrative agent (in such capacity, the "Nortel Facility Agent"), Nortel
Networks Corporation ("Nortel"), as initial Purchaser, and the other Purchasers
from time to time party thereto; (ii) that certain Secured Note Purchase
Agreement dated as of December 13, 1999 (as amended from time to time, the
"Qualcomm/Ericsson Note Purchase Agreement") with ABN AMRO and Qualcomm
Incorporated ("Qualcomm"), as initial Purchasers, the other Purchasers from
time to time party thereto, ABN AMRO, as administrative agent (in such
capacity, the "Qualcomm/Ericsson Facility Agent"), Telefonaktiebolaget LM
Ericsson (publ.) ("Ericsson"), individually (all such parties, together with
the Proceeds Collateral Agent and the Collateral Agent (as defined below), the
"Qualcomm/Ericsson Purchaser Parties"); and (iii) that certain Secured Note
Purchase Agreement dated as of December 13, 1999 (as amended from time to time,
the "Harris Note Purchase Agreement" and, together with the Nortel Note
Purchase Agreement and the Qualcomm/Ericsson Note Purchase Agreement, the "Note
Purchase Agreements") with Harris

          Proceeds Account Pledge Agreement (Qualcomm/Ericsson NPA)
                                       6

<PAGE>   93
Corporation ("Harris"), as administrative agent (in such capacity, the "Harris
Facility Agent" and, together with the Nortel Facility Agent and the
Qualcomm/Ericsson Facility Agent, the "Initial Facility Agents"), Harris, as
initial Purchaser, and the other Purchasers from time to time party thereto;

         WHEREAS, in connection with the Qualcomm/Ericsson Note Purchase
Agreement, HoldCo, the Company, the Initial Facility Agents and LaSalle in its
capacity as the collateral agent thereunder (the "Collateral Agent") have
entered into that certain Common Terms Agreement dated as of December 13, 1999
(as amended from time to time, the "Common Terms Agreement") which sets forth
certain common terms, conditions and covenants relating to, among other things,
the Qualcomm/Ericsson Note Purchase Agreement;

WHEREAS, the Company may, pursuant to the terms and conditions set forth in the
Common Terms Agreement, after the date hereof, enter into Interest Hedge
Agreements with a Pari Passu Creditor (as defined in the Common Terms
Agreement), any Affiliate of a Pari Passu Creditor or any other financial
institution reasonably acceptable to the Proceeds Collateral Agent, that acts
as the counterparty in any Interest Hedge Agreement in respect of the Secured
Obligations (as defined below) (a "Swap Lender" and, together with the
Qualcomm/Ericsson Purchaser Parties, the "Secured Parties");

WHEREAS, it is a covenant entered into in connection with the purchasing of the
Notes under the Qualcomm/Ericsson Note Purchase Agreement that the Company
constitute a first priority security interest in favor of the Proceeds
Collateral Agent, for the benefit of the Secured Parties in, on and to all
right, title and interest, whether now existing or hereafter acquired, in (i)
the Proceeds Account, including the credit balance from time to time of the
Proceeds Account, all funds and investments at any time held in or for the
Proceeds Account, all interest, dividends and other income derived from any
such balances, funds and Investments and all moneys and Investments required to
be held in or for the Proceeds Account, (ii) all statements, certificates and
instruments representing or evidencing the Proceeds Account (including the
reports referred to in Section 9(c) hereof) and all Investments and other
property listed on Exhibit 1 hereto as well as those from time to time
received, receivable or otherwise distributed in respect of such Investments
and held in or credited to the Proceeds Account, (iii) all of the quotas of any
investment fund listed from time to time on Exhibit 1 hereto in which any
proceeds of the Initial Issuance of the Notes pursuant to the Qualcomm/Ericsson
Note Purchase Agreement are from time to time invested in accordance with the
provisions of the Qualcomm/Ericsson Note Purchase Agreement, and (iv) to the
extent not included in the foregoing, all proceeds, products and accessions of
and to any and all of the foregoing, including whatever is received upon any
collection, exchange, sale or other disposition of any of the foregoing and any
property into which any of the foregoing is converted, whether cash or non-cash
proceeds, and any and all other amounts paid or payable under or in connection
with any of the foregoing (items (i), (ii) and (iii) together with all proceeds
and products therefrom are collectively referred to herein as the "Pledged
Assets"); and

WHEREAS, it is a covenant entered into in connection with the purchasing of the
Notes under the Qualcomm/Ericsson Note Purchase Agreement that the Company
shall have executed and delivered this Account Pledge Agreement to the Proceeds
Collateral Agent for the ratable benefit of the Secured Parties.

          Proceeds Account Pledge Agreement (Qualcomm/Ericsson NPA)
                                       7

<PAGE>   94

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

1.       Defined Terms.

                  (a) Capitalized terms used and not otherwise defined in this
Account Pledge Agreement are used herein with the same meanings ascribed to
them in the Qualcomm/Ericsson Note Purchase Agreement (including terms defined
therein by reference to the Common Terms Agreement). All terms defined in this
Account Pledge Agreement in the singular shall have the same meanings when used
in the plural and vice versa. The words "hereof," "herein," and "hereunder" and
words of similar import when used in this Account Pledge Agreement shall,
unless the context otherwise requires, refer to this Account Pledge Agreement
as a whole and not to any particular provision of this Account Pledge
Agreement, and section, subsection, schedule and exhibit references are to this
Account Pledge Agreement unless otherwise specified. All terms defined in this
Account Pledge Agreement shall have the defined meanings contained herein when
used in any certificate or other document made or delivered pursuant hereto.

                  (b) Except as otherwise stated herein, all terms and
conditions of the Qualcomm/Ericsson Note Purchase Agreement, the Common Terms
Agreement (including Article 1 and, except for Sections 10.8, 10.9, 10.19 and
10.20, Article 10 thereof), the other Note Documents and, when executed and
delivered, the Interest Hedge Agreements, shall fully and automatically apply
to this Account Pledge Agreement, mutatis mutandis, and shall be deemed as an
integral part hereof, as if they were transcribed herein.

2.       Pledge; Grant of Security Interest.

                  (a) In order to secure the full and prompt payment and
performance when due (whether at the stated maturity, by acceleration or
otherwise) of all obligations and liabilities of the Company under the
Qualcomm/Ericsson Note Purchase Agreement and any Note issued thereunder and of
all obligations and liabilities of the Company to the Secured Parties, which
may arise under, out of, or in connection with, the Qualcomm/Ericsson Note
Purchase Agreement, the Common Terms Agreement, or any other Note Document,
whether on account of principal, interest, reimbursement obligations, fees,
indemnities, costs, expenses or otherwise (including, without limitation, all
fees and disbursements of counsel to the Secured Parties that are required to
be paid by the Company pursuant to the terms of the Qualcomm/Ericsson Note
Purchase Agreement, the Common Terms Agreement and any other Note Document)
(the "Obligations"), and all obligations of the Company to the Proceeds
Collateral Agent or Secured Parties created under this Account Pledge Agreement
(such obligations together with the Obligations being collectively referred to
as the "Secured Obligations"), which, for the purposes of Article 761 of the
Brazilian Civil Code, are estimated to be in (but expressly not limited to) the
principal amount of up to US$1,019,000,000, equivalent on the date hereof to R$
[o], with original final maturity on July 1, 2012 (subject to mandatory and
optional repurchase and acceleration thereunder) or as otherwise provided for
in the Qualcomm/Ericsson Note Purchase Agreement, the Common Terms Agreement or
the Notes, the Company hereby pledges the Pledged Assets to the Proceeds
Collateral Agent for the benefit of the Secured Parties, pursuant


          Proceeds Account Pledge Agreement (Qualcomm/Ericsson NPA)
                                       8

<PAGE>   95

to the provisions of Articles 271 to 279 of the Brazilian Commercial Code and
Article 768 et seq. of the Brazilian Civil Code.

                  (b) To the extent funds from the initial Issuance (as defined
in the Qualcomm/Ericsson Note Purchase Agreement) of Notes or the proceeds
thereof are not applied pursuant to clause (c) below, the Company shall
establish a special, segregated, restricted and irrevocable cash account (conta
vinculada) which shall be maintained, at all times until the termination of
this Account Pledge Agreement (the "Proceeds Account"), in the exclusive
possession and control of the Fund Administrator, and which shall at all times
be subject to this Account Pledge Agreement, the Qualcomm/Ericsson Note
Purchase Agreement and the Common Terms Agreement.

                  (c) All funds from the initial Issuance (as defined in the
Qualcomm/Ericsson Note Purchase Agreement) of Notes and any funds otherwise to
be deposited in the Proceeds Account in accordance with the terms of this
Account Pledge Agreement, the Qualcomm/Ericsson Note Purchase Agreement and the
Common Terms Agreement shall immediately be applied to the investment by the
Company in quotas of the funds listed in Exhibit 1 hereto, each of which shall
be an exclusive investment mutual fund (fundo de investimento financeiro
exclusivo) having the Fund Administrator as non-discretionary exclusive
administrator and manager (each, a "Fund").

3. Restriction on Transfer and Encumbrance. The Pledged Assets may not be sold
or transferred by the Company (except as permitted under the Qualcomm/Ericsson
Note Purchase Agreement) or by any other means whatsoever become subject to any
Liens (except for those created hereby and those permitted under the Common
Terms Agreement) until this Account Pledge Agreement is terminated pursuant to
Section 15 hereof. Nothing herein shall prevent any Fund from disposing of its
assets in the ordinary course of its investments made pursuant to this Account
Pledge Agreement.

4. Registration of the Pledge of the Pledged Assets. The Company shall, within
fifteen (15) days after the execution of this Account Pledge Agreement or any
Amendment (as defined below) entered into in accordance with Section 6,
register this Account Pledge Agreement or such Amendment, together with its
sworn translation into the Portuguese language, with the competent Registry of
Titles and Deeds (Cartorio de Registro de Titulos e Documentos) in Brazil and
deliver to the Proceeds Collateral Agent evidence of such registration in form
and substance reasonably satisfactory to the Proceeds Collateral Agent. All
expenses incurred in connection with such sworn translation and with such
registrations shall be paid by the Company.

5. Representations and Warranties. The Company hereby repeats herein as of the
date hereof all of the representations and warranties set forth in Article 3 of
the Common Terms Agreement, except for the representation and warranty set
forth in the third sentence of Section 3.2 of the Common Terms Agreement. In
addition, the Company hereby represents and warrants to the Proceeds Collateral
Agent, for the benefit of the Secured Parties, as follows:

                  (a) This Account Pledge Agreement constitutes a legal, valid
and binding obligation of the Company, enforceable against the Company in
accordance with its terms, and

          Proceeds Account Pledge Agreement (Qualcomm/Ericsson NPA)
                                       9


<PAGE>   96


the security interest created hereby shall, upon completion of the registration
required by Section 4 hereof, constitute a legal, valid and perfected first
priority security interest in the Pledged Assets, enforceable in accordance
with its terms against all creditors of the Company, in each case as
enforcement may be limited by bankruptcy, insolvency, reorganization,
moratorium and other similar laws relating to creditors' rights generally;
provided, however, that any security interest to be created hereby in any
Pledged Asset which has not been issued to, or received or acquired by, the
Company on or before the date hereof shall be deemed to have been created,
perfected and to be in full force only (i) after such Pledged Asset is issued
to, or received or acquired by, the Company and (ii) on the date when the Lien
of the Proceeds Collateral Agent, for the ratable benefit of the Secured
Parties thereon, shall have been registered as provided in Section 4 hereof or
as may be in the future required by Brazilian law; and provided further that,
the pledge created hereby will secure the obligations of the Company to such
Swap Lender only upon the effectiveness of the relevant Interest Hedge
Agreement and the registrations required by Section 4 hereof.

6. Covenants. The Company shall promptly enter into amendments to this Pledge
Agreement with the Proceeds Collateral Agent, substantially in the form of
Exhibit 3 hereto (each an "Amendment") (a) upon investment of any funds
contained in the Proceeds Account (including any investment in or acquisition
of quotas of a Fund), and as required under the Qualcomm/Ericsson Note Purchase
Agreement, in order to extend the Lien created hereunder to the relevant
Investment as well as any statements, certificates, instruments or receipts,
either physical or electronic, evidencing such Investment (which shall then be
subject to all terms and conditions provided herein) promptly after title to
such Investment is acquired by the Company, all pursuant to the provisions of
the Qualcomm/Ericsson Note Purchase Agreement, and (b) upon the entering by the
Company into any Interest Hedge Agreement, in order to extend the Lien created
hereby to each Swap Lender thereunder to secure the obligations assumed by the
Company thereunder; and the Company shall make all filings and registrations
and obtain all authorizations necessary to create a first priority, perfected
security interest in the relevant Pledged Assets to which the security interest
created hereby was extended in favor of the Proceeds Collateral Agent for the
benefit of the Secured Parties, including the Swap Lenders under such Interest
Hedge Agreement, and take such further actions as the Proceeds Collateral Agent
may reasonably request for the purposes of obtaining or preserving the full
benefits of this Account Pledge Agreement and of the rights and powers herein
granted with respect to all such after-acquired Pledged Assets and in favor of
all such subsequent Secured Parties. The Fund Administrator shall, to the
extent necessary under Brazilian law, include a legend in any such statements,
certificates, instruments or receipts, as appropriate, evidencing that such
invested funds are subject to a Lien in favor of the Proceeds Collateral Agent
hereunder. The Company shall provide the Proceeds Collateral Agent with
evidence of the registration of each such Amendment in the appropriate Registry
of Titles and Deeds in Brazil (Cartorio de Registro de Titulos e Documentos)
within fifteen (15) days after the execution of such Amendment.

7. Appointment and Duties of the Fund Administrator.

                  (a) The Company and the Proceeds Collateral Agent hereby
appoint and constitute the Fund Administrator as administrator of the Pledged
Assets upon their creation and

          Proceeds Account Pledge Agreement (Qualcomm/Ericsson NPA)
                                       10

<PAGE>   97

investment in a Fund. The Fund Administrator assumes total responsibility for
proper management and administration of each Fund, its compliance with all
Applicable Laws and regulations, the payment, on behalf of the Company, of all
taxes applicable to each Fund and other duties and charges and the investment
by the Fund only in investments described in clause (e) of this Section 7 of
this Account Pledge Agreement.

                  (b) Prior to the occurrence of an Event of Default (as
evidenced by a written notice from the Proceeds Collateral Agent to the Fund
Administrator irrespective of any notice to the contrary from the Company), the
Fund Administrator shall make investments with funds deposited in the Funds
("Investments") in or otherwise administer the Proceeds Account pursuant to the
provisions set forth in clause (e) of this Section 7 of this Account Pledge
Agreement. Upon the occurrence and during the continuation of an Event of
Default, the Proceeds Collateral Agent shall have the right to notify the Fund
Administrator of such occurrence, which notification shall be final and
conclusive evidence to the Fund Administrator that an Event of Default has
occurred (irrespective of any notice to the contrary from the Company). Within
three (3) Business Days from the date such notice is delivered to the Fund
Administrator, the Proceeds Collateral Agent shall give the Fund Administrator
further notice instructing the Fund Administrator to transfer the Pledged
Assets to an account designated by the Proceeds Collateral Agent or to
liquidate the Pledged Assets and transfer the proceeds thereof to such account.
Any such liquidation will be carried out in a commercially reasonable manner
pursuant to the standard market practice. Following such transfer, the Fund
Administrator shall have no obligations or liabilities to the Proceeds
Collateral Agent, the Secured Parties or the Company with respect to the
Pledged Assets so transferred, except to the extent that such obligations or
liabilities arise out of or are related to the gross negligence or willful
misconduct of the Fund Administrator or any of its officers, directors,
employees or agents.

                  (c) The Company and the Proceeds Collateral Agent hereby vest
the Fund Administrator with full powers to manage and invest the funds
deposited in the Proceeds Account as directed by the Company (except as
expressly otherwise provided in Section 7(b) above). Nothing contained herein
shall, however, prevent the Proceeds Collateral Agent upon the occurrence and
during the continuation of an Event of Default (as evidenced by a written
notice from the Proceeds Collateral Agent to the Fund Administrator
irrespective of any notice to the contrary from the Company) from instructing
the Fund Administrator, from time to time, as to the investment of such funds.

                  (d) The Company, the Proceeds Collateral Agent and the Fund
Administrator hereby agree that any such Investment may be liquidated (without
regard to maturity date) by the Proceeds Collateral Agent whenever necessary to
make any distribution or transfer required by this Account Pledge Agreement. In
the event of such liquidation, the Proceeds Collateral Agent may rely on the
notice provided for in Section 9(a) hereof. Neither the Fund Administrator nor,
except to the extent provided in Section 7.2 of the Qualcomm/Ericsson Note
Purchase Agreement, the Proceeds Collateral Agent, shall have any liability for
any investment loss resulting from any such liquidation of Investments.
Additionally, the Fund Administrator shall have no liability for any loss
resulting from decline in value of the Pledged Assets in response to

          Proceeds Account Pledge Agreement (Qualcomm/Ericsson NPA)
                                       11


<PAGE>   98


market fluctuations and/or defaults (credit risks), including losses of the
entire amount invested, so long as it is acting in accordance with the terms
and conditions of this Account Pledge Agreement and Applicable Law and
regulations.

         (e)      The Fund shall only make Investments in (i) marketable direct
                  obligations issued by the Government of Brazil, the Central
                  Bank or any agency thereof and backed by the full faith and
                  credit of the Government of Brazil, in each case that (A)
                  mature within ninety days from the date of acquisition
                  thereof, (B) are indexed to Dollars or are subject to a swap
                  agreement or a futures contract that has the effect of
                  indexing the principal amount thereof to Dollars and is with
                  a counterparty that is reasonably acceptable to the Proceeds
                  Collateral Agent (acting pursuant to the instructions of
                  Ericsson and Qualcomm in accordance with the
                  Qualcomm/Ericsson Note Purchase Agreement) and (C) are
                  reasonably satisfactory to the Proceeds Collateral Agent
                  (acting pursuant to the instructions of Ericsson and Qualcomm
                  in accordance with the Qualcomm/Ericsson Note Purchase
                  Agreement), (ii) certificates of deposit, in each case that
                  (A) mature within ninety days from the date of acquisition
                  thereof, (B) are subject to a swap agreement that has the
                  effect of indexing the principal amount thereof to Dollars
                  and is with a counterparty that is reasonably acceptable to
                  the Proceeds Collateral Agent (acting pursuant to the
                  instructions of Ericsson and Qualcomm in accordance with the
                  Qualcomm/Ericsson Note Purchase Agreement) and (C) is issued
                  by a financial institution reasonably acceptable to the
                  Proceeds Collateral Agent (acting pursuant to the
                  instructions of Ericsson and Qualcomm in accordance with the
                  Qualcomm/Ericsson Note Purchase Agreement); or (iii)
                  Investments approved by the Proceeds Collateral Agent (acting
                  pursuant to the instructions of Ericsson and Qualcomm in
                  accordance with the Qualcomm/Ericsson Note Purchase
                  Agreement) in its discretion; provided, however, that the
                  Fund Administrator shall have no duty to make any inquiry
                  into the authority of the Proceeds Collateral Agent to
                  approve any swap counterparty, financial institution or
                  Investment hereunder.

         (f)      The Company will indemnify the Fund Administrator or its
                  officers, directors, employees or agents against any loss,
                  liability, cost, claim, action, demand or expense (including,
                  but not limited to) all reasonable costs, charges and
                  expenses paid or incurred in disputing or defending any of
                  the foregoing) which it may incur or which may be made
                  against it arising out of or in connection with its
                  appointment hereunder or the exercise of its functions,
                  except such as may result from a breach by the Fund
                  Administrator of any provision of this Account Pledge
                  Agreement or Applicable Law, or the gross negligence or
                  willful misconduct of the Fund Administrator or any of its
                  officers, directors, employees, or agents.

          Proceeds Account Pledge Agreement (Qualcomm/Ericsson NPA)
                                       12

<PAGE>   99

8. Undertakings of the Fund Administrator. During the term of this Account
Pledge Agreement, the Fund Administrator expressly undertakes:

                  (a) To receive any and all amounts that shall be deposited by
or on behalf of the Company in the Proceeds Account, effect the transfers set
forth herein and carry on its duties for the proper management of the Proceeds
Account and each Fund.

                  (b) To operate and manage, or permit the operation and
management of, the Proceeds Account and any Fund only as authorized by this
Account Pledge Agreement.

                  (c) To insert in its computer systems, mailing documents and
any other system or documents, where required by Applicable Law, a legend
stating that the operation and management of the Proceeds Account and any Fund
shall be in accordance with the terms and conditions of this Account Pledge
Agreement.

                  (d) To invest the funds deposited in the Proceeds Account and
any Fund only in accordance with the terms and conditions of this Account
Pledge Agreement.

                 Nothing herein shall create any liabilities to the Fund
Administrator, or create any rights of the Secured Parties or the Proceeds
Collateral Agent against the Fund Administrator, other than the obligations of
the Fund Administrator to operate and manage the Pledged Assets in accordance
with the provisions of this Account Pledge Agreement and Applicable Law and
regulations.

9. Withdrawals and Transfers.

                  (a) The Company shall have no right to withdraw any cash from
the Proceeds Account or otherwise dispose of or transfer any Pledged Assets
except as expressly provided herein and in the Qualcomm/Ericsson Note Purchase
Agreement. The Company shall instruct the Fund Administrator to make
withdrawals from the Proceeds Account or to redeem any quotas of the Fund only
if no Event of Default exists and to the extent necessary to make payments for
the purposes set forth in Section 2.2(a) of the Qualcomm/Ericsson Note Purchase
Agreement, provided that such instruction shall be duly approved in writing by
the Proceeds Collateral Agent and any action by the Fund Administrator in
accordance with and in reliance on such notices shall be deemed to comply with
the terms of this Account Pledge Agreement.

                  (b) The amounts to be transferred from the Proceeds Account
or as a result of a redemption or disposition of the quotas of the Fund shall
be calculated by the Company and communicated to the Fund Administrator and the
Proceeds Collateral Agent by the Company in writing at least three (3) Business
Days prior to each date on which a transfer is to be made, which writing shall
state that (i) such transfer is being made for the purposes set forth in
Section 2.2(a) (i) through (iii) of the Qualcomm/Ericsson Note Purchase
Agreement and (ii) no Event of Default then exists.

                  (c) Not later than ten (10) days after the end of each
calendar month, the Fund Administrator shall provide the Proceeds Collateral
Agent and the Company with reports in form


           Proceeds Account Pledge Agreement (Qualcomm/Ericsson NPA)
                                       13




<PAGE>   100

and substance reasonably acceptable to the Company and the Proceeds Collateral
Agent on (i) the amounts deposited in the Proceeds Account and invested in the
Fund by the Company during the preceding month, so long as any amounts have
been deposited in, withdrawn from or transferred to or from the Proceeds
Account, as required by Applicable Law, so that the Proceeds Collateral Agent
and the Company are fully informed and updated in respect of the Proceeds
Account and the Fund, as well as of the total amounts and Investments subject
to the Lien created hereunder. The Fund Administrator shall properly maintain
such reports which shall at all times be deemed an integral part hereof as if
they were transcribed herein.

10. Rights and Powers of the Proceeds Collateral Agent Upon an Event of
Default.

                  (a) Without prejudice to any other rights of the Proceeds
Collateral Agent, if an Event of Default has occurred and is continuing, the
Proceeds Collateral Agent may give any notice (except written notice of such
Event of Default as may be required hereby or by mandatory requirements of
law), without limitation and in addition to any and all rights with respect to
the Pledged Assets granted to the Proceeds Collateral Agent or the Secured
Parties under the Qualcomm/Ericsson Note Purchase Agreement, the Common Terms
Agreement and the other Note Documents:

                           (i) personally, or by agents or attorneys,
         immediately take possession of the Pledged Assets or any part thereof,
         from the Fund Administrator, the Company or any other Person who then
         has possession of any part thereof with or without notice or process
         of law;

                           (ii) instruct the obligor or obligors on or any
         counterparties to any agreement, instrument or other obligation in
         respect of or relating to the Company or the Pledged Assets to make
         any payment required by the terms of such instrument, agreement or
         obligation directly to the Proceeds Collateral Agent or the Fund
         Administrator to be applied to the Secured Obligations in accordance
         with the terms of the Qualcomm/Ericsson Note Purchase Agreement;

                           (iii) take possession of the Pledged Assets or any
         part thereof by directing the Fund Administrator in writing to deliver
         the same to the Proceeds Collateral Agent at any place or places
         designated by the Proceeds Collateral Agent, it being understood that
         the Fund Administrator's obligation so to deliver the Pledged Assets
         is of the essence of this Account Pledge Agreement and that,
         accordingly, upon application to a court having jurisdiction, the
         Proceeds Collateral Agent shall be entitled to a judicial order
         requiring specific performance by the Fund Administrator of such
         obligation pursuant to Articles 461, 621 and 632 of the Brazilian
         Civil Procedure Code;

                           (iv) withdraw any and all cash and liquidate any and
         all Investments in the Proceeds Account or otherwise held hereunder
         and apply such cash, the liquidation proceeds of Investments and other
         cash, if any, then held in the Proceeds Account or otherwise held
         hereunder to the Secured Obligations in accordance with the terms of
         the Qualcomm/Ericsson Note Purchase Agreement; and


           Proceeds Account Pledge Agreement (Qualcomm/Ericsson NPA)
                                       14

<PAGE>   101

                           (v) sell, assign or otherwise liquidate the Pledged
         Assets or any part thereof at public or private sale, for cash, upon
         credit or for future delivery, and at such prices as the Proceeds
         Collateral Agent may deem satisfactory and take possession of the
         proceeds of any such sale or liquidation and apply the same to the
         Obligations in accordance with the terms of the Qualcomm/Ericsson Note
         Purchase Agreement.

                  (b) Promptly after the cessation of an Event of Default, the
Proceeds Collateral Agent shall send written notice of such cessation to the
Fund Administrator and the Fund Administrator shall immediately and
conclusively rely on such notice to act pursuant to the instructions it
receives from the Company with respect to the Proceeds Account.

11. Remedies. Without prejudice to any of the foregoing provisions, upon the
occurrence and during the continuation of an Event of Default, the Proceeds
Collateral Agent is hereby irrevocably authorized and entitled to dispose of,
collect, receive, appropriate and/or realize upon the Pledged Assets (or any
part thereof) and may forthwith sell, assign, give option or options to
purchase or otherwise dispose of and deliver the Pledged Assets or any part
thereof at such price and upon such terms and conditions as it may deem
appropriate, irrespective of any prior or subsequent notice to the Company, in
accordance with the provisions set forth in Article 774, Item III, of the
Brazilian Civil Code, and Article 277 of the Brazilian Commercial Code, and
apply the proceeds thus received for payment of the Secured Obligations as then
due and payable. Any notice by the Proceeds Collateral Agent that an Event of
Default has occurred and is continuing or has ceased shall be conclusive as
against the Company and all other third parties. Without limitation, upon the
occurrence and during the continuation of an Event of Default, the Proceeds
Collateral Agent shall be entitled to instruct the obligors under the
Investments constituting Pledged Assets hereunder to make payments required by
such Pledged Assets directly to the Proceeds Collateral Agent, to be applied to
the Secured Obligations as provided in the Qualcomm/Ericsson Note Purchase
Agreement. The Company hereby irrevocably appoints the Proceeds Collateral
Agent as attorney-in-fact, and for such purpose has executed and delivered to
the Proceeds Collateral Agent on the date hereof a power-of-attorney
substantially in the form of Exhibit 2 hereto. The Company agrees to deliver an
equivalent power of attorney to each successor Proceeds Collateral Agent. For
the purposes hereof, it is hereby agreed and understood that (a) the proceeds
of any such sale shall be applied in accordance with the terms of the
Qualcomm/Ericsson Note Purchase Agreement and (b) in the event of any
deficiency of the proceeds of any such sale or other realization, the Company
shall remain liable for the payment of the corresponding balance of the Secured
Obligations.

12. Amendments, Etc., with Respect to the Secured Obligations. The Company
shall remain obligated hereunder, and the Pledged Assets shall remain subject
to the security interests granted hereby at all times until termination of this
Account Pledge Agreement pursuant to Section 15, notwithstanding that, without
limitation and without any reservation of rights against the Company, and
without notice to or further assent by the Company:

                  (a) any demand for payment of any of the Secured Obligations
made by any Secured Party may be rescinded by such Secured Party in accordance
with the terms of the Qualcomm/Ericsson Note Purchase Agreement or Article 9 of
the Common Terms Agreement;

           Proceeds Account Pledge Agreement (Qualcomm/Ericsson NPA)
                                      15
<PAGE>   102

                  (b) the Common Terms Agreement, the Qualcomm/Ericsson Note
Purchase Agreement, the Notes and any Other Pari Passu Financing Document may
be amended, modified or supplemented, in whole or part, in accordance with the
terms of such agreement; and

                  (c) any guaranty, right to setoff or other collateral
security at any time held by the Proceeds Collateral Agent for the benefit of
the Secured Parties for the payment of the Secured Obligations may be sold,
exchanged, waived, surrendered or released.

13. Certain Waivers by the Company. Neither the Proceeds Collateral Agent nor
any Secured Party shall have any obligation to protect, secure, perfect or
insure any other Lien at any time held by it as security for the Secured
Obligations or any property subject thereto. The Company waives any and all
notice of the creation, renewal, extension or accrual of any of the Secured
Obligations and notice of, or proof of reliance by, the Proceeds Collateral
Agent or any Secured Party upon this Account Pledge Agreement; each of the
Secured Obligations shall conclusively be deemed to have been created,
contracted or incurred in reliance upon this Account Pledge Agreement; and all
dealings between the Company, on the one hand, and the Proceeds Collateral Agent
and the Secured Parties, on the other, shall likewise be conclusively presumed
to have been had or consummated in reliance upon this Account Pledge Agreement.
The Company waives diligence, presentment, protest, demand for payment and
notice of default or nonpayment to or upon the Company with respect to the
Secured Obligations.

14. Pursuit of Rights and Remedies Against the Company. When pursuing its
rights and remedies hereunder against the Company, the Proceeds Collateral
Agent may, but shall be under no obligation to, pursue such rights and remedies
as it may have against any third party or against any collateral security for
or Guaranty of the Secured Obligations or any right of offset with respect
thereto, and any failure by the Proceeds Collateral Agent to pursue such other
rights or remedies or to collect any payments from such third party or to
realize upon any such collateral security or Guaranty or to exercise any such
right of offset, or any release of such third party or of any such collateral
security, Guaranty or right of offset, shall not relieve the Company of any
liability hereunder, and shall not impair or affect the rights and remedies,
whether express, implied or available as a matter of law, of the Proceeds
Collateral Agent or the Secured Parties.

15. Termination and Release. When the Secured Obligations have been
indefeasibly satisfied in full, the Notes are no longer outstanding, no other
amount is then outstanding or owing to any Secured Party under any Interest
Hedge Agreement, any Note or the Qualcomm/Ericsson Note Purchase Agreement and
all Commitments under the Qualcomm/Ericsson Note Purchase Agreement have
terminated, then, and only then, shall this Account Pledge Agreement and the
security interests created hereby be released and this Account Pledge Agreement
shall terminate, at the Company's expense; otherwise, this Account Pledge
Agreement and the security interests created hereby shall remain in full force
and effect. No release of this Account Pledge Agreement, or of the Lien created
and evidenced hereby, shall be valid unless executed by the Proceeds Collateral
Agent and acknowledged by Qualcomm and Ericsson. The Proceeds Collateral Agent,
upon the Company's request, at the Company's expense and to the extent
authorized to do so by Article 7 of the Qualcomm/Ericsson Note Purchase
Agreement and in accordance with this Section 15, shall execute and deliver to
the Company all documents

           Proceeds Account Pledge Agreement (Qualcomm/Ericsson NPA)
                                       16

<PAGE>   103

reasonably necessary to evidence such release. To the fullest extent permitted
by Applicable Law, this Account Pledge Agreement shall continue to be effective
or be reinstated, as the case may be, if at any time any amount received by the
Proceeds Collateral Agent or any other Secured Party in respect of the Secured
Obligations is rescinded or must otherwise be restored or returned by the
Proceeds Collateral Agent or such Secured Party upon the insolvency,
bankruptcy, dissolution, liquidation or reorganization of the Company or upon
the appointment of any intervenor or conservator of, or agent or similar
official for, the Company or any part of its assets, or otherwise, all as
though such payments had not been made.

16. Resignation or Removal of Fund Administrator. The Fund Administrator may
resign at any time by giving at least thirty (30) days' prior written notice
thereof to the Proceeds Collateral Agent and the Company and may be removed at
any time with or without cause by the Company, or upon the occurrence and
during the continuation of an Event of Default (as evidenced by a written
notice from the Proceeds Collateral Agent to the Fund Administrator) by the
Proceeds Collateral Agent. Upon any such resignation or removal, the Company
shall have the right to appoint a successor administrator, subject to prior
approval of any such successor administrator by the Proceeds Collateral Agent
(which approval shall not be unreasonably withheld). If no successor
administrator shall have been so appointed by the Company and shall have
accepted its appointment within thirty (30) days after the resignation or
removal of the retiring Fund Administrator, the Proceeds Collateral Agent shall
have the right to appoint a successor administrator. Upon the acceptance of its
appointment as Fund Administrator, the successor administrator shall thereupon
succeed to and be vested with all the rights, powers, privileges and duties of
the retiring Fund Administrator and the retiring Fund Administrator shall be
discharged from its duties and obligations under this Account Pledge Agreement.

17. Reliance by the Fund Administrator. In acting pursuant to the terms and
conditions of this Account Pledge Agreement, the Fund Administrator shall have
no relationship of agency or trust with any of the Secured Parties or the
Proceeds Collateral Agent and need only perform the duties set out specifically
in this Account Pledge Agreement and any duties necessarily incidental thereto.
The Fund Administrator shall not be liable in respect of anything done or
suffered by it in reliance on any notice or other document reasonably believed
by it to be genuine and to have been signed by the proper authorized parties.

18. Waivers and Amendments. Notwithstanding any provisions of this Account
Pledge Agreement, no amendment of any provision of this Account Pledge Agreement
(including any waiver or consent relating thereto) shall be effective unless the
same shall have been consented to and signed in accordance with Section 8.3 of
the Qualcomm/Ericsson Note Purchase Agreement.

19. Severability. If any provision of this Account Pledge Agreement shall be
held to be invalid, illegal or unenforceable under Applicable Law in any
jurisdiction, such provision shall be ineffective only to the extent of such
invalidity, illegality or unenforceability, and shall not affect any other
provisions hereof or the validity, legality or enforceability of such provision
in any other jurisdiction. Where provisions of any Applicable Law resulting in
such prohibition or unenforceability may be waived, they are hereby waived by
the Company, the Fund Administrator


           Proceeds Account Pledge Agreement (Qualcomm/Ericsson NPA)
                                       17

<PAGE>   104

and the Proceeds Collateral Agent to the full extent permitted by Applicable
Law so that this Account Pledge Agreement shall be deemed a valid and binding
agreement, and the security interest created hereby shall constitute a
continuing first priority Lien on and perfected, first priority security
interest in the Pledged Assets, in each case enforceable against the Company in
accordance with its terms.

         20. Authority of the Proceeds Collateral Agent. The Company
acknowledges that the rights and responsibilities of the Proceeds Collateral
Agent under this Account Pledge Agreement with respect to any action taken by
the Proceeds Collateral Agent or the exercise or non-exercise by the Proceeds
Collateral Agent of any option, request, judgment or other right or remedy
provided for herein or resulting or arising out of this Account Pledge
Agreement shall, as between the Proceeds Collateral Agent and the other Secured
Parties, be governed by the Qualcomm/Ericsson Note Purchase Agreement and by
such other agreements with respect thereto as may exist from time to time among
them, but, as between the Proceeds Collateral Agent and the Company, the
Proceeds Collateral Agent shall be conclusively presumed to be acting as agent
for the Secured Parties with full and valid authority so to act or refrain from
acting, and the Company shall be under no obligation or entitlement to make any
inquiry respecting such authority.

         21. Complete Agreement; Successors and Assigns; Third-Party
Beneficiaries. This Account Pledge Agreement is intended by the parties as the
final expression of their agreement regarding the subject matter hereof and as
a complete and exclusive statement of the terms and conditions of such
agreement. This Account Pledge Agreement shall be binding upon and inure to the
benefit of the parties hereto and their respective successors and assigns. All
Secured Parties that are not signatories to this Account Pledge Agreement are
intended to be third-party beneficiaries of this Account Pledge Agreement.
Otherwise, there are no third-party beneficiaries of this Account Pledge
Agreement.

         22. Waiver of Immunity. To the extent that the Company has or
hereafter may be entitled to claim or may acquire, for itself or any of the
Pledged Assets, any immunity from suit, jurisdiction of any court or from any
legal process (whether through service of notice, attachment prior to judgment,
attachment in aid of execution, or otherwise) with respect to itself or its
property, it hereby irrevocably waives such immunity in respect of its
obligations hereunder to the extent permitted by Applicable Law.

         23. GOVERNING LAW; JURISDICTION. THIS ACCOUNT PLEDGE AGREEMENT SHALL
BE GOVERNED BY AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF
BRAZIL. THE PARTIES HERETO IRREVOCABLY SUBMIT TO THE EXCLUSIVE JURISDICTION OF
THE COURTS SITTING IN THE CITY OF RIO DE JANEIRO, BRAZIL, IN ANY ACTION OR
PROCEEDING TO RESOLVE ANY DISPUTE OR CONTROVERSY RELATED TO OR ARISING FROM
THIS ACCOUNT PLEDGE AGREEMENT AND THE PARTIES HERETO IRREVOCABLY AGREE THAT ALL
CLAIMS IN RESPECT OF SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN
SUCH COURTS.

           Proceeds Account Pledge Agreement (Qualcomm/Ericsson NPA)
                                       18
<PAGE>   105
24. No Duty on Agent's Part. The powers conferred on the Proceeds Collateral
Agent hereunder are solely to protect the Proceeds Collateral Agent's and the
Secured Parties' interests in the Pledged Assets and shall not impose any duty
upon the Proceeds Collateral Agent or on the Secured Parties to cause the
Proceeds Collateral Agent to exercise any such powers. The Proceeds Collateral
Agent shall be accountable only for amounts that it actually receives as a
result of the exercise of such powers, and neither the Proceeds Collateral
Agent nor any Secured Party nor any of its respective officers, directors,
employees or agents shall be responsible to the Company for any act or failure
to act hereunder except to the extent otherwise provided in Section 7.2 of the
Qualcomm/Ericsson Note Purchase Agreement.

25. Notices. All notices and other communications under this Account Pledge
Agreement shall be in writing and shall be personally delivered or sent by
prepaid courier, by overnight, registered or certified mail (postage prepaid),
or by facsimile, and shall be deemed given when received by the intended
recipient thereof. Unless otherwise specified in a notice sent or delivered in
accordance with Section 10.4 of the Common Terms Agreement, all notices and
other communications shall be given to the parties hereto (a) to the attention
of Brian D. Ames at the address indicated in clause (b) of the Preamble to this
Account Pledge Agreement or by facsimile to (312) 904-2084 (in the case of the
Proceeds Collateral Agent), (b) at the address (or to the facsimile number)
indicated in Schedule 10.4 of the Common Terms Agreement (in the case of the
Company) or (c) to the attention of Legal and Compliance Department at the
address indicated in clause (c) of the Preamble to this Account Pledge
Agreement or by facsimile to 55-11-821-6911 (in the case of the Fund
Administrator).

26. Survival of Agreements, Representations and Warranties. All agreements,
representations and warranties made herein shall survive the execution and
delivery of this Account Pledge Agreement and the closing and shall continue as
valid and enforceable agreements, representations and warranties (when made
hereunder) until payment and performance of any and all Secured Obligations.
Any investigation at any time made by or on behalf of the Proceeds Collateral
Agent or the Secured Parties shall not diminish the right of the Proceeds
Collateral Agent or the Secured Parties to rely thereon.

27. Specific Performance. For the purposes hereof, the Proceeds Collateral
Agent may seek the specific performance of the obligations undertaken herein by
the Company, as provided in Articles 461, 621 and 632 of the Brazilian Civil
Procedure Code.


           Proceeds Account Pledge Agreement (Qualcomm/Ericsson NPA)
                                       19

<PAGE>   106

IN WITNESS WHEREOF, the parties have caused this Proceeds Account Pledge
Agreement to be duly executed in the presence of the undersigned witnesses.

Company:
VESPER S.A.


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


Proceeds Collateral Agent:
LASALLE BANK NATIONAL ASSOCIATION


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

Fund Administrator:
BANCO DE INVESTIMENTOS CREDIT SUISSE FIRST BOSTON GARANTIA S.A.


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



Witnesses:

---------------------------------           -------------------------------
Name:                                       Name:
ID:                                         ID:


           Proceeds Account Pledge Agreement (Qualcomm/Ericsson NPA)
                                       20
<PAGE>   107

                                                                      EXHIBIT 1

                         LIST OF INVESTMENTS AND FUNDS



           Proceeds Account Pledge Agreement (Qualcomm/Ericsson NPA)
                                       21
<PAGE>   108
                                                                      EXHIBIT 2

                           FORM OF POWER OF ATTORNEY

By this Power of Attorney, Vesper S.A., a company (sociedade anonima) duly
organized and existing in accordance with the laws of the Federative Republic of
Brazil, with its head office in the City of Rio de Janeiro, State of Rio de
Janeiro at Avenida Republica do Chile, 500, 25 degrees andar, enrolled in the
Legal Entities National List of the Ministry of Finance (C.N.P.J./M.F.) under
nr. 02730101/001-43, herein represented in accordance with its Bylaws (the
"Appointer"), irrevocably constitutes and appoints LaSalle Bank National
Association, a financial institution duly organized and existing under the laws
of the United States of America (the "Proceeds Collateral Agent") as its
attorney-in-fact to act in its name and place, to the fullest extent permitted
by law and in accordance with the terms of the Account Pledge Agreement (as
defined below), to do and perform all and every act and thing whatsoever
necessary or desirable, in connection with the Proceeds Account Pledge Agreement
dated as of December 17, 1999, entered into by and among the Appointer, the
Proceeds Collateral Agent (for the benefit of the Secured Parties referred to
therein) and the Fund Administrator (as amended, supplemented or otherwise
modified from time to time, the "Account Pledge Agreement") including, without
limitation:

                           (a) upon the occurrence and during the continuation
         of an Event of Default, to dispose of, collect, receive, appropriate,
         withdraw, transfer and/or realize upon the Pledged Assets (or any part
         thereof), to forthwith sell, assign, give option or options to
         purchase or otherwise dispose of and deliver the Pledged Assets or any
         part thereof at such prices and upon such terms and conditions as it
         may deem appropriate, irrespective of any prior or subsequent notice
         to the Appointor, in accordance with the provisions set forth in
         Article 774, Item III, of the Brazilian Civil Code, and to apply the
         proceeds thus received for the payment of the Secured Obligations,
         being vested with all necessary powers incidental thereto, including,
         without limitation, the power and authority to purchase foreign
         currency and make all remittances abroad, to sign any necessary
         foreign exchange contract with financial institutions in Brazil that
         may be required to make such remittances and to represent the
         Appointer before the Central Bank and any other Brazilian Governmental
         Authority when necessary to accomplish the purposes of the Account
         Pledge Agreement;

                           (b) upon the occurrence and during the continuation
         of an Event of Default, to endorse checks, to purchase foreign
         currency with any Pledged Asset and remit such currency abroad and,
         for this purpose, to take all action in connection thereto, including,
         without limitation, to execute exchange contracts and any other
         instruments or agreements and to represent the Appointor before the
         Central Bank of Brazil and any bank or financial institution in
         Brazil;

                           (c) upon the occurrence and during the continuation
         of an Event of Default, to take all necessary actions and to execute
         any instrument before any Governmental Authority, including, without
         limitation, the Brazilian Securities and


           Proceeds Account Pledge Agreement (Qualcomm/Ericsson NPA)

                                       22
<PAGE>   109

         Exchange Commission ("CVM") and before any stock exchange, in the case
         of a public sale of the Pledged Assets following the occurrence and
         during the continuation of an Event of Default; and

                           (d) upon the occurrence and during the continuation
         of an Event of Default, to take any action and to execute any
         instrument consistent with the terms of the Account Pledge Agreement
         as the Proceeds Collateral Agent may deem necessary or advisable to
         accomplish the purposes of the Account Pledge Agreement.

Any notice by the Proceeds Collateral Agent that an Event of Default has
occurred and is continuing or has ceased shall be conclusive as against the
Fund Administrator and all third parties. Capitalized terms used, but not
defined herein, shall have the meaning ascribed to them in the Account Pledge
Agreement.

The powers granted herein are in addition to the powers granted by the
Appointer to the Proceeds Collateral Agent in the Account Pledge Agreement and
do not cancel or revoke any of such powers. This power of attorney shall be
irrevocable, valid and effective until the Account Pledge Agreement has
terminated in accordance with its terms.

Any successor Proceeds Collateral Agent shall automatically succeed to the
rights of the Proceeds Collateral Agent hereunder.

IN WITNESS WHEREOF, the Appointer has caused its duly authorized
representatives to execute this power of attorney on December 17, 1999.


Appointer:
VESPER S.A.


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



           Proceeds Account Pledge Agreement (Qualcomm/Ericsson NPA)
                                      23

<PAGE>   110
                                                                      EXHIBIT 3

                                    FORM OF
                 AMENDMENT TO PROCEEDS ACCOUNT PLEDGE AGREEMENT

This [o] Amendment to the Proceeds Account Pledge Agreement (hereinafter
referred to as this "Amendment") is made as of [o] by and among:

                  (a) Vesper S.A., a company (sociedade anonima) duly organized
and existing in accordance with the laws of the Federative Republic of Brazil,
with its head office in the City of Rio de Janeiro, State of Rio de Janeiro, at
Avenida Republica do Chile, 500, 25 degrees andar, enrolled in the Legal
Entities National List of the Ministry of Finance (C.N.P.J./M.F.) under nr.
02730101/001-43, herein represented in accordance with its Bylaws (the
"Company");

                  (b) LaSalle Bank National Association, a financial institution
duly organized and existing under the laws of the United States of America, with
its offices at 135 S. LaSalle Street, Suite 1625, Chicago, Illinois, represented
herein by its duly authorized representative, as identified and qualified in the
signature pages hereof, acting as collateral agent for Qualcomm, Ericsson and
the other Purchasers under the Qualcomm/Ericsson Note Purchase Agreement (as
defined below) (in such capacity, together with its successors in such capacity,
the "Proceeds Collateral Agent"); and

                  (c) Banco de Investimentos Credit Suisse First Boston
Garantia S.A., a financial institution duly organized and existing under the
laws of Brazil, with its registered office at Avenida Brigadeiro Faria Lima,
3064, 13th Floor, Sao Paulo - SP 01451-000, represented herein by its duly
authorized representative, as identified and qualified in the signature pages
hereof (in such capacity, together with its successors in such capacity, the
"Fund Administrator").

WHEREAS, on December 17, 1999, the parties hereto entered into a Proceeds
Account Pledge Agreement (the "Account Pledge Agreement"), registered with the
Registry of Titles and Deeds of the City of [o] under number [o];

WHEREAS, the parties hereto have agreed to amend the Account Pledge Agreement
in order to [grant to the Proceeds Collateral Agent, for the ratable benefit of
the Secured Parties, a perfected first priority security interest in the
Pledged Assets]/[extend the pledge created thereunder to secure its Obligations
assumed under the Interest Hedge Agreement dated [o] entered into between the
Company and [o] (the "Secured Interest Hedge Agreement")];

WHEREAS, pursuant to the terms hereof, the parties hereto desire to amend the
Account Pledge Agreement;

NOW, THEREFORE, the parties hereto enter into this Amendment No. __ to the
Account Pledge Agreement under the following terms and conditions:

                  1. Capitalized terms used and not otherwise defined herein
shall have the meaning ascribed to them in the Account Pledge Agreement.


             Notice of Responsible Officers (Qualcomm/Ericsson NPA)
                                       1

<PAGE>   111

                  2. The Company hereby [pledges, and transfers any additional
Pledged Assets contained in the new Exhibit 1 attached hereto (and which were
not contained in the original Exhibit 1 of the Account Pledge Agreement) to the
Proceeds Collateral Agent, for the benefit of the Secured Parties]/[extends the
pledge created under the Account Pledge Agreement to secure its Obligations
under the Secured Interest Hedge Agreement and, for the purposes hereof and of
the Account Pledge Agreement, each of the Swap Lenders party to the Secured
Interest Hedge Agreement shall be a Secured Party under the Account Pledge
Agreement].

                  3. The Company hereby represents and warrants to and in favor
of the Proceeds Collateral Agent, for the benefit of the Secured Parties that:

                           (a) The execution, delivery, performance and [grant
         of the security interest/extension of the pledge created under the
         Account Pledge Agreement] pursuant to this Amendment have been duly
         authorized by all necessary corporate action on the part of the
         Company. This Amendment has been duly executed and delivered by the
         Company. The execution, delivery, performance and [grant of the
         security interest/extension of the pledge created under the Account
         Pledge Agreement] do not and will not (i) violate any provision of any
         charter or other organizational documents of the Company, (ii)
         conflict with, result in a breach of, or constitute (or, with the
         giving of notice or lapse of time or both, would constitute) a default
         under, or, except for consents and approvals that have been obtained
         and are in full force and effect, require the approval or consent of
         any Person pursuant to, any material Contractual Obligation of the
         Company (including any provisions of any Material Contract or any
         contracts relating to Debt to which the Company is a party), or
         violate any Applicable Law binding on the Company, or (iii) result in
         the creation or imposition of any Lien upon any asset of the Company
         or any income or profits therefrom, except for the Lien
         [created/extended] hereby in favor of the Proceeds Collateral Agent,
         for the ratable benefit of the Secured Parties, under the Account
         Pledge Agreement.

                           (b) This Amendment and the Account Pledge Agreement,
         as amended hereby, each constitutes a legal, valid and binding
         obligation of the Company, enforceable against the Company in
         accordance with its terms, and the security interest
         [created/extended] hereby will, upon completion of the registrations
         required by Section 5 hereof, constitute the legal, valid and
         perfected first priority security interest in the Pledged Assets,
         enforceable in accordance with its terms against all creditors of the
         Company, in each case, except as enforcement may be limited by
         bankruptcy, insolvency, reorganization, moratorium or other similar
         laws relating to creditors' rights generally.

4. All provisions of the Account Pledge Agreement not amended or modified
herein shall remain in full force and effect in accordance with the terms of
the Account Pledge Agreement.

5. The Company, at its own cost and expense, shall, within fifteen (15) days
after the execution of this Amendment, register this Amendment, together with a
sworn translation into the Portuguese language, with the competent Registry of
Titles and Deeds (Cartorio de Registro


             Notice of Responsible Officers (Qualcomm/Ericsson NPA)
                                       2
<PAGE>   112

de Titulos e Documentos) in Brazil and deliver to the Proceeds Collateral Agent
evidence of such registration in form and substance reasonably satisfactory to
the Proceeds Collateral Agent.


             Notice of Responsible Officers (Qualcomm/Ericsson NPA)
                                       3

<PAGE>   113

         IN WITNESS WHEREOF, the undersigned have caused this Amendment No. ___
to the Proceeds Account Pledge Agreement to be executed in the presence of the
undersigned witnesses.

Company:
VESPER S.A.



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


Proceeds Collateral Agent:
LASALLE BANK NATIONAL ASSOCIATION



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


Fund Administrator:
BANCO DE INVESTIMENTOS CREDIT SUISSE FIRST BOSTON GARANTIA S.A.



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


Witnesses:



-----------------------------               -----------------------------------
Name:                                       Name:
ID:


             Notice of Responsible Officers (Qualcomm/Ericsson NPA)
                                       4
<PAGE>   114


                                                                      EXHIBIT D

                                    FORM OF
                       NOTICE OF CONVERSION/CONTINUATION


TO:      ABN AMRO BANK N.V., AS
         ADMINISTRATIVE AGENT
         ABN AMRO Bank N.V.
         Agency Services
         1325 Avenue of the Americas, 9th Floor
         New York, New York  10128
         Attention:  Linda Boardman

         Reference is hereby made to the Secured Note Purchase Agreement, dated
as of December 13, 1999 (as the same may be amended, supplemented, replaced,
renewed or otherwise modified from time to time, the "Note Purchase Agreement")
by and among VESPER S.A., a sociedade anonima organized under the laws of
Brazil (the "Company"); ABN AMRO BANK N.V. ("ABN AMRO") and QUALCOMM
INCORPORATED, as initial Purchasers; the financial institutions and other
entities that either now or in the future are parties thereto as Purchasers;
ABN AMRO, as administrative agent for the Purchasers (in such capacity, ABN
AMRO or any successor in such capacity is referred to herein as the
"Administrative Agent"); and TELEFONAKTIEBOLAGET LM ERICSSON (PUBL.),
individually.

         Capitalized terms used but not defined herein have the meanings
assigned to them in the Note Purchase Agreement (including terms defined
therein by reference to the Common Terms Agreement (as defined therein)).

         Pursuant to Section 2.3(c) of the Note Purchase Agreement:

         {FOR CONVERSION OF BASE RATE INTO EURO-DOLLAR RATE}

         The Company hereby requests to convert $_______________ of presently
outstanding Base Rate Notes on ______________, ____ into Euro-Dollar Rate Notes
with an Interest Period of ___________ month(s) expiring on ______________,
_________. Evidence of the Prior Approval for the requested conversion is
attached as an appendix hereto.

         {FOR CONVERSION OF EURO-DOLLAR RATE INTO BASE RATE}

         The Company hereby requests to convert $_______________ of presently
outstanding Euro-Dollar Rate Notes, with an Interest Period of ___________
expiring on ______________, ____ into Base Rate Notes. Evidence of the Prior
Approval for the requested conversion is attached as an appendix hereto.


           Notice of Conversion/Continuation (Qualcomm/Ericsson NPA)
                                       1
<PAGE>   115

         {FOR CONTINUATION OF EURO-DOLLAR RATE}

         The Company hereby requests to continue $_______________ of presently
outstanding Euro-Dollar Rate Notes with an Interest Period of ___________
month(s) expiring on ______________, ____ as Euro-Dollar Rate Notes with an
Interest Period of ___________ month(s) expiring on ______________, _________.

         Date:                   ,     .
                -----------------  ----

                                    VESPER S.A., a sociedade anonima organized
                                    under the laws of Brazil



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


           Notice of Conversion/Continuation (Qualcomm/Ericsson NPA)
                                       2
<PAGE>   116

                                                                      EXHIBIT E

                                    FORM OF
                         COMMITMENT INCREASE AGREEMENT

                          Dated               ,
                                --------------  -----

TO:      ABN AMRO BANK N.V., AS
         ADMINISTRATIVE AGENT
         ABN AMRO Bank N.V.
         Agency Services
         1325 Avenue of the Americas, 9th Floor
         New York, New York  10128
         Attention:  Linda Boardman

         VESPER S.A.
         Avenida Republica do Chile, 500,
         25 degrees andar
         Centro Rio de Janiero - RJ
         Brazil
         Attention: Robert Birch

         Reference is hereby made to the Secured Note Purchase Agreement, dated
as of December 13, 1999 (as the same may be amended, supplemented, replaced,
renewed or otherwise modified from time to time, the "Note Purchase Agreement")
by and among VESPER S.A., a sociedade anonima organized under the laws of
Brazil (the "Company"); ABN AMRO BANK N.V. ("ABN AMRO") and QUALCOMM
INCORPORATED, as initial Purchasers; the financial institutions and other
entities that either now or in the future are parties thereto as Purchasers;
ABN AMRO, as administrative agent for the Purchasers (in such capacity, ABN
AMRO or any successor in such capacity is referred to herein as the
"Administrative Agent"); and TELEFONAKTIEBOLAGET LM ERICSSON (PUBL.),
individually.

         Capitalized terms used but not defined herein have the meanings
assigned to them in the Note Purchase Agreement (including terms defined
therein by reference to the Common Terms Agreement (as defined therein)).

         Pursuant to Section 2.5 of the Note Purchase Agreement:

         1. The undersigned Purchaser or Eligible Assignee agrees to an
increase in its Commitment of $_______________ or to a Commitment of
$_______________.



             Commitment Increase Agreement (Qualcomm/Ericsson NPA)
                                       1


<PAGE>   117

         2. The undersigned Purchaser or Eligible Assignee agrees that it shall
be a Purchaser with reference to the increase in its Commitment or to the
Commitment stated in paragraph 1 hereof.

         3. Except as is otherwise provided in Section 2.5(a) of the Note
Purchase Agreement, effective upon the due execution and delivery to the
Company and the Administrative Agent of this Commitment Increase Agreement, the
undersigned Purchaser or Eligible Assignee shall have an aggregate Commitment
of $_______________.

         4. THIS COMMITMENT INCREASE AGREEMENT SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAWS OF NEW YORK.

                                           [NAME OF PURCHASER/ELIGIBLE ASSIGNEE]


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

Accepted this _____ day of
                 ,
-----------------  ----

ABN AMRO BANK N.V., AS ADMINISTRATIVE AGENT

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

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



Accepted this _____ day of
                 ,
-----------------  ----

VESPER S.A.

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


             Commitment Increase Agreement (Qualcomm/Ericsson NPA)
                                       2

<PAGE>   118

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


             Commitment Increase Agreement (Qualcomm/Ericsson NPA)
                                       3

<PAGE>   119





                                                                      EXHIBIT F

                                    FORM OF
                            CANCELLATION CERTIFICATE

TO:      ABN AMRO BANK N.V., AS
         ADMINISTRATIVE AGENT
         ABN AMRO Bank N.V.
         Agency Services
         1325 Avenue of the Americas, 9th Floor
         New York, New York  10128
         Attention:  Linda Boardman


         QUALCOMM INCORPORATED
         5775 Morehouse Drive
         San Diego, California 92121-1714
         Attention:  Director, Finance

         TELEFONAKTIEBOLAGET LM ERICSSON
         Telefonvagen 30
         SE-126 25 Stockholm
         Sweden
         Attention:  EFC/Credit Administration

         Reference is hereby made to the Secured Note Purchase Agreement, dated
as of December 13, 1999 (as the same may be amended, supplemented, replaced,
renewed or otherwise modified from time to time, the "Note Purchase Agreement")
by and among VESPER S.A., a sociedade anonima organized under the laws of
Brazil (the "Company"), ABN AMRO BANK N.V. ("ABN AMRO") and QUALCOMM
INCORPORATED, as initial Purchasers; the financial institutions and other
entities that either now or in the future are parties thereto as Purchasers;
ABN AMRO, as administrative agent for the Purchasers (in such capacity, ABN
AMRO or any successor in such capacity is referred to herein as the
"Administrative Agent"); and TELEFONAKTIEBOLAGET LM ERICSSON (PUBL.),
individually.

         Capitalized terms used but not defined herein have the meanings
assigned to them in the Note Purchase Agreement (including terms defined
therein by reference to the Common Terms Agreement (as defined therein)).

         This Cancellation Certificate is being delivered pursuant to Section
2.5(f) of the Note Purchase Agreement. As of the date hereof, the undersigned,
in his or her capacity as chief financial officer of the Company, certifies as
follows:


                Cancellation Certificate (Qualcomm/Ericsson NPA)
                                       1

<PAGE>   120

         1. I have reviewed the terms of the Note Documents and have made, or
have caused to be made under my supervision, a review in reasonable detail of
the transactions and condition of the Company as of the date hereof.

         2. Such review has revealed that, for the reason(s) indicated below,
the Company may exercise its right, pursuant to Section 2.5(f) of the Note
Purchase Agreement, to terminate in whole or permanently reduce in part the
Commitments of the Purchasers:(1)

                  [ ] Availability of alternative funds at least equal to the
amount of the Commitments requested to be terminated or reduced.

                  [ ] The Commitments requested to be terminated or reduced are
no longer required by the Company to complete the Project.

         3. The Company has set forth, in Appendix A hereto, the reasons, in
reasonable detail, for such termination or reduction and financial projections
for the Company supporting the statements made in paragraph 2 hereof.

         4. The Company desires to terminate or reduce the Commitments of the
Purchasers as of ______________, _____, in the amount of $________________.(2)





-----------------------


(1)  Check the box indicating applicable basis for the exercise of the right to
     terminate in whole or permanently reduce in part.

(2)  Such termination or reduction to be made on a pro rata basis in an amount
     not less than the Commitment Usage of all Lenders as of the date hereof
     and in minimum amount of $5,000,000 and integral multiples of $1,000,000.



                Cancellation Certificate (Qualcomm/Ericsson NPA)
                                       2

<PAGE>   121

         The undersigned has executed this Cancellation Certificate as of the
___th day of _______________, _____.



                                    VESPER S.A., a sociedade anonima organized
                                    under the laws of Brazil



                                    By:
                                       ----------------------------------------
                                    Name:
                                         --------------------------------------
                                    Title: Chief Financial Officer


Acknowledged this _____ day of
                 ,
-----------------  ----

ABN AMRO BANK N.V., AS ADMINISTRATIVE AGENT

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


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


Accepted this _____ day of
         ,
---------  ------------

QUALCOMM INCORPORATED


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


Accepted this _____ day of
                 ,
-----------------  ----


                Cancellation Certificate (Qualcomm/Ericsson NPA)
                                       3

<PAGE>   122

TELEFONAKTIEBOLAGET
LM ERICSSON (PUBL.)

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

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

                Cancellation Certificate (Qualcomm/Ericsson NPA)
                                       4
<PAGE>   123

                                   APPENDIX A

            REASONS FOR TERMINATION/REDUCTION; FINANCIAL PROJECTIONS





                Cancellation Certificate (Qualcomm/Ericsson NPA)
                                       5
<PAGE>   124
                                                                    EXHIBIT G-1

                       FORM OF ASSIGNMENT AND ACCEPTANCE
                                 (NON-RECOURSE)

                           Dated               ,
                                 --------------  ----

TO:      ABN AMRO BANK N.V., AS
         ADMINISTRATIVE AGENT
         ABN AMRO Bank N.V.
         Agency Services
         1325 Avenue of the Americas, 9th Floor
         New York, New York  10128
         Attention:  Linda Boardman

         Reference is hereby made to the Secured Note Purchase Agreement, dated
as of December 13, 1999 (as the same may be amended, supplemented, replaced,
renewed or otherwise modified from time to time, the "Note Purchase Agreement")
by and among VESPER S.A., a sociedade anonima organized under the laws of
Brazil (the "Company"); ABN AMRO BANK N.V. ("ABN AMRO") and QUALCOMM
INCORPORATED, as initial Purchasers; the financial institutions and other
entities that either now or in the future are parties thereto as Purchasers;
ABN AMRO as administrative agent for the Purchasers (in such capacity, ABN AMRO
or any successor in such capacity is referred to herein as the "Administrative
Agent"); and TELEFONAKTIEBOLAGET LM ERICSSON (PUBL.), individually.

         Capitalized terms used but not defined herein have the meanings
assigned to them in the Note Purchase Agreement (including terms defined
therein by reference to the Common Terms Agreement (as defined therein)).

         ____________________ (the "Assignor") and __________________ (the
"Assignee") agree as follows:

         1. Subject to Section 3 below, the Assignor hereby sells and assigns
to the Assignee, and the Assignee hereby purchases and assumes from the
Assignor, WITHOUT RECOURSE, a __________% interest in and to all of the
Assignor's rights and obligations under the Note Purchase Agreement and the
other Note Documents as of the Effective Date (as defined below), including,
without limitation, such percentage interest in the Assignor's Commitment as is
in effect on the Effective Date (as defined below) and the Notes held by the
Assignor on the Effective Date, but specifically excluding all of the
Assignor's rights and obligations [***].

         2. The Assignor (a) represents and warrants that, as of the date
hereof, its Commitment (without giving effect to assignments thereof which have
not yet become effective)

[*] 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.


         Non-Recourse Assignment and Acceptance (Qualcomm/Ericsson NPA)
                                       1



<PAGE>   125


is $_____________; (b) represents and warrants that it is the legal and
beneficial owner of the interest being assigned by it hereunder and that such
interest is free and clear of any adverse claim; (c) makes no representation or
warranty and assumes no responsibility with respect to the existence, priority
or value of any Lien on any Collateral, any statements, warranties or
representations made in or in connection with the Note Purchase Agreement or
any of the other Note Documents or the execution, legality, validity,
enforceability, genuineness, sufficiency or value of the Note Purchase
Agreement, any of the other Note Documents or any other instrument or document
furnished pursuant thereto; (d) makes no representation or warranty and assumes
no responsibility with respect to the financial condition of the Company
Parties or any of their respective obligations under the Note Documents or any
other instrument or document furnished pursuant thereto; and (e) attaches the
Notes referred to in paragraph 1 above and requests that the Administrative
Agent exchange such Notes for new Notes as follows: Notes, dated ____________,
________ in the respective principal amounts of $___________________,
$___________________ and _______________ payable to the Assignor or its
registered assigns, and Notes, dated ________________________, ________ in the
respective principal amount of $_________________, $___________________ and
$___________________ payable to the Assignee or its registered assigns.

         3. The Assignee (a) confirms that it has received a copy of the Note
Purchase Agreement and the other Note Documents, together with copies of the
financial statements referred to in Section 2.1 and 4.1 of the Common Terms
Agreement prior to the date hereof and such other documents and information as
it has deemed appropriate to make its own credit analysis and decision to enter
into this Assignment and Acceptance; (b) agrees that it will, independently and
without reliance upon the Administrative Agent or any other Purchaser Party,
and based on such documents and information as it shall deem appropriate at the
time, continue to make its own credit decisions in taking or not taking action
under the Note Purchase Agreement or the other Note Documents; (c) appoints and
authorizes the Administrative Agent and the Collateral Agent to take such
actions on its behalf and to exercise such powers under the Note Documents as
are delegated to such agent by the terms thereof, together with such powers as
are reasonably incidental thereto; (d) agrees that it will perform in
accordance with their terms all of the obligations which by the terms of the
Note Purchase Agreement or the other Note Documents are required to be
performed by it as a Purchaser; (e) specifies as its address for notices the
office set forth beneath its name on the signature pages hereof; and (f)
attaches (i) in the case of an Assignee as to which, in the reasonable judgment
of such Assignee, payments under the Note Purchase Agreement or the other Note
Documents are exempt from withholding tax of the United States of America or
other applicable jurisdiction, or are subject to such tax at a reduced rate
under an applicable tax treaty, a properly completed and executed Internal
Revenue Service Form 4224 or 1001 or other applicable form, certificate or
document prescribed by the Internal Revenue Service of the United States or the
appropriate taxing authority of any relevant jurisdiction certifying as to the
Assignee's entitlement to such exemption or reduced rate with respect to all
such payments, or (ii) in the case of an Assignee as to which, in the
reasonable judgment of such Assignee, such an exemption or reduced rate of tax
is not allowable with respect to payments under the Note Purchase Agreement and
the other Note Documents, a

         Non-Recourse Assignment and Acceptance (Qualcomm/Ericsson NPA)
                                       2

<PAGE>   126

statement of the Assignee indicating that no such exemption or reduced rate is
allowable with respect to such payments.

         4. Following the execution of this Assignment and Acceptance it will
be delivered to the Administrative Agent for acceptance and recording by the
Administrative Agent, if the Administrative Agent accepts such Assignment and
Acceptance in its discretion. The effective date of this Assignment and
Acceptance shall be ____________________ or the date on which the
Administrative Agent accepts this Assignment and Acceptance, whichever is later
(the "Effective Date"). If the Administrative Agent shall fail to accept and
record this Assignment and Acceptance prior to the expiration of ____ days
after the date hereof, this Assignment and Acceptance shall be without force
and effect for any purpose, and the Assignor shall remain the owner of the
interest in the Assignor's rights and obligations under the Note Documents
purported to be sold hereby.

         5. Upon acceptance and recording by the Administrative Agent, if any,
as of the Effective Date, (a) the Assignee shall be a party to the Note
Purchase Agreement and, to the extent provided in this Assignment and
Acceptance, have the rights and obligations of a Purchaser thereunder and under
the other Note Documents and (b) the Assignor shall, to the extent provided in
this Assignment and Acceptance, relinquish its rights and be released from its
obligations under the Note Purchase Agreement and the other Note Documents.

         6. Upon such acceptance and recording, from and after the Effective
Date, the Administrative Agent shall make all payments under the Note Purchase
Agreement and the other Note Documents in respect of the interest assigned
hereby (including all payments of principal, interest and Fees) to the
Assignee. The Assignor and Assignee shall make all appropriate adjustments in
payments under the Note Purchase Agreement and the other Note Documents for
periods prior to the Effective Date directly between themselves.

         Non-Recourse Assignment and Acceptance (Qualcomm/Ericsson NPA)
                                       3

<PAGE>   127

         7. THIS ASSIGNMENT AND ACCEPTANCE SHALL BE GOVERNED BY, AND CONSTRUED
IN ACCORDANCE WITH, THE LAWS OF NEW YORK.

                                            [NAME OF ASSIGNOR]



                                            By:
                                            Name:
                                            Title:
                                            After the Effective Date:
                                              Commitment:  $
                                              Aggregate Principal Amount of
                                              Notes Outstanding:  $

                                            [NAME OF ASSIGNEE]



                                            By:
                                            Name:
                                            Title:
                                            Notice Address:
                                            After the Effective Date:
                                              Commitment:  $
                                              Aggregate Principal Amount of
                                              Notes Outstanding:  $

Accepted this _______ day of
                 ,
-----------------  ----

ABN AMRO BANK N.V., AS ADMINISTRATIVE AGENT

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


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


         Non-Recourse Assignment and Acceptance (Qualcomm/Ericsson NPA)
                                       4
<PAGE>   128
                                                                    EXHIBIT G-2


                                    FORM OF
                           ASSIGNMENT AND ACCEPTANCE
                                   (RECOURSE)



                       Dated as of               ,
                                   --------------  -----

         Reference is hereby made to (a) the Secured Note Purchase Agreement,
dated as of December 13, 1999, (as the same may be amended, supplemented,
replaced, renewed or otherwise modified from time to time, the "Note Purchase
Agreement") by and among VESPER S.A., a sociedade anonima organized under the
laws of Brazil (the "Company"), ABN AMRO BANK N.V. ("ABN AMRO") and QUALCOMM
INCORPORATED ("Qualcomm") as initial Purchasers, the financial institutions and
other entities that either now or in the future are parties thereto as
Purchasers, ABN AMRO, as Administrative Agent for the Purchasers (in such
capacity, ABN AMRO or any successor in such capacity is referred to herein as
the "Administrative Agent"), and TELEFONAKTIEBOLAGET LM ERICSSON (PUBL.)
("Ericsson"), individually, [***].

         Terms with initial capital letters used but not defined herein have
the meanings assigned to them in the Note Purchase Agreement (including terms
defined therein by reference to the Common Terms Agreement (as defined
therein)).

         ____________________ (the "Assignor") and __________________ (the
"Assignee") agree as follows:

         1. Subject to Section 3 below, the Assignor hereby sells and assigns to
the Assignee, and the Assignee hereby purchases and assumes from the Assignor,
WITH RECOURSE to [***] [the Assignor](1) to the same extent [***] with respect
to the Assignor, a __________% interest in and to all of the Assignor's rights
and obligations under [***] the Note Purchase Agreement and the other Note
Documents as of the Effective Date


-----------------------

(1)  To be used if Ericsson is the Assignor.

[*] 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.


         Non-Recourse Assignment and Acceptance (Qualcomm/Ericsson NPA)
                                       5


<PAGE>   129
(as defined below), including, without limitation, such percentage interest in
the Assignor's Commitment as is in effect on the Effective Date, the amounts
outstanding under the Notes owing to the Assignor on the Effective Date, and
the Notes held by or for the Assignor on the Effective Date.

         2. The Assignor (a) represents and warrants that, as of the date
hereof, its Commitment (without giving effect to assignments thereof which have
not yet become effective) is $_____________ and the Assignor agrees that its
Commitment shall not change during the period from the date hereof to and
including the Effective Date other than as a result hereof; (b) represents and
warrants that it is the legal and beneficial owner of the interest being
assigned by it hereunder and that such interest is free and clear of any adverse
claim; (c) makes no representation or warranty and assumes no responsibility
with respect to the existence, priority or value of any Lien on any Collateral,
any statements, warranties or representations made in or in connection with the
Note Purchase Agreement or any of the other Note Documents or the execution,
legality, validity, enforceability, genuineness, sufficiency or value of [***],
the Note Purchase Agreement or any of the other Note Documents or any other
instrument or document furnished pursuant thereto; (d) makes no representation
or warranty and assumes no responsibility with respect to the financial
condition of any of the Company Parties or [***] the performance or observance
of any of their respective obligations under the Note Documents or [***] any
other instrument or document furnished pursuant thereto; and (e) requests that
the Administrative Agent exchange the Notes referred to in paragraph 1 above on
the Effective Date for new Notes as follows: [a Note, in the principal face
amount of $___________________, payable to the Assignor or its registered
assigns, and](2) a Note, in the principal face amount of $_________________
payable to the Assignee or its registered assigns and (f) represents and
warrants that the Interest Period applicable to each Euro-Dollar Rate Note
outstanding as of the Effective Date, if any, ends on the Effective Date.

         3. The Assignee (a) confirms that it has received a copy of [***], the
Note Purchase Agreement and the other Note Documents (other than the
Administrative Agent's Letter), and the Paying Agency Agreement, together with
copies of the financial statements of the Company referred to in Section 4.1 of
the Common Terms Agreement or delivered pursuant to Section 2.1 thereof prior to
the date hereof and such other documents and information as it has deemed
appropriate to make its own credit analysis and decision to enter into this
Assignment and Acceptance; (b) agrees that it will, independently and without
reliance upon the Administrative Agent or the Collateral Agent or any other
Purchaser Party, and based on such documents and information as it shall deem
appropriate at the time, continue to make its own credit decisions in taking or
not taking action under [***], the Note Purchase Agreement


---------------------

(2)  To be used for partial assignments.

[*] 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.


         Non-Recourse Assignment and Acceptance (Qualcomm/Ericsson NPA)
                                       6


<PAGE>   130
or the other Note Documents; (c) appoints and authorizes the Administrative
Agent and the Collateral Agent to take such actions on its behalf and to
exercise such powers under the [***] Note Documents as are respectively
delegated to the Administrative Agent and the Collateral Agent by the terms
thereof, together with such powers as are reasonably incidental thereto; (d)
agrees that it will perform in accordance with their terms all of the
obligations which by the terms hereof and of the Note Purchase Agreement or the
other Note Documents are required to be performed by it as a Purchaser; (e)
specifies as its address for notices the office set forth beneath its name on
the signature pages hereof; and (f) attaches (i) in the case of an Assignee as
to which, in the reasonable judgment of such Assignee, payments under [***] the
Note Purchase Agreement or the other Note Documents are exempt from withholding
tax of the United States of America or other applicable jurisdiction, or are
subject to any such tax at a reduced rate under an applicable tax treaty, a
properly completed and executed Internal Revenue Service Form 4224 or 1001 or
other applicable form, certificate or document prescribed by the Internal
Revenue Service of the United States or the appropriate taxing authority of any
relevant jurisdiction certifying as to the Assignee's entitlement to such
exemption or reduced rate with respect to all such payments, or (ii) in the case
of an Assignee as to which, in the reasonable judgment of such Assignee, such an
exemption or reduced rate of tax is not allowable with respect to payments under
[***] the Note Purchase Agreement and the other Note Documents, a statement of
the Assignee indicating that no such exemption or reduced rate is allowable with
respect to such payments.

         4. Following the execution of this Assignment and Acceptance, it will
be delivered to the Administrative Agent for recording by the Administrative
Agent. The effective date of this Assignment and Acceptance shall be the date
first above written (the "Effective Date").

         [***]

         [5][6]. Upon recording by the Administrative Agent, as of the
Effective Date, (a) the Assignee shall be a party to the Note Purchase
Agreement and, to the extent provided in this Assignment and Acceptance, shall
have the rights and obligations of a Purchaser thereunder,

----------------

(3)  To be used to include the economic arrangements among the Assignor, the
     Assignee [***] if any.

[*] 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.

         Non-Recourse Assignment and Acceptance (Qualcomm/Ericsson NPA)
                                       7

<PAGE>   131
under the other Note Documents, [***] [, and under the Addendum], and (b) the
Assignor shall, to the extent provided in this Assignment and Acceptance,
relinquish its rights and be released from its obligations under the Note
Purchase Agreement, the other Note Documents, [***] and the Addendum].

         [6][7]. Upon recording, from and after the Effective Date, the
Administrative Agent shall make all payments under the Note Purchase Agreement
and the other Note Documents in respect of the interest assigned hereby
(including all payments of principal, interest and Fees) to the Assignee. The
Assignor and Assignee shall make all appropriate adjustments in payments under
the Note Purchase Agreement and the other Note Documents for periods prior to
the Effective Date directly between themselves.

         [7][8]. Delivery of an executed signature page hereof by telecopy
transmission from one party hereto to another shall constitute effective and
binding execution and delivery hereof by such party. This Assignment and
Acceptance may be executed by the parties hereto in any number of separate
counterparts, each of which, when so executed and delivered, shall be an
original, and all of which counterparts, taken together, shall constitute one
and the same instrument.

          [THIS ASSIGNMENT AND ACCEPTANCE CONTINUES ON THE NEXT PAGE]

[*] 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.

         Non-Recourse Assignment and Acceptance (Qualcomm/Ericsson NPA)
                                       8
<PAGE>   132

              [SIGNATURE PAGE 1 OF 5 OF ASSIGNMENT AND ACCEPTANCE]


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




[NAME OF ASSIGNOR],
as Assignor and, individually, consenting and
agreeing to the foregoing



By:
   --------------------------
Name:
Title:
Notice Address:
After the Effective Date:

Commitment:  $


         Non-Recourse Assignment and Acceptance (Qualcomm/Ericsson NPA)
                                       9

<PAGE>   133

              [SIGNATURE PAGE 2 OF 5 OF ASSIGNMENT AND ACCEPTANCE]





[NAME OF ASSIGNEE]


By:
   -----------------------
Name:
Title:
Notice Address
After the Effective Date:

Commitment:  $


         Non-Recourse Assignment and Acceptance (Qualcomm/Ericsson NPA)
                                       10

<PAGE>   134

              [SIGNATURE PAGE 3 OF 5 OF ASSIGNMENT AND ACCEPTANCE]







Accepted as of this _______ day of
                 ,
-----------------  -----:

ABN AMRO BANK N.V.,
as Administrative Agent

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

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


         Non-Recourse Assignment and Acceptance (Qualcomm/Ericsson NPA)
                                       11

<PAGE>   135

              [SIGNATURE PAGE 4 OF 5 OF ASSIGNMENT AND ACCEPTANCE]

Acknowledged and Accepted as of this ________day of
              ,      :
-------------- ------

TELEFONAKTIEBOLAGET LM
ERICSSON (PUBL.),
Individually

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







         Non-Recourse Assignment and Acceptance (Qualcomm/Ericsson NPA)
                                       12






<PAGE>   136




              [SIGNATURE PAGE 5 OF 5 OF ASSIGNMENT AND ACCEPTANCE]



Consented to, as of this ___ day of ________, ______:

VESPER S.A.

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



         Non-Recourse Assignment and Acceptance (Qualcomm/Ericsson NPA)
                                       13