Exhibit 4.3  CONFORMED
COPY  INTERCREDITOR AGREEMENT   Dated 18th March, 2004   BETWEEN  VALENTIA
TELECOMMUNICATIONS an Irish
unlimited public company as the Company
and an Obligor  EIRCOM
FUNDING, an Irish
unlimited public company  THE SENIOR
CREDITORS, HEDGING BANKS, LC ISSUER AND SHAREHOLDER  and  DEUTSCHE BANK
AG LONDON as Senior
Agent and Security Agent  relating,
inter alia, to a Senior Facility Agreement dated 18thMarch, 2004    LONDON  
   CONTENTS  Clause1.
  Definitions and
  Interpretation2.
  Ranking3.
  Undertakings4.
  Amendments5.
  Hedging Debt6.
  Warranties and
  Shareholder Claims7.
  Permitted
  Payments8.
  Turnover9.
  Subordination on Insolvency10.
  Enforcement11.
  Proceeds
  of Enforcement12.
  Enforcement
  of Security13.
  Loss Sharing14.
  Consents
  and Limits15.
  Information16.
  Subrogation17.
  Protection of Subordination18.
  Preservation
  of Debt19.
  Power of
  Attorney20.
  Expenses21.
  Changes
  to the Parties22.
  Status
  of Obligors23.
  Notices24.
  Waivers, Remedies
  Cumulative25.
  The Security Agent
  and Senior Agent26.
  Termination27.
  Severability28.
  Governing Law29.
  Jurisdiction30.
  CounterpartsSchedule1.
  The
  Obligors2.
  Senior Creditors3.
  Hedging Banks and
  Hedging Documents4.
  Shareholder5.
  Form of Deed of Accession6.
  Calculation of Hedging Debt7.
  Security Agent8.
  LC
  Issuer9.
  Amendments to Hedging
  Documents10.
  Form of ReleasePart 1
  Irish Law
  ReleasePart 2
  Release of
  English Law Security AssignmentSignatories  
   THIS
INTERCREDITOR AGREEMENTis dated 18th March, 2004 and is made BETWEEN:  (1)VALENTIA TELECOMMUNICATIONS, an Irish unlimited
public companyincorporated under the laws of Ireland (No. 298420)
(the Company);  (2)VALENTIA TELECOMMUNICATIONS, an Irish unlimited
public companyincorporated under the laws of Ireland (No. 298420) as
an Obligor (in this capacity, the Original Obligor);  (3)EIRCOM FUNDING, an Irish unlimited public
company (No. 359251)(eircom Funding);  (4)THE BANKS AND FINANCIAL INSTITUTIONSnamed in Schedule 2 as
Senior Creditors;  (5)THE BANKS AND FINANCIAL INSTITUTIONS(if any) named in
Schedule 3 as Hedging Banks;  (6)THE COMPANYnamed in Schedule 4 as the Shareholder;  (7)THE COMPANYnamed in Schedule 8 as the LC Issuer; and  (8)DEUTSCHE BANK AG LONDONas Senior Agent and Security
Agent.  IT IS AGREED AS FOLLOWS:  1.DEFINITIONS AND INTERPRETATION  1.1Definitions  In this
Agreement:  Acceleration
Eventmeans,
after the Designated Rating has been attained by the Company or any Parent and
the Security Interests created by the Combined Security Documents released in
accordance with paragraph 10(b) (Release of Security) of Schedule 7, the Senior
Agent first exercising any of its rights under clauses 23.17(b), (c)(i) or
(d) of the Senior Facility Agreement or, having exercised its rights under clause 23.17(c)(ii)
thereof, first making demand with respect to some or all of the Credits.  Additional Debtin relation to any obligation
or liability means:  (a)any refinancing, novation,
deferral or extension of any of those liabilities;  (b)any further advance made under
any agreement supplemental to any relevant Finance Document plus all related
interest, fees and costs;  (c)any claim for damages or
restitution in the event of rescission of any such liabilities or otherwise in
connection with any relevant Finance Document;  (d)any claim against any Obligor
or eircom Funding flowing from any recovery by an Obligor or eircom Funding or
any other person of a payment or discharge in respect of those liabilities on
the grounds of preference or otherwise; and  1 
   (e)any amounts (such as
post-insolvency interest) which would otherwise be included in any such
liability but for any discharge, non-provability, unenforceability or
non-allowability of the same in any Insolvency or other proceedings.  Amendmeans amend, novate, vary,
waive, supplement or the giving of any waiver, release or consent having the
same commercial effect (and Amendment and Amended shall be construed accordingly).  Appointment Datemeans the date upon which an
examiner is appointed to all or any of the Obligors.  Combined Security Documentsmeans the Trustee Security
Documents and the Hedging Security Documents.  Currency Swap Novation Datemeans the earlier of:  (a)the date on which the Company
gives a notice under Clause 5.7(c) (Currency Swap Novation); or  (b)the date on which the Senior
Agent first gives a Block Notice under Clause 7.2(c)(B) (Intercompany Debt
Payments);or  (c)the first date on which a
payment referred to in Clause 7.2(c) (Intercompany Debt Payments) falls due but
cannot be made because of Clause 7.2(c)(A) (Intercompany Debt Payments); or  (d)the date on which the Senior
Agent notifies the Company and eircom Funding the Currency Swap Novation Date
has occurred, provided that:  (i)the Senior Agent may only give
a notice under this paragraph (d) if any Senior Debt referred to in Clause
7.2(c)(A) (Intercompany Debt Payments) has not been paid for three or more
Business Days and such Senior Debt remains unpaid at the time the Senior Agent
gives notice under this paragraph (d); and  (ii)the Senior Agent must give a
notice under this paragraph (d) (if entitled to do so), if required by an
Instructing Bank Group or Hedging Banks whose share of the Hedging Debt owed by
eircom Funding (calculated in accordance with Schedule 6) aggregate more than
66 2/3 per cent. of all the Hedging Debt owed by eircom Funding (calculated in
accordance with Schedule 6).  Debtmeans any or all of the
Senior Debt, the Hedging Debt, the LC Debt, the eircom Funding Debt, the
Shareholder Debt and the Intercompany Debt, as the context requires.  Deed of Accessionmeans a deed of accession
substantially in the form of Schedule 5.  eircom Funding Debtmeans all present and future
liabilities (actual or contingent) payable or owing by the Company to eircom
Funding under or in connection with the eircom Funding Loan Agreement, in each
case whether or not liquidated and together with any Additional Debt.  eircom Funding Debt Non-Payment
Eventmeans the non-payment of any amount when due under the eircom Funding Debt (but
in the case of any amount not constituting principal, interest or fees, being
an amount in excess of 500,000).  2 
   Enforcement Datemeans the date on which an
Enforcement Event or an Acceleration Event, as applicable, first occurs.  Enforcement Eventmeans, prior to the
Designated Rating being attained by the Company or any Parent and the Security
Interests created by the Combined Security Documents being released in
accordance with paragraph 10(b) (Release of Security) of Schedule 7, the Senior
Agent first exercising any of its rights under clauses 23.17(b), (c)(i) or
(d) of the Senior Facility Agreement or, having exercised its rights under clause 23.17(c)(ii)
thereof, first making demand with respect to some or all of the Credits.  Finance Documentsmeans each or any of the
Senior Finance Documents, the Hedging Documents, the LC Documents, the
Intercompany Documents and the Shareholder Documents.  Hedging Bankmeans (a) each bank or
financial institution named in Schedule 3 (if any) in respect of any
Hedging Documents in existence at the date of this Agreement and (b) any other
Lender or Affiliate of a Lender or Allied Irish Banks, p.l.c. (or any of its
Affiliates) or another person approved by the Senior Agent which, in each case,
becomes a party to this Agreement as a Hedging Bank under Clause 5.1 (Accession
of Hedging Banks) in its capacity as provider of interest rate or currency swap
or hedging facilities to any of the Obligors.  Hedging Debtmeans all present and future
liabilities (actual or contingent) payable or owing by any Obligor (which, for
the avoidance of doubt, includes (before the Currency Swap Novation Date)
eircom Funding) to any Hedging Bank under or in connection with the Hedging
Documents, whether or not matured and whether or not liquidated, together with
any Additional Debt.  Hedging Documentmeans (a) each ISDA master
agreement, confirmation or other document evidencing any interest rate or
currency hedging facility provided by a Hedging Bank to an Obligor and/or
(before the Currency Swap Novation Date) any currency hedging facility provided
by a Hedging Bank to eircom Funding, which facility is specified in Schedule 3
or has been entered into in accordance with Clause 5.1 (Accession of
Hedging Banks) and (b) the Hedging Security Documents (collectively, the Hedging Documents) (in the case of currency hedging
facilities being limited in each case to those entered into in accordance with
any currency hedging strategy that may be agreed between the Company and the
Senior Agent).  Hedging Security Documentsmeans each guarantee or
document creating any Security Interest entered, or to be entered, into on a
bilateral basis by (a) the Company or, as the case may be, eircom Funding and
others as guarantors and chargors in favour of (b) a Hedging Bank (as same may
be amended and supplemented from time to time by a deed of accession thereto)
as security for the Hedging Debt owed to that Hedging Bank.  Indemnifiable Taxhas the meaning given to it
in the 2002 ISDA Master Agreement.  Insolvencymeans the winding-up,
bankruptcy, liquidation, dissolution, administration, examinership,
receivership, administrative receivership or re-organisation of any Obligor
(other than a re-organisation permitted by the Senior Facility Agreement), any
moratorium or judicial composition in respect of any Obligor or any analogous
proceedings affecting any Obligor in any jurisdiction outside England and
Wales.  3 
   Instructing Bank Groupmeans the Majority Bank
Creditors provided that if, at the relevant time, any Lender (or Affiliate of
it) is also a Hedging Bank then, for the purposes of calculating voting rights
under this Agreement, the Total Commitments under the Senior Facility Agreement
will be notionally increased by an aggregate amount calculated in accordance
with Schedule 6 with respect to each such Lenders (or its Affiliates)
interest in the Hedging Debt and each Lender which is a Hedging Bank (or whose
Affiliate is a Hedging Bank) will be deemed to have the aggregate amount of its
Commitments increased by the amount calculated in accordance with Schedule 6
with respect to the outstanding Hedging Debt owed to it.  Intercompany Creditormeans eircom Funding or any
Obligor to whom any Intercompany Debt may from time to time be payable or owing
(whether or not matured).  Intercompany Debtmeans all present and future
Financial Indebtedness (actual or contingent) payable or owing by any Obligor
to any other Obligor or to eircom Funding whether or not matured and whether or
not liquidated (including, but not limited to, any of the foregoing under the
eircom Funding Loan or the eircom Funding Guarantee), together in each case
with any Additional Debt, but excluding any trading liabilities arising in the
ordinary course of trading.  Intercompany Documentsmeans the eircom Funding Loan
Agreement, the eircom Funding Guarantee, and all other agreements and
instruments evidencing any Financial Indebtedness from time to time made
available by one Obligor to another Obligor.  LC Debtmeans all present and future
liabilities (actual or contingent) payable or owing by eircom Limited or Lercie
Limited to the LC Issuer under or in connection with the LC Documents whether
or not matured and whether or not liquidated, and together with any Additional
Debt (subject to the provisions of Clause 4.4 (Changes to the LC
Documents)).  Liabilities (actual or
contingent) under the LC Documents will not be LC Debt to the extent they are
covered by cash collateral or similar defeasance arrangements.  LC Documentsmeans the Reimbursement
Agreements, the LC Facility Letters and the LC Guarantees as Amended or renewed
in accordance with Clause 4.4 (Changes to the LC Documents).  LC Facility Lettersmeans, together, the letter
dated 9th January, 2004 from Bayerische Landesbank to eircom confirming the
issuance of a letter of credit facility in favour of eircom in the aggregate
amount of US$1,498,967, the letter dated 9th January, 2004, from Bayerische
Landesbank to Lercie Limited, confirming the issuance of a letter of credit
facility in favour of Lercie Limited in the aggregate amount of US$1,535,425,
the letter dated 15th September, 2003 from Bayerische Landesbank to eircom
confirming the issuance of a letter of credit facility in favour of eircom in
the aggregate amount of US$6,777,510 and the letter dated 15th September, 2003,
from Bayerische Landesbank to Lercie Limited, confirming the issuance of a
letter of credit facility in favour of Lercie Limited in the aggregate amount
of US$2,834,866.  4 
   LC Guaranteesmeans, together, the
guarantee dated 9th January, 2004 granted by the Company in favour of
Bayerische Landesbank in respect of the obligations of eircom and Lercie
Limited under the two LC Facility Letters dated 9th January, 2004 as referred
to in the definition of LC Facility Letters and the two Reimbursement
Agreements dated 9th January, 2004 as referred to in the definition of
Reimbursement Agreements and the guarantee dated 1st October 2003
granted by the Company in favour of Bayerische Landesbank in respect of the
obligations of eircom under the LC Facility Letter dated 15th
September, 2003 as referred to in the definition of LC Facility Letters and the
two Reimbursement Agreements dated 15th September, 2003 as referred
to in the definition of Reimbursement Agreements.  LC Issuermeans the Company named in
Schedule 8 (LC Issuer) in its capacity as creditor from time to time in respect
of any LC Debt and any person who becomes an LC Issuer in accordance with
Clause 21.4 (New Creditors).  Majority Bank Creditorsmeans, at any time, Senior
Creditors, the aggregate of whose shares in the Senior Debt and the undrawn
Total Commitments under the Senior Facility Agreement at that time exceed 662/3
per cent. of the aggregate of the Senior Debt and the undrawn Total Commitments
at that time.  New Swap Counterpartymeans:  (a)the Company; or  (b)such other member of the Group
(other than eircom Funding, eircom Funding Holdco, any New eircom Funding or
any New eircom Funding Holdco) which is:  (i)an Obligor whose obligations
under any Hedging Documents will be guaranteed under the guarantee referred to in
Clause 5.6 (Hedging Guarantee); and  (ii)designated as the New Swap
Counterparty in writing by the Company and the Senior Agent.  New Obligorhas the meaning given to it
in Clause 21.3 (New Obligors).  Noticemeans any notice, request,
instruction, demand or other communication.  Obligormeans:  (a)the Original Obligor;  (b)each New Obligor;  (c)(before the Currency Swap
Novation Date) eircom Funding in its capacity as party to any Hedging Document;
and  (d)eircom and ITI prior to (as
well as after) such companies becoming Obligors in accordance with clause 4.4
(Conditions subsequent) of the Senior Facility Agreement, provided that neither
eircom nor ITI shall have any obligations as Obligors under this Agreement
until it has become a New Obligor in accordance with the terms of this
Agreement.  5 
   Partymeans the Company, an
Obligor, eircom Funding, a Senior Creditor, the Security Agent, the Senior
Agent, a Hedging Bank, the LC Issuer or the Shareholder, as the context
requires.  Recoverymeans all amounts received or
recovered by any of the Senior Creditors, Hedging Banks or the LC Issuer on or
after the occurrence of an Enforcement Event in payment or on account of any
Senior Debt, Hedging Debt or LC Debt, but after deducting the reasonable costs
and expenses incurred by such Senior Creditor, Hedging Bank or the LC Issuer in
effecting such receipt or recovery.  Reimbursement Agreementsmeans, together, the
Reimbursement Agreement dated as of 9th January, 2004, between Bayerische
Landesbank, eircom and Lercie Limited, the Reimbursement Agreement dated as of
9th January, 2004, between Bayerische Landesbank and eircom, the Reimbursement
Agreement dated as of 15th September, 2003, between Bayerische Landesbank,
eircom and Lercie Limited, and the Reimbursement Agreement dated as of 15th
September, 2003, between Bayerische Landesbank and eircom (as amended on the
Refinancing Date).  Secured Creditormeans a Senior Creditor, the
LC Issuer or a Hedging Bank, as the context requires (together the Secured Creditors).  Security Agentmeans Deutsche Bank AG London
in its capacity as agent and trustee for the Senior Creditors, the Hedging
Banks and the LC Issuer of the security conferred under the Security Documents,
and any sub-agent, sub-trustee or custodian appointed by it.  Senior Agentmeans Deutsche Bank AG London
in its capacity as facility agent for the Senior Creditors under the Senior
Facility Agreement.  Senior Creditormeans each of:  (a)the banks and financial
institutions named in Schedule 2 in their capacity as Lenders and/or
Fronting Bank under the Senior Facility Agreement;  (b)the Mandated Lead Arrangers,
the Senior Agent and the Security Agent; and  (c)any successor, transferee,
replacement or assignee of any of the above.  Senior Debtmeans all present and future
liabilities (actual or contingent) payable or owing by any Obligor to any
Senior Creditor under or in connection with the Senior Finance Documents,
whether or not matured and whether or not liquidated, together with any
Additional Debt.  Senior Discharge Datemeans the date on which the
Senior Agent is satisfied that all of the Senior Debt, the LC Debt and the
Hedging Debt has been irrevocably paid and discharged and all Commitments of
the Senior Creditors and all obligations of the Hedging Banks under the Hedging
Documents have been terminated.  Senior Facility Agreementmeans the senior facility
agreement dated on or about the date of this Agreement between the Company, the
Senior Creditors, the Security Agent and the Senior Agent providing fore1,400,000,000 term and
revolving loan facilities (and includes any refinancings or replacement in
whole or part of the senior facility agreement in place on the date of this
Agreement).  6 
   Senior Finance Documentsmeans the Finance Documents
as defined in the Senior Facility Agreement, but excluding the Hedging
Documents.  Senior Subordinated Securitiesmeans thee285,000,000 and US$250,000,000
8.25 per cent.  Senior Subordinated Notes
due 2013 of eircom Funding.  Senior Subordinated Securities
Permitted Paymentsmeans the following if required by the Senior
Subordinated Securities or, before the Currency Swap Novation Date, any Hedging
Document to which eircom Funding is party:  (a)payment of cash interest,
other than the payment of interest under the Senior Subordinated Securities
which falls due for payment in US Dollars before the Currency Swap Novation
Date;  (b)the payment of euro payments
which fall due before the Currency Swap Novation Date under the Hedging
Documents to which eircom Funding is party to the extent required to generate
US Dollar funds to pay the US Dollar denominated interest referred to in
paragraph (a) above;  (c)default interest or liquidated
damages;  (d)additional amounts payable
under applicable gross up provisions under the Senior Subordinated Securities;
and  (e)the amount of all reasonable
costs and expenses (including without limitation all accountants and legal
fees) incurred in connection with all reporting, audit, regulatory, legal
compliance and related requirements in connection with the Senior Subordinated
Securities,  and for the avoidance of doubt does not
include any other payment, including payments of principal, any premium which
must be paid together with principal and any prepayment on, or redemption,
defeasance or purchase of, any Senior Subordinated Securities.  Shareholder Debtmeans all present and future
liabilities (actual or contingent) payable or owing by the Company or any other
Obligor to the Shareholder:  (a)under or in connection with
the Shareholder Documents (including, without limitation, any interest,
principal or fees);  (b)in respect of any advisory,
monitoring or management fee; or  (c)in respect of any claim for
misrepresentation or breach of undertaking,  under or in connection with the Shareholder
Documents, in each case whether or not matured and whether or not liquidated,
and together with any Additional Debt.  Shareholder Documentsmeans:  (a)this Agreement; and  (b)any Shareholder Loan
Agreement.  7 
   Shareholder Loan Agreementmeans any agreement pursuant
to which the Shareholder provides Financial Indebtedness to the Company or any
other Obligor.  Shareholdermeans the company named in
Schedule 4 (Shareholder) in its capacity as creditor from time to time in
respect of any Shareholder Debt.  Subordinated Creditorsmeans the Shareholder and the
Intercompany Creditors.  Subordinated Debtmeans the Shareholder Debt
and the Intercompany Debt.  Tax Eventhas the meaning given to it
in the 2002 ISDA Master Agreement.  Trustee Security Documentsmeans the Security Documents
as such term is defined in the Senior Facility Agreement.  Turnover Receipthas the meaning given to it
in Clause 8 (Turnover).  1.2Interpretation  (a)References to any of the
Security Agent, the Senior Agent, the Senior Creditors, the Hedging Banks, the
LC Issuer, the Obligors, eircom Funding or the Shareholder in whatever capacity
includes their respective permitted successors, assigns, replacements,
transferees and substitutes from time to time.  (b)Headings and the index are for
convenience of reference only and shall be ignored in the interpretation of
this Agreement.  (c)References to the Senior
Facility Agreement, a Senior Finance Document, a Hedging Document, an LC
Document, a Shareholder Document or an Intercompany Document or any other
document or agreement is to that document or agreement as novated, supplemented,
amended, varied, restated or replaced from time to time.  (d)In this Agreement, unless the
context otherwise requires:  (i)references to Clauses and
Schedules are to be construed as references to the clauses of, and schedules
to, this Agreement;  (ii)references to a payment includes a prepayment or a repayment and references
to pay include repay and prepay;  (iii)references to give any financial support (or similar phrases) in
connection with any Debt include, without limitation, the taking of any
participation in or in respect of such Debt, the giving of any guarantee,
indemnity or other assurance against loss in respect of such Debt, or the
making of any deposit or payment in respect of or on account of such Debt;  (iv)words importing the singular
shall include the plural, and vice versa; and  (v)references to persons shall
include any firm, body corporate, company, corporation, government, state or
agency of a state or any association or partnership (whether or not having
separate legal personality) of two or more of the foregoing.  8 
   (e)Terms defined in or whose
interpretation is provided for in the Senior Facility Agreement shall have the
same meaning when used in this Agreement (whether before or after the Senior
Discharge Date) unless separately defined or interpreted in this Agreement.  (f)In determining whether or not
an amount of Senior Debt, Hedging Debt or LC Debt has been irrevocably paid and
discharged, the Senior Agent will disregard contingent liabilities (such as the
risk of clawback flowing from a preference) except to the extent that the
Senior Agent believes (acting reasonably) that there is a reasonable likelihood
that those contingent liabilities will become actual liabilities.  (g)It is intended by the Parties
that this Agreement take effect as a deed notwithstanding that a party only
executes it under hand.  (h)It is agreed that the
obligations of the Company and eircom Funding in this Agreement are corporate
obligations of the Company and eircom Funding only and not its present or
future shareholders (the Shareholder Parties).  No liability shall attach to or be incurred
by the Shareholder Parties directly or indirectly by reason of any obligations,
agreements, covenants or representations of the Company contained in this
Agreement and the Shareholder Parties may rely on this clause and to that
extent their rights under the Contracts (Rights of Third Parties) Act 1999 are
not excluded.  1.3Existing Intercreditor
Agreement  With
effect from and including the Refinancing Date the parties to this Agreement
agree that the intercreditor agreement dated 6th August, 2003 between, inter alios, Valentia Telecommunications and Deutsche Bank
AG London as Senior Agent and Security Agent (as such terms are defined
therein) will be cancelled and be of no further force and effect.  2.RANKING  2.1Ranking of Debt  Unless
expressly provided to the contrary in this Agreement, the Debt shall rank in
right and priority of payment in the following order:  Firstthe Senior Debt, the Hedging Debt and the
LC Debt (pari passu, without any preference between themselves);  Secondthe Intercompany Debt; and  Thirdthe Shareholder Debt.  2.2Priority of Security  (a)During the continuance of this
Agreement, the Combined Security Documents shall in all respects rank pari
passu without preference for one over the other as if each has been created on
the same date and at the same time enjoyed equal priority.  (b)The order of priority set out
at paragraph (a) of this Clause 2.2 shall apply notwithstanding:  (i)the order of registration,
notice or execution of any of the Combined Security Documents;  9 
   (ii)the creation in favour of any
Secured Creditor of any further additional security over the undertaking,
properties or assets of the Obligors or eircom Funding (or any of them) or any
asset which is subject to a floating charge in any Combined Security Document
becoming subject to a security which is a fixed charge or a crystallised
floating charge;  (iii)any fluctuation in the amounts
from time to time owing to any of the Secured Creditors; or  (iv)any contrary provision of the
Senior Finance Documents, the Hedging Documents or the LC Documents.  3.UNDERTAKINGS  Except
as an Instructing Bank Group has previously agreed in writing, or to the extent
permitted by Clauses 7 (Permitted Payments), 9.2 (Procedure) or 10
(Enforcement):  (a)no Obligor will pay, or make
any distribution in respect of or on account of, or purchase, defease, redeem
or acquire, any of the Subordinated Debt in cash or in kind;  (b)no Subordinated Creditor will
demand or receive payment of, or any distribution in respect of or on account
of any Subordinated Debt in cash or kind or apply any money or property in or
towards the discharge of any Subordinated Debt;  (c)no Subordinated Creditor or
Obligor will discharge any Subordinated Debt by set-off, any right of
combination of accounts or otherwise (save to the extent such set-off occurs
automatically by operation of law and not as a result of any action or election
by such Subordinated Creditor or Obligor and any amount so set-off is subject
to Clause 8 (Turnover));  (d)no Obligor will (and each
Obligor will procure that none of its Subsidiaries will) create or permit to
subsist any Security Interest over any of its assets for any of the
Subordinated Debt, and no Subordinated Creditor will allow to exist or receive
any Security Interest, for any of the Subordinated Debt (save in either case to
the extent that such Security Interest secures Intercompany Debt (other than
any Intercompany Debt owed to eircom Funding) and the benefit of any such
Security Interest has been charged or assigned to the Secured Creditors under
the Security Documents);  (e)no Obligor will (and each
Obligor will procure that none of its Subsidiaries will) give any financial
support to any person for, in respect of or in connection with the Subordinated
Debt and no Subordinated Creditor will require or accept any such financial
support (save to the extent that such financial support is in respect of
Intercompany Debt (provided that no such financial support may be given in
respect of any Intercompany Debt owed to eircom Funding other than under the
eircom Funding Guarantee) and the benefit of any such financial support has
been assigned or charged to the Secured Creditors under the Security
Documents);  (f)no Obligor or Subordinated
Creditor will allow any of the Subordinated Debt to be evidenced by a
negotiable instrument or subordinate any of the Subordinated Debt to any other
indebtedness save (i) as provided for in this Agreement or (ii) as provided for
in the Indentures in the form approved by the Senior Agent pursuant to Clause
4.1 (Conditions precedent documents) of the Senior Facility Agreement;  10 
   (g)except as required by
applicable law, no Obligor will initiate or support or take any steps with a
view to any insolvency, liquidation, reorganisation (other than a
reorganisation on terms permitted by the Senior Facility Agreement),
administration, examination or dissolution proceedings involving an Obligor
(whether by petition, convening a meeting, voting for a resolution or
otherwise);  (h)no Obligor or Subordinated
Creditor will take or omit to take any action whereby the ranking and/or
subordination of the Subordinated Debt provided for in this Agreement may be
impaired; and  (i)no Obligor will enter into or
have outstanding any indebtedness under any Shareholder Loan Agreement unless
that Shareholder Loan Agreement is expressly subject to the terms of this
Agreement.  4.AMENDMENTS  4.1Changes to Hedging Documents  (a)Subject to the sub-paragraphs
(b) and (c) below, unless the Majority Bank Creditors have agreed to the
Amendment in writing, no Obligor or Hedging Bank will Amend the terms of any
Hedging Document:  (i)save for Amendments required
to comply with the terms of this Agreement or the Hedging Letter and save for
procedural or administrative changes which do not increase the amount or change
the currency payable by any Obligor under the original terms of any Hedging
Document or alter the due date for any payment (except as provided in
accordance with the original terms of the Hedging Documents);  (ii)to result in any Obligor
becoming liable to make an additional payment (or increase an existing payment)
under any of the Hedging Documents or to impose an additional material
obligation on any Obligor, which liability or obligation does not arise from the
original terms of the Hedging Documents; or  (iii)save for Amendments made to
the Hedging Security Documents entered into by eircom, ITI and the Company to
the extent necessary to conform such Hedging Security Documents to the Trustee
Security Documents required to be entered into by eircom, ITI and the Company
under the terms of the Senior Facility Agreement.  (b)With effect from the
Refinancing Date, the Hedging Documents in existence at the date of this
Agreement and referred to in Schedule 9 (Amendments to Hedging Documents) shall
be amended as set out in Schedule 9 (Amendments to Hedging Documents) and each
party to this Agreement hereby consents to such amendments.  (c)The Hedging Banks hereby
confirm that no Event of Default or Termination Event (as defined in any
ISDA master agreement to which it is a party) will occur under any Hedging
Document in existence at the date of this Agreement to which it is party as a
result of any member of the Group entering into the Senior Facility Agreement
(or the transactions contemplated therein) or as a result of the IPO.  11 
   4.2Changes to Intercompany
Documents  Unless
an Instructing Bank Group has agreed to the Amendment in writing, no Obligor
will Amend the terms of:  (a)the eircom Funding Loan
Agreement or the eircom Funding Guarantee (except for Amendments which do not
or could not reasonably be expected to increase the amount of payments
permitted by Clause 7.2(c) (Intercompany Debt Payments) or otherwise adversely
affect the interests of the Senior Creditors or Hedging Banks in any material
respect); or  (b)any other Intercompany
Document in a manner or to an extent such that the interests of any of the
Senior Creditors or Hedging Banks or the ranking and/or subordination
arrangements provided for in this Agreement are reasonably likely to be
materially and adversely affected.  4.3Changes to the Shareholder
Documents  Unless
an Instructing Bank Group has agreed to the Amendment in writing or except as expressly
permitted by clause 22.24 (Amendments to documents) of the Senior Facility
Agreement, neither any Obligor nor the Shareholder will Amend the terms of any
Shareholder Document in a manner or to an extent such that the interests of any
of the Secured Creditors under the Finance Documents or the ranking and/or
subordination arrangements provided for in this Agreement are reasonably likely
to be materially and adversely affected (as to which a certificate of the
Security Agent acting reasonably and in good faith shall be conclusive).  4.4Changes to LC Documents  Unless
the Majority Bank Creditors have agreed to the Amendment in writing, the LC
Issuer will not and the Company and each Obligor will procure that no member of
the Group will Amend the terms of the LC Documents or any letter of credit,
bank guarantee or equivalent instrument issued pursuant to any LC Documents if
the direct or indirect effect of the Amendment would be to:  (a)increase the aggregate
principal amount payable, or which may become payable, under the LC Documents;  (b)increase the amount of any
other payment obligation under the LC Documents or introduce any new payment
obligation under the LC Documents;  (c)extend the time for the making
of any payment under the LC Documents; or  (d)otherwise materially Amend any
of the LC Documents,  provided
that, for the avoidance of doubt, the LC Documents, or any letter of credit,
bank guarantee or equivalent instrument issued pursuant to any LC Documents may
be renewed on an annual basis on substantially the same terms as may be
required in connection with the financing of the U.S. finance leases identified
in schedule 6 (Existing Security) of the Senior Facility Agreement.  12 
   5.HEDGING DEBT  5.1Accession of Hedging Banks  A
person providing interest or currency swap or hedging facilities to any Obligor
will only be entitled to share in any of the security constituted by the
Trustee Security Documents (or have the benefit of any Hedging Security
Document) in respect of any of the liabilities or debt arising under such swap
or hedging facilities or benefit from the undertakings of the Parties to this
Agreement if:  (a)such person and such
facilities are specified in Schedule 3 (Hedging Banks and Hedging Documents);
or  (b)(i) such person is a Lender or
an Affiliate of a Lender or Allied Irish Banks, p.l.c. (or one of its
Affiliates) or another person approved by the Senior Agent , (ii) the swap or
hedging facilities being provided by such person are in accordance with the
Hedging Letter, provided that the swap or hedging facilities provided by a
Hedging Bank will be deemed to be in accordance with the Hedging Letter if the
Senior Agent gives that Hedging Bank written confirmation to that effect before
such swap or hedging facilities are entered into, and (iii) such person has
agreed to become a Hedging Bank by executing and delivering to the Security
Agent a duly completed Deed of Accession.  Upon
delivery of such a Deed of Accession to the Security Agent such person will,
subject to this Clause 5.1, acquire all its rights and assume all its
obligations as a Hedging Bank under this Agreement in relation to such swap or
hedging facilities.  5.2Undertakings
relating to Hedging Debt  Unless
the Majority Bank Creditors have previously agreed in writing:  (a)no Hedging Bank will demand
(except to terminate or close out any hedging transaction as permitted under
paragraph (b) below) or receive, and no Obligor will pay or make any
distribution in respect of, or on account of, any of the Hedging Debt in cash
or in kind, or apply any money or property in or towards the payment or
discharge of any Hedging Debt except:  (i)for scheduled payments arising
under Hedging Documents or payments arising from a termination or close out
permitted by paragraph (b)(i) below; and/or  (ii)for the proceeds of
enforcement of the Combined Security Documents received and applied in the
order permitted by Clause 11 (Proceeds of Enforcement); and/or  (iii)for proceeds received and
applied in accordance with Clause 11.2 (Attainment of Designated Rating).  (b)no Hedging Bank will exercise
any right to terminate or close out any hedging transaction under the Hedging
Documents prior to its stated maturity unless:  (i)in respect of Hedging
Documents in effect at the date of this Agreement, such termination or close
out occurs as a result of the Company complying with the requirements of the
Hedging Letter; or  13 
   (ii)in respect of any Hedging
Documents entered into after the date of this Agreement, such termination or
close out will not result in a breach of the requirements of the Hedging Letter
and is not made at a time when an Event of Default is outstanding; or  (iii)an Obligor has not paid when
due an amount of Hedging Debt and such default continues for more than twenty
Business Days after the Hedging Bank has given Notice of such default (and of
the Hedging Banks intention to terminate) to the Senior Agent; or  (iv)an Enforcement Event or an
Acceleration Event has occurred; or  (v)any liquidation, winding-up,
dissolution or bankruptcy proceedings have been formally commenced against the
Obligor which is the counterparty under such hedging transaction and have not
been discharged within twenty Business Days from the date of commencement; or  (vi)a Tax Event has occurred under
the relevant Hedging Document, save where any Obligor agrees fully to indemnify
such Hedging Bank in respect of any additional amount which such Hedging Bank
is obliged to pay in relation to or on account of an Indemnifiable Tax in
accordance with Section 2(d)(i)(4) of the 2002 ISDA Master Agreement or any
equivalent provision of any Hedging Document,  provided
that this shall not prevent (A) the partial close-out of any hedging
transaction where no payment (after netting-off any payments from the Hedging
Bank in respect of such close out) is required to be made by any member of the
Group and the requirements of subclause 22.12 (Treasury transactions) of the
Senior Facility Agreement are complied with or (B) the Company (or, before the
Currency Swap Novation Date, eircom Funding) or the relevant Hedging Bank from
electing to terminate currency hedging transactions with the Hedging Banks
after five years of their commencement at the then market value of such
currency hedging transactions, where such currency hedging transactions include
an option for such termination;  (c)none of the Hedging Debt may
be discharged by set-off, any right of combination of accounts or otherwise
except to the extent such Hedging Debt is permitted to be paid under paragraph
(a) or the proviso to paragraph (b) above; and  (d)no Obligor will (and each
Obligor will procure that none of its Subsidiaries will) create or permit to
subsist any Security Interest over any of its assets, or give any financial
support to any person, in each case for, in respect of or in connection with,
any of the Hedging Debt other than under the original terms of the Hedging
Documents or the Combined Security Documents and in accordance with the
priority and ranking specified in this Agreement.  5.3Two Way Payments  Each
Obligor and each Hedging Bank agrees that:  (a)the Hedging Documents will
provide for two way payments or payments under the Second Method in the
event of a termination of a hedging transaction whether upon a Termination
Event or an Event of Default (each as defined in the relevant Hedging
Documents);  14 
   (b)on or following the occurrence
of an Enforcement Event or an Acceleration Event if a net amount falls due from
that Hedging Bank to any Obligor, that amount shall be paid by such Hedging
Bank to the Security Agent and applied as set out in Clause 11.1 (Order of
Application); and  (c)promptly on the occurrence of
an Enforcement Event or an Acceleration Event each Hedging Bank will promptly
upon the request of the Senior Agent (acting on the instructions of an
Instructing Bank Group) exercise any rights it may have to terminate the
hedging transactions under the Hedging Documents.  5.4Hedging Documents  (a)Each Hedging Bank will provide
to the Senior Agent copies of all Hedging Documents to which it is party and
copies of all agreements and documents constituting or evidencing any hedging
facilities provided to any Obligor by that Hedging Bank.  Such agreements and documents must be in form
and substance satisfactory to the Senior Agent, acting reasonably.  (b)Each Hedging Security Document
entered into after the date of this Agreement will be in substantially the
form, mutatis mutandis, of the corresponding
Trustee Security Documents or, as the case may be, the guarantee in clause 18
(Guarantee and Indemnity) of the Senior Facility Agreement.  (c)No Hedging Security Document:  (i)may create any Security
Interest over any asset of a member of the Group that is not subject to an
equivalent Security Interest under the Trustee Security Documents (other than,
in the case of the Hedging Security Documents entered into prior to the date of
this Agreement, the assets of eircom and ITI); or  (ii)may constitute a guarantee
from any member of the Group that is not a Guarantor (other than, in the case
of the Hedging Security Documents entered into prior to the date of this
Agreement, eircom or ITI).  (d)Each Hedging Bank which is
party to a Hedging Document to which eircom Funding is party hereby confirms
receipt of notice of assignment by way of security of all of eircom Fundings
rights in respect of such Hedging Document.  5.5ISDA Form  (a)All Hedging Documents (other
than the Hedging Security Documents) will be based on 2002 standard ISDA
Agreements (or, in the event of Hedging Documents entered into before the date
of this Agreement, 1992 or 2002 standard ISDA Agreements) unless otherwise
agreed by the Senior Agent.  (b)If this proves not to be the
case, such amendments shall be made to the Hedging Documents by the relevant
Hedging Bank and Obligors as the Senior Agent (acting reasonably) considers are
necessary, in order that this Agreement may have the same effect in relation to
the hedging transactions evidenced by such Hedging Documents as it would have
had had such Hedging Documents been based on 2002 standard ISDA Agreements.  15 
   5.6Hedging Guarantee  Each
Obligor confirms that:  (a)the Hedging Banks are entitled
to rely on the guarantee in clause 18 (Guarantee and Indemnity) of the
Senior Facility Agreement granted by such Obligor (subject to any limitations
therein or in any Accession Deed by which such Obligor became party to the
Senior Facility Agreement) as if references in that clause to a Finance Party
(as defined in the Senior Facility Agreement) were references to a Hedging Bank
and as if references in that clause to an Obligor (as defined in the Senior
Facility Agreement) were references to the counterparty to the relevant Hedging
Debt; and  (b)such guarantee shall extend to
the obligations of eircom Funding under the Hedging Documents to which it is a
party as if eircom Funding was an Obligor for the purposes of the Senior
Facility Agreement.  5.7Currency Swap Novation  (a)On the Currency Swap Novation
Date:  (i)the New Swap Counterparty will
assume the rights and obligations of eircom Funding under each Hedging Document
(and under each transaction entered into thereunder) to which eircom Funding is
party in substitution for eircom Funding; and  (ii)eircom Funding will be
released from those obligations and cease to have those rights.  (b)Any assumption and release
under paragraph (a) above shall be without prejudice to the obligations of each
Obligor under (i) Clause 5.6 (Hedging Guarantee), (ii) clause 18 (Guarantees
and Indemnity) of the Senior Facility Agreement, and (iii) any other guarantee
granted by any Obligor in respect of the Hedging Documents and related
transactions affected by such assumption and release.  (c)Unless the Currency Swap
Novation Date has already occurred at the relevant time, the Company shall
promptly notify the Senior Agent in writing when it is satisfied (acting
reasonably) that the assumption and release under paragraph (a) can take place
without causing any material tax prejudice or material administrative burden
for the Group and without breaching any applicable law or regulatory requirement.  The Company shall use its reasonable efforts
to overcome any such tax prejudice, administrative burden or potential breach
of applicable law or regulation, including seeking any applicable tax clearances
or consents required under applicable law or regulation.  6.WARRANTIES AND SHAREHOLDER CLAIMS  6.1Warranties of Shareholder  The
Shareholder warrants to each Secured Creditor that:  (a)it is duly incorporated (if a
corporate person) or duly established (in any other case) and validly existing
under the laws of the place of its incorporation or formation;  (b)this Agreement is within its
powers and has been duly authorised and executed by it;  16 
   (c)it is the sole beneficial
owner of the Subordinated Debt owed to it; and  (d)subject to any general
principles of law limiting its obligations and referred to in any legal opinion
required under the Senior Facility Agreement or under this Agreement, this
Agreement constitutes its legal, valid and binding obligations, enforceable
against it in accordance with its terms and does not conflict with any law or
regulation binding on it or with its constitutional documents.  6.2Shareholder Claims  Except
as an Instructing Bank Group has previously agreed in writing neither the
Shareholder nor any Obligor will sue, claim or bring proceedings against any
Obligor for breach of any representation, warranty or undertaking made, or
under any indemnity given, by any Obligor under or in connection with the Shareholder
Documents or the transactions contemplated in the Shareholder Documents,
provided that, subject to the other terms of this Agreement, the Shareholder
may seek to enforce any such undertaking given to it by the Company in a
Shareholder Document by means of an injunction or an order for specific
performance.  6.3Time-barred claims  If any
restriction in Clause 6.2 preventing the Shareholder or an Obligor from suing,
claiming or bringing proceedings against the Company would result in the
Shareholder or Obligor being prevented from suing, claiming or taking such
proceedings by reason of the expiry of any statutory limitation period, the
Shareholder or Obligor shall be able to sue, claim or take such proceedings
against the Company, but only to the extent necessary to prevent loss of the
right to sue, claim or bring such proceedings.  7.PERMITTED PAYMENTS  7.1Shareholder
Debt Payments  Subject
to Clause 8 (Turnover), the Company may pay Permitted Distributions to the
Shareholder, subject to compliance with the requirements of clause 22.16
(Dividends) of the Senior Facility Agreement.  7.2Intercompany Debt Payments  Subject
to Clause 8 (Turnover), any Obligor shall be entitled to pay in cash or by
payment in kind any Intercompany Debt owed by it to another Obligor or to
eircom Funding (including by capitalising an amount of interest or issuing
further debt instruments) PROVIDED THAT:  (a)(unless the Senior Agent
(acting on the instructions of an Instructing Bank Group) otherwise consents in
writing) no payment of Intercompany Debt (other than, subject to the other
terms of this Agreement, under the eircom Funding Loan Agreement or any other
Intercompany Debt owed to eircom Funding by the Company) may be made if the
Senior Agent has given any notice or taken any action under clauses 23.17
(Acceleration) of the Senior Facility Agreement (or any equivalent provision in
any amendment or refinancing of the Senior Facility Agreement); and  (b)no payment on or in respect of
the eircom Funding Guarantee may be made, nor may any amount fall due for
payment under the eircom Funding Guarantee, until after the Senior Discharge
Date; and  17 
   (c)no payment of principal,
interest, fees or other amounts constituting Intercompany Debt owed to eircom
Funding shall be permitted by this Clause 7.2, except for the payment of (i)
cash interest (including any interest gross up provided for in the eircom
Funding Loan Agreement); (ii) amounts equal to any additional amounts payable
under applicable gross-up provisions of the Senior Subordinated Securities;
(iii) amounts equal to default interest or liquidated damages payments under
the Senior Subordinated Securities; (iv) an amount equal to the amount of all
reasonable costs and expenses (including without limitation all accountants
and legal fees) incurred in connection with all reporting, audit, regulatory,
legal compliance and related requirements in connection with the Senior
Subordinated Securities; or (v) the Ongoing Fee (as defined in the eircom
Funding Loan Agreement); in each case referred to in (i), (ii), (iii), (iv) or
(v) above, under and to the extent provided for in the eircom Funding Loan
Agreement but only to the extent necessary to enable eircom Funding to make Senior
Subordinated Securities Permitted Payments or (in the case of the Ongoing Fee
(as defined in the eircom Funding Loan Agreement)) to enable eircom Funding to
pay the amounts referred to in the definition of Ongoing Fee in the eircom
Funding Loan Agreement; PROVIDED THAT, except with the prior consent in writing
of the Senior Agent (acting on the instructions of an Instructing Bank Group),
the Company may not on any date make any such payments under (i), (ii), (iii),
(iv) or (v) above if:  (A)any of the Senior Debt (or in
the case of non-payment of any amounts not constituting principal, interest or
fees, Senior Debt in excess of 50,000 (when aggregated with all other amounts
unpaid)) due on or prior to such date are unpaid on such date; or  (B)following the occurrence of an
Event of Default (other than of the type specified in paragraph (A) above), the
Senior Agent (acting on the instructions of the Instructing Bank Group) serves
a written notice (a Block Notice)
on eircom Funding and the Company specifying such Event of Default, until the
earliest date on which:  I.paragraph (A) does not apply;
and  II.one of the following applies;  (a)179 days have elapsed since the service of
such Block Notice, or if earlier, where a Standstill Period (as defined in Clause
10 (Enforcement)) is in effect at any time during that 179 day period, the date
on which that Standstill Period expires; or  (b)the Senior Agent (acting on the
instructions of an Instructing Bank Group) has confirmed in writing to eircom
Funding and the Company that the relevant Event of Default has been cured or
waived by the Instructing Bank Group in writing or has ceased to exist; or  (c)the Senior Agent (acting on the
instructions of the Instructing Bank Group) by notice in writing to eircom Funding
and the Company cancels the Block Notice; or  (d)the Senior Discharge Date
occurs.  18 
   Unless
otherwise agreed by eircom Funding:  (aa)no more than one Block Notice may be served
with respect to the same particular event or circumstances whether in relation
to the same Event of Default or not, but without prejudice to the ability of
the Senior Agent to issue a Block Notice in respect of any other particular
event or set of circumstances;  (bb)a Block Notice may not be issued less than
360 days after the service of a prior Block Notice and then only to the extent
that all scheduled payments with respect to the eircom Funding Loan that have
come due have been paid in full in accordance with the terms of the eircom
Funding Loan Agreement; and  (cc)no Event of Default that existed at the
date a Block Notice was given may be the basis of a subsequent Block Notice,
unless such Event of Default has been cured or complied with for at least 180
consecutive days since the date of issue of the prior Block Notice (it being
acknowledged that any subsequent action or breach of any financial covenant for
a period ending after the date of delivery of such initial Block Notice that
would give rise to an Event of Default under any provision under which an Event
of Default previously existed or was continuing shall constitute a new Event of
Default for this purpose).  8.TURNOVER  (a)If any Hedging Bank or any
Subordinated Creditor receives or recovers a payment or distribution in cash or
in kind (including by way of set-off or combination of accounts):  (i)of, or on account of, any of
the Hedging Debt which is prohibited by Clause 5.2 (Undertakings relating to
Hedging Debt);  (ii)of, or on account of, any of
the Subordinated Debt which is not permitted by Clause 7 (Permitted
Payments); or  (iii)from (or on behalf of) any
Obligor or any other member of the Group on account of the purchase,
defeasance, redemption or acquisition of any Subordinated Debt otherwise than
to the extent permitted by Clause 7 (Permitted Payments),  (each
such payment or distribution being a Turnover Receipt)
the receiving or recovering Hedging Bank or Subordinated Creditor (as the case
may be) will promptly notify the Security Agent, will pending payment to the
Security Agent hold such Turnover Receipt on trust for the Security Agent and
the Secured Creditors and will on demand pay to the Security Agent for
application as provided in Clause 11 (Proceeds of Enforcement) an amount
determined by the Security Agent to be equal to the lesser of:  (A)the outstanding balance of the
Senior Debt and Hedging Debt; and  (B)the amount of such Turnover
Receipt,  less
the third party costs and expenses (if any) reasonably incurred by the Hedging
Bank or Subordinated Creditor concerned in receiving or recovering such
Turnover Receipt.  19 
   (b)Each Obligor shall indemnify
each Hedging Bank and Subordinated Creditor upon demand (to the extent of its
liability for the Hedging Debt or Subordinated Debt) for the amount of any
Turnover Receipt paid by it to the Security Agent and such third party costs
and expenses incurred by it, and the Hedging Debt or the Subordinated Debt (as
appropriate) will not be deemed to have been reduced or discharged in any way
or to any extent by the receipt or recovery of the relevant Turnover
Receipt.  Any claim or right of indemnity
under this paragraph shall constitute Hedging Debt (if owed to a Hedging Bank)
or otherwise Subordinated Debt.  9.SUBORDINATION ON INSOLVENCY  9.1Insolvency  If any
of the following occur in respect of an Obligor (an Insolvent
Obligor):  (a)any formal or legal step is
taken with a view to a moratorium, composition, assignment or similar
arrangement with any of its creditors;  (b)a meeting is convened for the
purpose of considering any resolution for (or to petition for or to file
documents with a court or any registrar for) its winding-up, administration,
examinership or dissolution or any such resolution is passed;  (c)any person presents a petition
or files documents with a court or registrar for its winding-up,
administration, examinership or dissolution, unless it is being contested in
good faith and with due diligence and is discharged or struck out within 20
Business Days;  (d)an order for its winding-up,
administration, examinership or dissolution is made;  (e)any liquidator, trustee in
bankruptcy, judicial custodian, compulsory manager, receiver, administrative
receiver, examiner, administrator or similar officer is appointed in respect of
it;  (f)its shareholders, directors or
other officers request the appointment of or give notice of their intention to
appoint a liquidator, trustee in bankruptcy, judicial custodian, compulsory
manager, examiner, receiver, administrative receiver, administrator or similar
officer; or  (g)any other analogous step or
procedure is taken in any jurisdiction,  the
Subordinated Debt will be subordinate in right of payment to the Senior Debt
and the Hedging Debt, and the Secured Creditors shall be entitled to receive
payment in full of all of the Senior Debt and Hedging Debt before the
Subordinated Creditors shall be entitled to any payment of the Subordinated
Debt.  9.2Procedure  If any
of the events referred to in Clause 9.1 above occurs and this Clause applies
and the Senior Discharge Date has not occurred:  (a)the Security Agent may, and is
irrevocably authorised on behalf of the Subordinated Creditors to:  20 
   (i)demand, claim, enforce and
prove for the Subordinated Debt owed by the Insolvent Obligor;  (ii)file claims and proofs, give
receipts and take any proceedings in respect of the Subordinated Debt owed by
the Insolvent Obligor which the Security Agent reasonably considers to be
necessary or desirable to recover any Subordinated Debt;  (iii)do anything which the Security
Agent reasonably considers to be necessary or desirable to recover the
Subordinated Debt owed by the Insolvent Obligor; and  (iv)receive all distributions on
the Subordinated Debt for application against the Senior Debt and the Hedging
Debt pari passu between themselves;  (b)if and to the extent that the
Security Agent is not entitled to do anything mentioned in paragraph (a)
above, each Subordinated Creditor must do so promptly as and when requested by
the Security Agent from time to time;  (c)each Subordinated Creditor
must:  (i)hold all payments and
distributions in cash or in kind subsequently received or receivable by such
Subordinated Creditor in respect of the Subordinated Debt from an Insolvent
Obligor or from any other source on trust for the Senior Creditors and the
Hedging Banks; and  (ii)pay and transfer them to the
Security Agent for application against the Senior Debt and the Hedging Debt;  (d)to the extent permitted by
applicable law, the trustee in bankruptcy, liquidator, assignee or other person
distributing the assets of an Obligor or their proceeds is directed to pay all
payments and distributions on the Subordinated Debt direct to the Security
Agent; and  (e)the Subordinated Creditors
must give any notice and do anything which the Security Agent may reasonably
require to give effect to this Clause 9.2.  9.3Distributions  (a)Each Subordinated Creditor
will, upon demand by the Security Agent, pay an amount equal to the amount of
all payments or distributions of or in respect of any Subordinated Debt in cash
or in kind received by or on behalf of it from any Insolvent Obligor (or any
liquidator, administrator, receiver or similar official of such Insolvent
Obligor or its assets) on or after the occurrence of any of the events or
circumstances referred to in Clause 9.1 to the Security Agent for application
in accordance with Clause 11 (Proceeds of Enforcement). Pending such application
the Security Agent will hold such payment on trust for the beneficiaries
entitled thereto (according to the ranking of entitlements set out in Clause 11
(Proceeds of Enforcement)).  (b)To the extent permitted by
applicable law, the trustee in bankruptcy, liquidator, administrator, receiver
or other person distributing the assets of an Insolvent Obligor or their
proceeds shall be directed to pay distributions on the Subordinated Debt,
direct to the Security Agent until the Senior Debt and the Hedging Debt have
been paid in full.  21 
   (c)The Subordinated Creditors
will give all such notices and do all such things as the Security Agent may
reasonably request to give effect to this Clause 9.3.  10.ENFORCEMENT  (a)Except as an Instructing Bank
Group has previously agreed in writing, and subject to paragraph (b), the
Subordinated Creditors must not:  (i)accelerate or make demand for
any of the Subordinated Debt or declare any of the Subordinated Debt prematurely
payable (provided that the Intercompany Creditors may request payment of any
amount of Intercompany Debt (not being under the eircom Funding Loan Agreement
or the eircom Funding Guarantee) then due but not otherwise accelerate or make
demand or take any other enforcement action in respect of any Intercompany
Debt);  (ii)enforce the Subordinated Debt
by attachment, set-off, execution or otherwise (save to the extent such set-off
occurs automatically by operation of law and not as a result of any action or
election by such Subordinated Creditor or Obligor and any amount so set-off is
subject to Clause 8 (Turnover));  (iii)except as required by
applicable law, initiate or support or take any steps with a view to:  (A)any insolvency, liquidation, reorganisation
(other than a re-organisation permitted by the Senior Facility Agreement),
administration, examination or dissolution proceedings; or  (B)any voluntary arrangement or
assignment for the benefit of creditors; or  (C)any similar proceedings,  involving
an Obligor, whether by petition, convening a meeting, voting for a resolution
or otherwise; or  (iv)sue, or bring or support any
legal proceedings, or otherwise exercise any remedy for the recovery of the
Subordinated Debt.  (b)eircom Funding may take any of
the actions (Enforcement Action) prohibited in
paragraph (a) above in relation to Intercompany Debt under the eircom Funding
Loan Agreement:  (i)if any Senior Debt has been
declared to be due and payable or due and payable on demand (and demand has
been made) under clause 23.17 (Acceleration) of the Senior Facility Agreement;
or  (ii)if any of the events referred
to in Clause 9.1(d) or (e) (or any analogous steps or procedures in any
applicable jurisdiction having valid jurisdiction over the Company) occur in
relation to the Company; or  (iii)if eircom Funding (or if any
trustee or representative is acting on its behalf, such trustee or
representative) has given notice in writing (an Enforcement
Notice) to the Senior Agent specifying that an eircom Funding Debt
Non-Payment Event has occurred and 179 days has elapsed from the date the
Senior Agent received such Enforcement Notice (the Standstill
Period) and at the end of the Standstill Period the eircom Funding
Debt Non-Payment Event is continuing unremedied and unwaived  22 
   (provided that Enforcement Action shall
only be permitted under this sub-paragraph (iii) in an amount up to the amount
of eircom Funding Debt that is the subject of such eircom Funding Debt
Non-Payment Event and only to the extent it remains unremedied or unwaived),  PROVIDED
THAT in each case any amounts received as a result of action permitted to be
taken under this Clause shall be subject to Clause 8 (Turnover).  (c)Without prejudice to paragraph
(b) above, if payment of the principal amount of the Senior Subordinated
Securities is accelerated, no payment of the principal amount outstanding under
the eircom Funding Loan Agreement may be made until ten Business Days after
eircom Funding, has given notice to the Senior Agent.  Thereafter the Company may, to the extent
eircom Funding is at the relevant time permitted to take Enforcement Action
under paragraph (b) above (and subject to Clause 8 (Turnover)), make such
principal payments at the times referred to in the eircom Funding Loan
Agreement.  11.PROCEEDS OF ENFORCEMENT  11.1Order of Application  (a)Subject to the rights of any
creditor with prior security or preferential claims, the proceeds of
enforcement of the security conferred by any of the Combined Security Documents
shall be paid to the Security Agent. 
Those proceeds and any other amounts received by the Security Agent
under any of the Finance Documents shall be applied in the following order:  Firstin payment of all costs, expenses and
liabilities (and all interest thereon as provided in the Senior Finance
Documents) reasonably incurred by or on behalf of the Security Agent (or, in
the case of Hedging Security Documents, the relevant Hedging Bank) and any receiver,
attorney or agent in connection with carrying out its duties and exercising its
powers and discretions under the Combined Security Documents or this Agreement
and the remuneration of the Security Agent and every receiver under the
Combined Security Documents;  Secondin payment of all costs and expenses
reasonably incurred by or on behalf of any Senior Creditor, the LC Issuer or
Hedging Bank in connection with such enforcement;  Thirdin payment to the Senior Agent for
application towards the balance of the Senior Debt, the Hedging Debt and the LC
Debt pari passu between themselves;  Fourththe payment of the surplus (if any) to the
Obligor concerned or other person entitled thereto.  (b)No such proceeds or amounts
shall be applied in payment of any amounts specified in any of the
sub-paragraphs in paragraph (a) above until all amounts specified in any
earlier sub-paragraph have been paid in full.  11.2Attainment
of Designated Rating  The
Parties agree that the order of application set out in Clause 11.1 above shall,
in addition to the proceeds and other amounts referred to in Clause 11.1 above,
apply, unless otherwise provided in this Agreement, to all amounts received by
the Security Agent under any of the Finance Documents after the attainment of the
Designated Rating by the Company or any Parent and the release of the Combined
Security Documents in accordance with paragraph 10(b) (Release of Security) of
Schedule 7.  23 
   11.3Good
Discharge  An
acknowledgement of receipt signed by the relevant person to whom payments are
to be made under Clause 11.1 or Clause 11.2 shall be a good discharge of
the Security Agent.  12.ENFORCEMENT OF SECURITY  12.1Enforcement Instructions  (a)Subject to Clause 12.2(b), the
Security Agent may refrain from enforcing the security conferred by the Trustee
Security Documents unless and until instructed by an Instructing Bank Group.  (b)Subject to such security
having become enforceable, an Instructing Bank Group may give or refrain from
giving instructions to the Security Agent to enforce or refrain from enforcing
the security conferred by the Trustee Security Documents as they see fit.  (c)Notwithstanding the terms of
any Hedging Document and subject to Clause 12.2(b), the Hedging Banks shall not
have any right separately to enforce any of the Hedging Security Documents (or
any other security granted by any member of the Group to secure the Hedging
Debt) or to instruct or require the Security Agent to enforce any of the Trustee
Security Documents (or any other security granted by any member of the Group to
secure the Hedging Debt), without the prior written consent of the Security
Agent acting on the instructions of an Instructing Bank Group.  12.2Enforcement of Hedging Security
Documents  (a)Each Hedging Bank hereby
unconditionally agrees with each of the other Secured Creditors that
notwithstanding the terms of the Hedging Documents, it shall not, save as
provided for in sub-paragraph (b) of this Clause 12.2, be entitled to take any
steps for the purpose of appointing a receiver under any of the Hedging
Security Documents or otherwise take possession of any of the properties or
assets charged by the Hedging Security Documents or issue any legal proceedings
to enforce them or any of them without the prior written consent of the
Security Agent acting on the instructions of an Instructing Bank Group.  (b)Each of the Secured Creditors
hereby agrees that on the Appointment Date and at any time while the
appointment of an examiner to any Obligor continues the Hedging Banks may
enforce or refrain from enforcing the security constituted by the Hedging
Security Documents provided that:  (i)all proceeds of any
enforcement of the security constituted by the Hedging Security Documents shall
be paid to the Security Agent and held by it for distribution in accordance
with Clause 11.1 (Order of Application); and  (ii)the relevant Hedging Banks
will consult with the Security Agent in relation to the enforcement of its
Hedging Security Documents and will comply with the reasonable instructions of
the Security Agent given with a view to achieving an orderly and co-ordinated
enforcement of the Hedging Security Documents and, if applicable, the Trustee
Security Documents.  (c)With effect from the
Appointment Date, each Hedging Bank party to a Hedging Security Document shall
comply with any directions of the Security Agent (acting on the instructions of
an Instructing Bank Group) involving voting for or against or accepting or
rejecting:  24 
   (i)any scheme of arrangement in
relation to an Obligor; or  (ii)any rescheduling, refinancing,
reorganisation or stand-still agreement in respect of any Obligor.  12.3Competing Instructions to
Security Agent  Any
instructions given to the Security Agent by an Instructing Bank Group (and
which are within the powers of an Instructing Bank Group) will override any
conflicting instructions given by any other Parties.  The Security Agent will be fully protected in
complying with the instructions of an Instructing Bank Group.  12.4Manner of Enforcement  (a)The Security Agent shall
enforce the security conferred by the Trustee Security Documents (if then
enforceable) in such manner as an Instructing Bank Group shall instruct
(subject to Clause 12.2(b)) or, in the absence of such instructions, as it sees
fit and, subject as required by applicable law, having regard first to the
interests of the Secured Creditors.  (b)No Senior Creditor, LC Issuer
or Hedging Bank shall be responsible to any Subordinated Creditor, Obligor or
any other person for any failure to enforce or to maximise the proceeds of any
enforcement of the security (except to the extent arising from such Senior
Creditors, LC Issuers or Hedging Banks gross negligence or wilful default),
and the Senior Creditors, LC Issuer, and Hedging Banks may cease any such
enforcement at any time.  12.5Sales by Security Agent  If:  (a)on an enforcement of any of
the Combined Security Documents, the Security Agent or a Hedging Bank (or any
receiver) sells or otherwise disposes of any asset; or  (b)an Obligor sells or otherwise
disposes of an asset at the request of an Instructing Bank Group after an Event
of Default has occurred which is continuing,  the
Security Agent may execute on behalf of each Secured Creditor and each Obligor
without the need for any further referral to or authority from such Secured
Creditor or Obligor:  (i)any release of the security
created by the Combined Security Documents over that asset; and  (ii)if such asset comprises shares
in the capital of any Obligor (or any Holding Company of it), a release of such
Obligor from all present and future liabilities (both actual and contingent and
including, without limitation, any liability to any other Obligor under the
Senior Finance Documents or the Hedging Documents by way of contribution or
indemnity) in its capacity as an Obligor under the Senior Finance Documents or
the Hedging Documents and a release of any Security Interest granted by such
Obligor over any of its assets under the Combined Security Documents,  PROVIDED
THAT the net cash proceeds of sale or disposal are applied in payment of Debt
in the order set out in Clause 11 (Proceeds of Enforcement).  25 
   Each
Secured Creditor party to this Agreement will execute such releases as the
Security Agent may reasonably require to give effect to this Clause 12.5.  No such release will affect the obligations
and liabilities of any other Obligor under the Finance Documents.  12.6Release of eircom Funding
Guarantee  If:  (a)pursuant to an enforcement of
any of the Security Documents, the Security Agent (or any receiver or
equivalent appointed on behalf of the Secured Creditors) sells or otherwise disposes
of the shares of eircom; or  (b)the shares of eircom are sold
or disposed of at the request of the Security Agent on the instructions or with
the consent of an Instructing Bank Group after an Event of Default under the
Senior Facility Agreement,  eircom
Funding shall, at the written request of the Security Agent, unconditionally
release the eircom Funding Guarantee (and eircoms obligations thereunder) and
eircom Funding undertakes to execute such releases or other documents as may be
necessary to give effect to the above mentioned release.  13.LOSS SHARING  13.1Equalisation Payments  (a)If, any Senior Creditor or
Hedging Bank or the LC Issuer (a Recovering Creditor)
makes a Recovery other than by reason of a payment from the Security Agent dealt
with under Clause 11 (Proceeds of Enforcement), then:  (i)such Recovering Creditor will
notify the Security Agent with details of such Recovery within three Business
Days of receipt or recovery;  (ii)the Security Agent will
determine in good faith whether such Recovery is in excess of the amount (the
amount of the excess being the Recovery Excess)
which such Recovering Creditor would have received had such Recovery been
effected by the Security Agent pursuant to the Combined Security Documents and
applied as provided in Clause 11 (Proceeds of Enforcement), and shall notify
such Recovering Creditor accordingly;  (iii)such Recovering Creditor will
pay an amount equal to the Recovery Excess (together with any interest accrued
(at a rate determined by the Security Agent acting reasonably) on such amount
from the date of receipt or recovery by it) to the Security Agent, retaining
the balance in pro tanto satisfaction of the amount due to it;  (iv)the Security Agent shall treat
the Recovery Excess (plus such accrued interest) as if it were the proceeds of
enforcement of the Combined Security Documents and shall deal with it in
accordance with Clause 11 (Proceeds of Enforcement); and  (v)at the option of the
Recovering Creditor (A) the liability of the relevant Obligor to such
Recovering Creditor shall be increased (or treated as not having been reduced)
by an amount equal to the Recovery Excess, or (B) such Obligor shall fully
indemnify such Recovering Creditor for the amount of the Recovery Excess.  26 
   (b)Each of the Secured Parties
agrees that any amount received or recovered by any Senior Creditor, any
Hedging Bank or the LC Issuer on or after the occurrence of an Acceleration
Event in payment or on account of any Senior Debt, Hedging Debt or LC Debt (but
after deducting the reasonable costs and expenses incurred by such Senior
Creditor, Hedging Bank or the LC Issuer in effecting such receipt or recovery)
other than by reason of a payment from the Security Agent dealt with under
Clause 11.2 (Attainment of Designated Rating), and which is in excess of the
amount which such Senior Creditor, Hedging Bank or the LC Issuer would have
received had such receipt or recovery been applied as provided by Clause 11.2
(Attainment of Designated Rating), shall be deemed to be a Recovery Excess for
the purposes of Clause 13.1 (Equalisation Payments) and the Senior Creditors,
the Hedging Banks and the LC Issuer agree to make such payments to each other
as are necessary to achieve the same effect as if such Recovery Excess had been
dealt with in accordance with Clause 11.2 (Attainment of Designated
Rating).   Any Senior Creditor, Hedging
Bank or the LC Issuer which is required to make a payment of any Recovery
Excess or part thereof to another Senior Creditor or Hedging Bank or to the LC
Issuer shall be entitled to rely on paragraph (a)(v) above in respect of that
Recovery Excess.  13.2Loss Sharing  (a)If for any reason any of the
Senior Debt, Hedging Debt or LC Debt remains undischarged and any resulting
losses are not being borne by the Senior Creditors, the Hedging Banks and the
LC Issuer pro rata to the amount which their respective Commitments or, as the
case may be, LC Debt bore to the Total Commitments and the LC Debt on the
Enforcement Date, the Senior Creditors, the Hedging Banks and the LC Issuer
shall make such payments between themselves as the Senior Agent shall require
to ensure that after taking into account such payments such losses are borne by
the Senior Creditors, the Hedging Banks and the LC Issuer pro rata to their
Commitments or, as the case may be, LC Debt.  (b)For the purpose of this Clause
13.2, (i) the Total Commitments under the Senior Facility Agreement will be
notionally increased by an aggregate amount calculated in accordance with
Schedule 6 with respect to any Hedging Banks interest in the Hedging Debt on
the Enforcement Date, and (ii) each Hedging Bank (if also a Lender) shall be
deemed to have the aggregate amount of its Commitments increased by, or (if it
is not a Lender), to have a Commitment in, the amount calculated in accordance
with Schedule 6 with respect to the Hedging Debt owed to it on the Enforcement
Date.  (c)If, before payments are made
in accordance with paragraph (a) above, the LC Debt is reduced by reason of the
reduction of any contingent liability comprised in the LC Debt, the
calculations under paragraph (a) above shall be made on the basis of the LC
Debt as so reduced.  (d)If, after payments have been
made under paragraph (a) above, any contingent liability comprised in the LC
Debt is discharged or reduced (in whole or part), other than by reason of a
payment:  (i)by the LC Issuer; or  (ii)from any cash collateral or
other defeasance structure established using any amount paid to the LC Issuer
in accordance with this Agreement on account of contingent liabilities
comprised in the LC Debt,  the LC
Issuer shall pay to the Security Agent the amount calculated by the Security
Agent as being required to put the Senior Creditors, Hedging Banks and the LC
Issuer in the same position as they would have been in had the discharge or
reduction been reflected in the  27 
   calculation
of amounts payable under paragraph (a) above (the revised calculation).  The Security Agent shall distribute the
amount received from the LC Issuer to the Senior Creditors and the Hedging
Banks in accordance with the revised calculation.  14.CONSENTS AND LIMITS  14.1Waivers  If any
waiver, release or consent is granted by the Majority Lenders (as defined in
the Senior Facility Agreement) under the Senior Finance Documents prior to the
Senior Discharge Date, a corresponding waiver, release or consent will be
deemed to have been given by the Hedging Banks, the LC Issuer and the
Subordinated Creditors (on the same terms and conditions, mutatis
mutandis) under the Hedging Documents, LC Documents, Shareholder
Documents or Intercompany Documents, as the case may be, if the transaction or
circumstance to which that waiver, release or consent relates would otherwise
breach or be a default or event of default under any such agreement or
document, PROVIDED THAT no such waiver, release or consent may extend the due
date for or reduce the amount of or change the currency of any payment due to
any Hedging Bank, the LC Issuer or any Subordinated Creditor or change the
terms by reference to which any payment is to be calculated or made under the
relevant Finance Documents.  14.2Non-Objection  No
Subordinated Creditor shall have any claim or remedy against any of the Senior
Creditors by reason of any transaction entered into between any of the Senior
Creditors and any member of the Group or any requirement or condition imposed
by or on behalf of the Senior Creditors on any member of the Group, which
breaches or is or causes a default or an event of default under any of, the
Shareholder Documents or the Intercompany Documents, as the case may be.  14.3Limit on Hedging Debt  An
obligation or liability under any interest rate swap or currency or interest
rate hedging transaction owed by any Obligor to a Hedging Bank which is not one
of the transactions or agreements specified in Schedule 3 or permitted by
Clause 5.1 (Accession of Hedging Banks) will not constitute Hedging Debt.  14.4Limit on LC Debt  An
obligation or liability under an LC Document which arises as a result of an
Amendment to an LC Document or any letter of credit, bank guarantee or
equivalent instrument issued pursuant to any LC Document which is not permitted
by Clause 4.4 (Changes to LC Documents) will not constitute LC Debt.  15.INFORMATION  15.1Amounts of Debt  Each of
the Senior Agent and the Hedging Banks and (in the case of the LC Debt) the
Company will on written request by any of the others from time to time notify
the others in writing of details of the amount of the outstanding Senior Debt,
Hedging Debt or LC Debt as the case may be, so far as known to it.  28 
   15.2Other Information  Each
Obligor authorises each of the Senior Creditors, the Hedging Banks, the LC
Issuer and the Shareholder to disclose to each other and to shareholders or
other investors in any Obligor all information relating to that Obligor, its
Subsidiaries or related entities, and coming into the possession of any of them
in connection with the Finance Documents.  16.SUBROGATION  The
Shareholder and the Obligors will not under any circumstances be subrogated to
or entitled to exercise any of the rights of the Senior Creditors, Hedging
Banks or the LC Issuer or exercise or enforce any security arising under any of
the Security Documents.  17.PROTECTION OF SUBORDINATION  17.1Continuing Subordination  The
subordination and priority provisions in this Agreement constitute a continuing
subordination and priority and benefit to the ultimate balance of the Senior
Debt and the Hedging Debt respectively regardless of any intermediate payment
or discharge of the Senior Debt or the Hedging Debt in whole or in part.  17.2Waiver of Defences  The
subordination in this Agreement and the obligations of each Subordinated
Creditor and each Obligor under this Agreement will not be affected by any act,
omission, matter or thing which, but for this provision, would reduce, release
or prejudice the subordination or any of those obligations in whole or in part,
including without limitation:  (a)any time, indulgence or waiver
granted to, or composition with, any Obligor or any other person or the release
of any other Obligor or any other person under the terms of any composition or
arrangement with any creditor of any member of the Group;  (b)the taking, variation,
compromise, exchange, renewal or release of, or refusal or neglect to perfect,
take up or enforce, any rights or remedies against, or security over assets of,
any Obligor or other person under the Senior Finance Documents, the Hedging
Documents or otherwise or any non-presentment or non-observance of any
formality or other requirement in respect of any instruments or any failure to
realise the full value of any security;  (c)any variation (however
fundamental) or replacement of any Senior Finance Document, Hedging Document or
other document;  (d)any unenforceability,
illegality, invalidity or frustration of any obligation of an Obligor or
security under the Senior Finance Documents, the Hedging Documents or any other
document or security or the failure by any member of the Group to enter into or
be bound by any Senior Finance Document or Hedging Document; or  (e)any postponement, discharge,
reduction, non-provability or other similar circumstance affecting any
obligation of any Obligor under any Senior Finance Document or Hedging Document
resulting from any insolvency, liquidation or dissolution proceedings or from
any law, regulation or order.  29 
   17.3Appropriations  Each
Senior Creditor (or any trustee or agent on their behalf) may (subject to any
provision of this Agreement or any applicable Senior Finance Documents to the
contrary):  (a)apply any cash or property
received under this Agreement or from an Obligor or any other person against
the Senior Debt owed to it, in such order as it sees fit;  (b)(if it so decides) apply any
cash or property received from an Obligor or from any other person (other than
money or property received under the Senior Finance Documents or under this
Agreement) against any liability other than the Debt owed to it; and  (c)(unless such cash or property
in the aggregate is sufficient to bring about the Senior Discharge Date if
otherwise applied in accordance with the provisions of this Agreement) hold in
a suspense account (bearing interest at a market rate usual for accounts of
that type) any cash or the net proceeds of any distribution received from the
Subordinated Creditors or the Obligors or on account of the liability of any
Subordinated Creditor or Obligor (as appropriate) under this Agreement.  18.PRESERVATION OF DEBT  In
spite of any term of this Agreement postponing, subordinating or preventing the
payment of any of the Subordinated Debt, as between the Obligors and the
Subordinated Creditors, the Subordinated Debt shall remain owing or payable
(and interest or default interest shall continue to accrue) in accordance with
the terms of the Shareholder Documents or the Intercompany Documents (as the
case may be).  No delay in exercising
rights and remedies under any of the Shareholder Documents or the Intercompany
Documents by reason of any term of this Agreement postponing, restricting or
preventing such exercise shall operate as a permanent waiver of any of those
rights and remedies.  19.POWER OF ATTORNEY  By way
of security for the obligations of each Subordinated Creditor under this
Agreement, each Subordinated Creditor irrevocably appoints the Senior Agent as
its attorney to do anything which the Subordinated Creditor (a) has authorised
the Senior Agent to do under this Agreement and (b) is required and legally
able to do by this Agreement but has failed to do for a period of 10 Business
Days after receiving notice from the Senior Agent requiring it to do so unless
such Subordinated Creditor is disputing in good faith and by appropriate
proceedings that it is required to do the thing concerned.  20.EXPENSES  20.1Enforcement Costs  Each
Obligor and each Subordinated Creditor will within five Business Days of demand
pay to each Senior Creditor, Hedging Bank or the LC Issuer the amount of all
costs and expenses properly incurred by it in connection with the enforcement
against that Obligor or Subordinated Creditor (as the case may be) of such
persons rights against it under this Agreement.  30 
   20.2Legal Expenses and Taxes  The
costs and expenses referred to above include, without limitation, the properly
incurred fees and expenses of legal advisers and any value added tax or similar
tax, and are payable in the currency in which they are incurred.  21.CHANGES TO THE PARTIES  21.1Successors and Assigns  This
Agreement is binding on the successors and assigns of the parties hereto.  21.2Obligors  No
Obligor may assign or transfer any of its rights (if any) or obligations under
this Agreement.  21.3New Obligors  If any
member of the Group (a New Obligor)
borrows, guarantees or otherwise becomes liable for any Debt, the Company will
procure that (unless such New Obligor has become party hereto by some other
means to the satisfaction of the Senior Agent acting reasonably) such New
Obligor becomes a party to this Agreement as an Obligor by the execution and
delivery to the Security Agent of a duly completed Deed of Accession (together
with such board resolutions and other corporate documentation and legal
opinions as the Security Agent may reasonably require).  21.4New Creditors  (a)No Senior Creditor, Hedging
Bank, LC Issuer or the Shareholder may:  (i)assign, transfer or dispose of
any of the Debt owing to it or its proceeds or any interest in that Debt or its
proceeds to or in favour of any person; or  (ii)assign, transfer, novate or
dispose of any of its rights or obligations under any of the Finance Documents
to any person,  unless
in the case of a Senior Creditor, Hedging Bank or LC Issuer only, that person
agrees with the Parties that it is bound by all the terms of this Agreement as
a Senior Creditor, Hedging Bank or LC Issuer, as the case may be, by executing
and delivering to the Security Agent a duly completed Deed of Accession or, in
the case of a Senior Creditor, by the execution and delivery to the Security
Agent of a Transfer Certificate.  For the
avoidance of doubt, this clause shall not prohibit a pledge or assignment by
way of security under clause 30.2(i) (Assignments and transfers by Lenders) of
the Senior Facility Agreement.  21.5Variation of Forms of Deed of
Accession  The
Security Agent and the Company may agree changes to the form of Deed of
Accession.  31 
   21.6Transfer Certificates and
Accession Deeds  Each of
the other Parties appoints:  (a)the Senior Agent as its agent
to sign on its behalf any Transfer Certificate or Accession Deed entered into
under the Senior Facility Agreement; and  (b)the Security Agent as its
agent to sign on its behalf any Deed of Accession,  in
order that each such Transfer Certificate, Accession Deed or Deed of Accession
may be supplemental to this Agreement and be binding on and enure to the
benefit of all the Parties.  21.7Validity  If any
person intended to be bound by this Agreement does not become party to it or is
not bound by it for any reason that shall not affect the rights and obligations
of the other persons party to this Agreement.  22.STATUS OF OBLIGORS  None of
the Obligors has any rights under this Agreement against any of the Senior
Creditors, Hedging Banks and the LC Issuer and none of the undertakings given
by the Senior Creditors, Hedging Banks and the LC Issuer are given (or shall be
deemed to have been given) to, or for the benefit of, the Obligors (save that
(i) after the application of any proceeds in the manner provided in the first
to third sub-paragraphs of Clause 11.1(a) (Order of Application) the Obligor
concerned or other person entitled thereto shall be entitled to any surplus
proceeds and (ii) after the attainment of the Designated Rating by the Company
or any Parent, the Company shall be entitled to request the release of the
Security Interests created by the Combined Security Documents in accordance
with and to exercise its rights under paragraph 10(b) (Release of Security) of
Schedule 7).  23.NOTICES  Every
Notice under this Agreement shall be in writing delivered personally, by first
class prepaid post or facsimile and shall be sent to the address or facsimile
number (if any is specified) of the Party, and for the attention of the
individual:  (a)applying for the purposes of
the Senior Facility Agreement in the case of Obligors or Senior Creditors; or  (b)(in the case of the Hedging
Banks, the LC Issuer and the Shareholder) set out in Schedules 3, 4 and 8
respectively; or  (c)specified in the relevant Deed
of Accession if not a Party at the date hereof,  or such
other address or facsimile number as is notified in writing by it to the
Security Agent.  Clause
36 (Notices) of the Senior Facility Agreement shall apply to all Notices given
under this Agreement.  32 
   24.WAIVERS, REMEDIES CUMULATIVE  The
rights of each Party under this Agreement:  (a)are cumulative and not
exclusive of its rights under the general law;  (b)may be waived only in writing
and specifically; and  (c)may be exercised as often as
necessary.  Delay
in exercising or non-exercise of any such right is not a waiver of that right.  25.THE SECURITY AGENT AND SENIOR
AGENT  (a)Each Senior Creditor, each
Hedging Bank and the LC Issuer irrevocably appoints the Security Agent as its
agent and trustee hereunder and with respect to the Trustee Security Documents
on the terms set out in Schedule 7.  (b)Each Obligor agrees to the
terms set out in Schedule 7. 
Without limiting the previous sentence each Obligor agrees to paragraph
11 (Conflict with Combined Security Documents) of Schedule 7.  In the event of any conflict between the
terms of Schedule 7 and the Senior Facility Agreement, the terms of Schedule 7
shall prevail.  (c)To the extent that the Senior
Agent acts under this Agreement on the instructions of an Instructing Bank
Group, the Hedging Banks appoint the Senior Agent as its agent under this
Agreement.  Such appointment is on the
terms set out in clause 24 (The Administrative Parties) of the Senior Facility
Agreement, mutatis mutandis.  26.TERMINATION  Save in
respect of any right, claim or liability arising under this Agreement prior to
the Senior Discharge Date (which right, claim or liability shall continue
notwithstanding the Senior Discharge Date or the termination referred to in
this Clause), this Agreement (other than Clause 25 (The Security Agent and
Senior Agent) and Schedule 7) shall terminate immediately after the Senior
Discharge Date.  27.SEVERABILITY  If any
provision of this Agreement is prohibited or unenforceable in any jurisdiction
in relation to any Party, such prohibition or unenforceability shall not
invalidate the remaining provisions hereof or affect the validity or
enforceability of such provision in any other jurisdiction or in relation to
any other Party.  28.GOVERNING LAW  This
Agreement is governed by English law.  33 
   29.JURISDICTION  29.1Submission  The
courts of England have jurisdiction to settle any disputes in connection with
this Agreement and accordingly each person which is, or becomes after the date
of this Agreement, a party to this Agreement submit to the jurisdiction of the
English courts.  29.2Service of Process  Without
prejudice to any other mode of service, each Obligor not incorporated in
England and Wales by its execution of this Agreement or, as applicable, the
Deed of Accession pursuant to which it became party to this Agreement:  (a)irrevocably appoints A&L
Goodbody (whose address is 4th Floor, Augustine House, 6A Austin Friars, London
EC2N 2HA) as its agent for service of process relating to any proceedings
before the English courts in connection with this Agreement or any judgment in
connection therewith;  (b)agrees that failure by a
process agent to notify it of the process will not invalidate the proceedings
concerned; and  (c)consents to the service of
process relating to any such proceedings by prepaid posting of a copy of the
process to its address for the time being applying for the purposes of Clause
23 (Notices).  29.3Forum Convenience and
Enforcement Abroad  Each
party to this Agreement:  (a)waives objection to English
courts on grounds of inconvenient forum or otherwise as regards proceedings in
connection with this Agreement;  (b)agrees that a judgment or
order of an English court in connection with this Agreement is conclusive and
binding on it and may be enforced against it in the courts of any other
jurisdiction; and  (c)to the fullest extent
permitted by law, waives any right it may have in any jurisdiction to have any
proceedings take the form of a trial by Jury.  29.4Non-exclusivity  Nothing
in this Clause 29 limits the rights of a Senior Creditor, Hedging Bank or the
LC Issuer to bring proceedings against a party to this Agreement in connection
with this Agreement:  (a)in any other court of
competent jurisdiction; or  (b)concurrently in more than one
jurisdiction.  34 
   30.COUNTERPARTS  This
Agreement may be executed in any number of counterparts and all of such
counterparts taken together shall be deemed to constitute one and the same
instrument.  This Agreement
has been executed and delivered as a deed on the date stated at the beginning
of this Agreement.  35 
   SCHEDULE
1  THE OBLIGORS  The Company  36 
   SCHEDULE
2  SENIOR CREDITORS  Citigroup Global Markets Limited Citibank International plc, Ireland Branch Deutsche Bank AG London Goldman Sachs Credit Partners L.P. Goldman Sachs International Morgan Stanley Bank  37 
   SCHEDULE
3  HEDGING BANKS AND HEDGING DOCUMENTS   Name of Bank
  
  Details of Hedging Document and initial trade 
  (if known at the date of this Agreement)Goldman
  Sachs International
  
  Amount of
  euro 100,000,000, contract rate 4.2275% in respect of the Existing FacilityThe Governor
  and Company of the Bank of Ireland
  
  Amount of
  euro 100,000,000, contract rate 4.2105% in respect of the Existing FacilityThe Governor
  and Company of the Bank of Ireland
  
  Amount of
  euro 100,000,000, contract rate 4.2808% in respect of the Existing FacilityUlster Bank
  Ireland Limited
  
  Amount of
  euro 50,000,000, contract rate 4.2750% in respect of the Existing FacilityUlster Bank
  Ireland Limited
  
  Amount of
  euro 50,000,000, contract rate 4.2750% in respect of the Existing FacilityGoldman
  Sachs International
  
  Amount of
  euro 100,000,000, contract rate 4.6250% in respect of the Existing FacilityFleet
  National Bank
  
  Amount of
  euro 50,000,000, contract rate 4.5850% in respect of the Existing FacilityThe Governor
  and Company of the Bank of Ireland
  
  Amount of
  euro 50,000,000, contract rate 4.6600% in respect of the Existing FacilityGoldman
  Sachs International
  
  Amount of
  euro 100,000,000, contract rate 4.6000% in respect of the Existing FacilityUlster Bank
  Ireland Limited
  
  Amount of
  euro 50,000,000, contract rate 4.5800% in respect of the Existing FacilityFleet
  National Bank
  
  Amount of
  euro 50,000,000, contract rate 4.5700% in respect of the Existing FacilityThe Governor
  and Company of the Bank of Ireland
  
  Amount of
  euro 50,000,000, contract rate 4.5975% in respect of the Existing FacilityUlster Bank
  Ireland Limited
  
  Amount of
  euro 25,000,000, contract rate 4.5500% in respect of the Existing FacilityUlster Bank
  Ireland Limited
  
  Amount of
  euro 25,000,000, contract rate 4.5300% in respect of the Existing FacilityGoldman
  Sachs International
  
  Amount of
  euro 50,000,000, contract rate 4.5400% in respect of the Existing Facility  38 
   Name of Bank
  
  Details of Hedging Document and initial trade 
  (if known at the date of this Agreement)Ulster Bank
  Ireland Limited
  
  Amount of
  euro 25,000,000, contract rate 4.5400% in respect of the Existing FacilityUlster Bank
  Ireland Limited
  
  Amount of
  euro 25,000,000, contract rate 4.5200% in respect of the Existing FacilityThe Governor
  and Company of the Bank of Ireland
  
  Amount of
  euro 50,000,000, contract rate 4.5600% in respect of the Existing FacilityFleet
  National Bank
  
  Amount of
  euro 50,000,000, contract rate 4.5350% in respect of the Existing FacilityDeutsche
  Bank AG
  
  US$65,000,000
  in respect of the Junior High Yield NotesDeutsche
  Bank AG
  
  US$25,000,000
  in respect of the Junior High Yield NotesThe Governor
  and Company of the Bank of Ireland
  
  US$40,000,000
  in respect of the Junior High Yield NotesUlster Bank
  Ireland Limited
  
  US$70,000,000
  in respect of the Junior High Yield NotesFleet
  National Bank
  
  US$50,000,000
  in respect of the Junior High Yield Notes  39 
   SCHEDULE
4  SHAREHOLDER   eircom Group
plc, a company incorporated in England and Wales (registered number 04827199)
(formerly known as eircom Group Limited and, prior to that, Valentia Holdings
Limited).  40 
   SCHEDULE 5  FORM OF DEED OF
ACCESSION  THIS DEED
dated
[               ], [   ]
is supplemental to an intercreditor agreement (the Intercreditor
Agreement) dated 18th March, 2004
between, inter alia, Valentia Telecommunications, an Irish unlimited public
company as the Company and as an Obligor, the Shareholder, the LC Issuer, the
Hedging Banks, the Senior Creditors and Deutsche Bank AG London as Security
Agent and Senior Agent.  Words and
expressions defined in the Intercreditor Agreement have the same meaning when
used in this Deed.  [Name of new
Obligor/Senior Creditor/Hedging Bank/LC Issuer/Senior Agent/Security Agent]
hereby agrees with each other person who is or who becomes a party to the
Intercreditor Agreement that with effect on and from the date hereof it will be
bound by the Intercreditor Agreement as [a[n]/the] *[Obligor/Senior
Creditor/Hedging Bank/LC Issuer/Senior Agent/Security Agent] as if it had been
party originally to the Intercreditor Agreement in that capacity and that it
shall perform all of the undertakings and agreements set out in the
Intercreditor Agreement and given by [a[n]/the] *[Obligor/Senior
Creditor/Hedging Bank/LC Issuer/Senior Agent/Security Agent].  [The details
of Hedging Documents and Hedging Debt covered by this Deed is as follows
[                  ]].  The address
for notices of *[Obligor/Senior Creditor/Hedging Bank/LC Issuer/Senior
Agent/Security Agent] for the purposes of Clause 23 (Notices) of the
Intercreditor Agreement is:  [                                               ].  This document
takes effect as a deed notwithstanding that the Security Agent only executes
under hand.  This Deed is
governed by English law.  [Insert
appropriate execution language]  *[                      ]
Delete as applicable  Acknowledged.  [Security
Agent]  By:  41 
   SCHEDULE
6  CALCULATION OF HEDGING DEBT  1.For interest rate hedging transactions
having remaining life of less than one year: NIL  2.For interest rate hedging transactions
having an original life in excess of one year, an amount calculated according
to the following formula:  Nominal amount
  x 2.0 (2.5 x (maturity  1)+ 3)100  where
the maturity is expressed as the number of years remaining in the life of the
transaction.  3.For currency hedging transactions, 25 per
cent of the nominal amount of the relevant transaction.  42 
   SCHEDULE
7  SECURITY AGENT  1.Appointment  1.1Each Senior Creditor, each Hedging Bank and
the LC Issuer irrevocably appoints the Security Agent to act as its agent and trustee
under this Agreement and with respect to the Trustee Security Documents, and
irrevocably authorises the Security Agent on its behalf to:  (a)enter into any and each Trustee Security
Document; and  (b)perform such duties and exercise such
rights and powers under this Agreement and the Security Documents as are
specifically delegated to the Security Agent by the terms thereof, together
with such rights, powers and discretions as are reasonably incidental thereto.  1.2The Security Agent shall have only those
duties which are expressly specified in this Agreement and/or the Trustee
Security Documents.  The Security Agents
duties under this Agreement and/or the Trustee Security Documents are of a
mechanical and administrative nature.  1.3For the avoidance of doubt, the appointment
of the Security Agent referred to in paragraph 1.1 above shall be effective,
and the Security Agent shall be entitled to perform the duties and exercise the
rights, powers and discretions referred to above, both before and after
attainment of the Designated Rating by the Company or any Parent and the
release of the Combined Security Documents in accordance with paragraph 10(b)
(Release of Security) below.  2.Terms  Save as
set out in this Schedule 7, the terms of the appointment of the Security Agent
by the Senior Creditors, the Hedging Banks and the LC Issuer are the same as
those set out in clause 24 (The Administrative Parties) of the Senior Facility
Agreement, applying mutatis mutandis
to this Agreement save that references therein to the Facility Agent or an
Administrative Party shall be deemed for the purposes of this Agreement to be
references to the Security Agent.  3.Directions of an Instructing
Bank Group  3.1Save as expressly set out in this Agreement
the Security Agent shall act in accordance with the instructions of an
Instructing Bank Group and shall be fully protected in so doing.  3.2In the absence of any such instructions
and/or any relevant contrary requirement contained in this Agreement, the
Security Agent may act or refrain from acting with respect to any right, power
or discretion and as to any matter not expressly provided for in this Agreement
or the other Finance Documents as it shall see fit.  3.3Any such instructions shall be binding on
all the Secured Creditors.  43 
   4.Relationship  4.1The relationship between (i) each Secured
Creditor and (ii) the Security Agent is that of principal and agent save only
that the benefits of the Trustee Security Documents are held by the Security
Agent as agent and trustee for the Secured Creditors (to the extent that any
amount is or is capable of being secured thereby).  4.2The Security Agent shall not be liable to
any Party for any breach by any other Party of this Agreement or any other
Finance Document.  5.Reliance  The
Security Agent may rely on any certificate given by the Senior Agent or any
Hedging Bank or (in the case of the LC Debt) the Company as to the identity of,
and amounts owing to, any Senior Creditor, such Hedging Bank or the LC Issuer,
as the case may be, under any of the Finance Documents and shall be protected
in so relying.  6.Information  6.1The Security Agent has no duty, unless the
Agreement provides otherwise:  (a)to provide any Party with any credit or
other information (other than, if requested by a Secured Creditor, information
in the Security Agents possession specifically concerning the Combined
Security Documents) relating to the business, assets or financial condition of
any member of the Group whenever coming into its possession; or  (b)unless specifically requested to do so by
the Senior Agent in accordance with this Agreement or any of the Trustee
Security Documents, to request any certificates or other documents from any
member of the Group.  6.2The Security Agent need not disclose any
information if such disclosure would or might in the reasonable opinion of the
Security Agent constitute a breach of any law or regulation or be otherwise
actionable at the suit of any person.  7.Indemnity  7.1Each Senior Creditor, Hedging Bank and the
LC Issuer agrees to indemnify the Security Agent on demand (to the extent not
reimbursed by any Obligor and without prejudice to the liability of any Obligor
under any Finance Document) for any and all liabilities, judgments, costs or
expenses of any kind whatsoever (including legal fees) which may be incurred by
or asserted against the Security Agent in any way relating to or arising out of
(i) its acting as the Security Agent under this Agreement and/or the Trustee
Security Documents, or performing its duties and functions in such capacity
under any of the Finance Documents, or (iii) any action taken or omitted by the
Security Agent thereunder, except to the extent arising directly from the Security
Agents gross negligence or wilful misconduct.  7.2Such indemnification by each Senior
Creditor or Hedging Bank or LC Issuer shall be pro rata to its entitlement in
or to the Senior Debt or the Hedging Debt or the LC Debt (as the case may
be).  The liability shall be divided
between the Senior Creditors, the Hedging Banks and the LC Issuer pro rata
according to the respective amounts of the Senior Debt, the Hedging Debt and
the LC Debt outstanding and/or available (subject to satisfaction of conditions
precedent) for drawing under the relevant Finance Documents from time to time
or, if after enforcement, pro rata to the amount of their respective
Recoveries.  44 
   8.Resignation  8.1Prior to the Senior Discharge Date, the
Security Agent may resign by giving Notice to the Senior Agent and may be
removed by an Instructing Bank Group giving Notice to that effect to the
Security Agent and the Company.  An
Instructing Bank Group, after consultation with the Company may appoint a
successor Security Agent which shall be a reputable and experienced bank,
incorporated or having a branch in England.  8.2If within 30 days after such Notice of
resignation or removal being given, no successor Security Agent shall have been
appointed by an Instructing Bank Group and have accepted such appointment, the
retiring Security Agent, after consultation with the Company and the Senior
Agent shall have the right to appoint a successor Security Agent which shall be
a reputable and experienced bank incorporated or having a branch in England.  8.3Subject as otherwise provided in paragraphs
8.4, 8.5 and 8.6, the resignation or removal of the retiring Security Agent and
the appointment of any successor Security Agent shall both become effective
upon the successor Security Agent notifying the Senior Agent in writing that it
accepts such appointment and executing and delivering to the Senior Agent a
duly completed Deed of Accession, whereupon the successor Security Agent shall
succeed to the position of the retiring Security Agent and the term Security
Agent in all of the Finance Documents shall include such successor Security
Agent where appropriate.  The provisions
of this Schedule 7 shall continue to benefit a retiring Security Agent in
respect of any action taken or omitted by it while it was a Security Agent.  8.4The resignation or removal of a Security
Agent shall not become effective until the Senior Agent is satisfied (on the
basis of such legal advice as it may require) that all of the Trustee Security
Documents or replacements therefor provide for perfected and enforceable
security in favour of the successor Security Agent and the Secured Creditors.  8.5The Obligors shall take such action as the
Senior Agent may consider necessary and the Security Agent at the request (and
cost) of the Company shall take such action as may be practicable in order that
the Trustee Security Documents or replacements therefor shall provide for
perfected and enforceable security in favour of any successor Security Agent
and the Secured Creditors, including making available to the successor Security
Agent such documents and records as the successor Security Agent shall
reasonably request.  8.6If the Senior Discharge Date would have
occurred but for any Hedging Debt and/or LC Debt remaining outstanding and the
Security Agent gives Notice to the Company and the Hedging Banks and/or the LC
Issuer that it wishes to resign, the Hedging Banks and/or the LC Issuer (as the
case may be) will procure that a replacement Security Agent is appointed within
60 days of the date of such Notice.  If
no such successor Security Agent has been appointed within 60 days the existing
Security Agent may resign and (without any liability to any Hedging Bank or the
LC Issuer) may release all of the security under the Security Documents and the
rights of any Hedging Bank and the LC Issuer thereunder.  On such resignation the Security Agent shall
be released and discharged from any obligation or liability to the Hedging
Banks and/or the LC Issuer or any of them under this Agreement or any Security
Document and the Hedging Bank and/or the LC Issuer shall have no claim against
the Security Agent in respect of any such release of the security and the
Security Documents.  45 
   9.Security Documents  9.1The Security Agent shall not be liable (i)
for any failure to give notice to any third party or to register, file or
record (or any defect in such registration, filing or recording) any security
or the Combined Security Documents, or (ii) to obtain any licence, consent or
other authority for the creation of any security or (iii) for any failure,
omission, or defect in perfecting or protecting the security constituted by any
Combined Security Document or any security created thereby.  The Security Agent has no obligation to
insure any interest which it or any of the Secured Creditors has in any asset
charged or secured under the Security Documents.  9.2The Security Agent may accept without enquiry
such title as any Obligor may have to the property over which security is
intended to be created by any Trustee Security Document.  9.3Save where the Security Agent holds a legal
mortgage over, or over an interest in, real property or shares, the Security
Agent in its capacity as trustee or otherwise shall not be under any obligation
to hold any title deeds, share certificates or any other documents in
connection with the property charged by any Combined Security Document or any
other such security in its own possession or to take any steps to protect or
preserve the same.  The Security Agent
may permit the relevant Obligor or any lawyer or firm of lawyers to retain all
such title deeds, share certificates and other documents in its possession if
it reasonably considers that it is appropriate in all the circumstances.  Unless the Security Agent considers that to
do so would be prejudicial to the Secured Parties, the title documents to any
Irish real property or shares charged under the Trustee Security Documents and
delivered to the Security Agent will be held in Ireland on behalf of the
Security Agent by Arthur Cox or such other person as the Security Agent may
appoint.  All safe custody fees of Arthur
Cox or such other person will be paid by the Company.  9.4Save as otherwise provided in the Trustee
Security Documents, all moneys which under the trusts herein or therein
contained are received by the Security Agent in its capacity as trustee or
otherwise may be invested in the name of or under the control of the Security
Agent in any investment for the time being authorised by English law for the
investment by trustees of trust money or in any other investments which may be
selected by the Security Agent with the consent of an Instructing Bank Group.  Additionally, the same may be placed on
deposit in the name of or under the control of the Security Agent at such bank
or institution (including any Agent) and upon such terms as the Security Agent
may think fit.  9.5Each Senior Creditor, Hedging Bank and LC
Issuer confirms its approval of the Trustee Security Documents and any security
created or to be created pursuant thereto and authorises and directs the
Security Agent (by itself or by such person(s) as it may nominate) to execute
and enforce the same as trustee, agent or as otherwise provided (and whether or
not expressly in the names of the Senior Creditors, the Hedging Banks and the
LC Issuer) on its behalf, subject always to the terms of this Agreement and the
Security Documents.  46 
   10.Release of Security  (a)The Security Agent is authorised by each
Secured Creditor to execute on behalf of itself and each Secured Creditor
without the need for any further referral to, or authority from, any Secured Creditor
or other Party all necessary releases of any security or guarantees given by
any Obligor under any Senior Finance Document, LC Document or Hedging Document
in relation to the disposal of any asset which is permitted under or consented
to in accordance with the Senior Finance Documents including, without
limitation:  (i)any formal release of any asset which the
Security Agent in its absolute discretion considers necessary or desirable in
connection with that disposal; and  (ii)any release of any guarantee given under
any Senior Finance Document or Hedging Document or any other document referred
to therein where all the shares in the capital of the Obligor giving such
guarantee (or any Holding Company of it) are so disposed of in accordance with
the terms of and without any breach of the Senior Finance Documents or Hedging
Documents; and  (iii)any release of any security given by any
Obligor which is or is a subsidiary of a company which is sold in accordance
with the terms of and without any breach of the Senior Finance Documents, LC
Documents or Hedging Documents.  (b)
  (i)
  Once the
  Designated Rating has been attained by the Company or any Parent, if the
  Company so requests in writing to the Security Agent:  (A)the Security Agent shall (at
the expense of the Company), and is hereby irrevocably authorised by each
Secured Creditor to, promptly execute on behalf of itself and each Secured
Creditor, without the need for any further referral to, or authority from, any
Secured Creditor or other Party a release of the Security Interests created by
each of the Trustee Security Documents granted in its favour, in substantially
the form of the release set out in Schedule 10 (Form of Release) hereto; and  (B)each Hedging Bank shall (at
the expense of the Company) promptly execute a release of the Security
Interests created by each of the Hedging Security Documents granted in its
favour in substantially the form of the release set out in Schedule 10 (Form of
Release) Part 1 or Part 2 (as applicable) hereto.  (ii)Each Secured Creditor and each
Hedging Bank will (at the cost of the Company) do such other things as
requested by the Company (acting reasonably) to effect the release or discharge
of the Security Interests created by the Combined Security Documents referred
to in sub-paragraph (i) above.  11.Conflict with Combined
Security Documents  If
there is any conflict between the provisions of this Agreement and any Combined
Security Documents with regard to instructions to or other matters affecting
the Security Agent, this Agreement will prevail.  47 
   SCHEDULE
8  LC ISSUER  Bayerische
Landesbank  48 
   SCHEDULE
9  AMENDMENTS TO HEDGING DOCUMENTS  1.Deutsche Bank AG London  The
Schedule to the ISDA Master Agreement between Deutsche Bank AG London and
eircom Funding dated as of 29th July, 2003 shall be amended as follows:  (a)the words the Intercreditor Agreement
dated 06 August 2003 in the introductory paragraph to the Schedule on page 29
of the ISDA Master Agreement shall be replaced with the words the
Intercreditor Agreement dated 18th March 2004;  (b)Part 4, paragraph (f) shall be replaced
with the following:  Credit Support Document: means in respect of Party B, each
Hedging Security Document to which Party A and Party B are party.;  (c)Part 4, paragraph (g) shall be replaced
with the following:  Credit Support Provider: means in relation to Party B,
eircom Limited, Valentia Telecommunications and Irish Telecommunications
Investments Limited.; and  (d)paragraph 7 of Part 5 of the Schedule shall
be replaced with the following:  Transfer by way of security  Notwithstanding
Section 7, Party A hereby agrees and consents to the transfer by Party B by way
of security of all or any of its rights (including any amount due to Party B
from Party A) under or pursuant to this Agreement in accordance with the
security assignment entered into or to be entered into by Party B in favour of
the Security Agent on or about the date of the Intercreditor Agreement..  2.Ulster Bank Ireland Limited  The
Schedule to the ISDA Master Agreement between Ulster Bank Ireland Limited and
eircom Funding dated as of 29th July, 2003 shall be amended as follows:  (a)the words the intercreditor agreement
dated 6 August 2003 in the introductory paragraph on page 1 of the Schedule
shall be replaced with the words the intercreditor agreement dated 18th March
2004; and  (b)the following new paragraph (8) shall be
inserted at the end of Part 5 of the Schedule:  Transfer by way of security  Notwithstanding
Section 7, Party A hereby agrees and consents to the transfer by Party B by way
of security of all or any of its rights (including any amount due to Party B
from Party A) under or pursuant to this Agreement in accordance with the
security assignment entered into or to be entered into by Party B in favour of
the Security Agent on or about the date of the Intercreditor Agreement..  49 
   3.Ulster Bank Ireland Limited  The
Schedule to the ISDA Master Agreement entered into by Ulster Bank Ireland
Limited and Valentia Telecommunications dated as of 12 February 2002 shall be
amended as follows:  (a)the words the intercreditor agreement
dated 6 August 2003 in the introductory paragraph on page 1 of the Schedule
shall be replaced with the words the intercreditor agreement dated 18th March
2004; and  (b)the following new paragraph (8) shall be
inserted at the end of Part 5 of the Schedule:  Transfer by way of security  Notwithstanding
Section 7, Party A hereby agrees and consents to the transfer by Party B by way
of security of all or any of its rights (including any amount due to Party B
from Party A) under or pursuant to this Agreement in accordance with the
composite debenture into or to be entered into by Party B in favour of the
Security Agent on or about the date of the Intercreditor Agreement and in
accordance with each Hedging Security Document..  4.Fleet National Bank  The
Schedule to the ISDA Master Agreement entered into by Fleet National Bank and
eircom Funding dated as of 1 August 2003 shall be amended as follows:  (a)the words an intercreditor agreement dated
6 August 2003 in the introductory paragraph to the Schedule on page 19 of the
ISDA Master Agreement shall be replaced with the words an intercreditor
agreement dated 18th March 2004; and  (b)the following new paragraph (1) shall be
inserted at the end of Part 5 of the Schedule:  Transfer by way of security. 
Notwithstanding Section 7, Party A hereby agrees and consents to the
transfer by Party B by way of security of all or any of its rights (including
any amount due to Party B from Party A) under or pursuant to this Agreement in
accordance with the security assignment entered into or to be entered into by
Party B in favour of the Security Agent on or about the date of the
Intercreditor Agreement..  5.Fleet National Bank  The
Schedule to the ISDA Master Agreement entered into by Fleet National Bank and
Valentia Telecommunications dated as of 6 June 2002 shall be amended as
follows:  (a)the words an intercreditor agreement dated
6 August 2003 in the introductory paragraph to the Schedule on page 19 of the
ISDA Master Agreement shall be replaced with the words an intercreditor
agreement dated 18th March 2004; and  (b)the following new paragraph (1) shall be
inserted at the end of Part 5 of the Schedule:  Transfer by way of security. 
Notwithstanding Section 7, Party A hereby agrees and consents to the
transfer by Party B by way of security of all or any of its rights (including
any amount due to Party B from Party A) under or pursuant to this Agreement in
accordance with the composite debenture entered  50 
   into or
to be entered into by Party B in favour of the Security Agent on or about the
date of the Intercreditor Agreement and in accordance with each Hedging
Security Document..  6.The Governor and Company of
the Bank of Ireland  The
Schedule to the ISDA Master Agreement entered into by The Governor and Company
of the Bank of Ireland and eircom Funding dated as of 22 October 2003 shall be
amended as follows:  (a)the words the Intercreditor Agreement
dated 6 August 2003 in the introductory paragraph on page 1 of the Schedule
shall be replaced with the words the Intercreditor Agreement dated 18th March
2004; and  (b)Part 4, paragraph (f) shall be replaced
with the following:  Credit Support Document: means in respect of Party B, each
Hedging Security Document to which Party A and Party B are party.;  (c)Part 4, paragraph (g) shall be replaced
with the following:  Credit Support Provider: means in relation to Party B,
eircom Limited, Valentia Telecommunications and Irish Telecommunications
Investments Limited.;  (d)the following new paragraph (6) shall be
inserted at the end of Part 5 of the Schedule:  Transfer by way of security. 
Notwithstanding Section 7, Party A hereby agrees and consents to the
transfer by Party B by way of security of all or any of its rights (including
any amount due to Party B from Party A) under or pursuant to this Agreement in
accordance with the security assignment entered into or to be entered into by
Party B in favour of the Security Agent on or about the date of the
Intercreditor Agreement..  7.The Governor and Company of
the Bank of Ireland  The
Schedule to the ISDA Master Agreement entered into by The Governor and Company
of the Bank of Ireland and Valentia Telecommunications dated as of 22 October
2003 shall be amended as follows:  (a)In the introductory paragraph on page 1 of
the Schedule:  (b)the words the Intercreditor Agreement
dated 6 August 2003 shall be replaced with the words the Intercreditor
Agreement dated 18th March 2004; and  (c)the words Credit Facility dated 6 August
2003, between Party B, eircom Limited, Irish Telecommunications Investments
Limited, the Original Guarantors, Mandated Lead Arrangers, Lead Arrangers and
Original Lenders referred to therein shall be replaced with the words Credit
Facility dated 18th March 2004, between Party B;  (d)Part 4, paragraph (f) shall be replaced
with the following:  Credit Support Document.  Details of any Credit Support Document:- In
respect of Party B only, each Hedging Security Document to which Party A and
Party B are party.; and  51 
   (e)Part 4, paragraph (g) shall be replaced
with the following:  Credit Support Provider.  Credit Support Provider means in relation to
Party A, none.  Credit
Support Provider means in relation to Party B, eircom Limited, Valentia
Telecommunications and Irish Telecommunications Investments Limited.; and  (f)the following new paragraph (6) shall be
inserted at the end of Part 5 of the Schedule:  Transfer by way of security. 
Notwithstanding Section 7, Party A hereby agrees and consents to the
transfer by Party B by way of security of all or any of its rights (including
any amount due to Party B from Party A) under or pursuant to this Agreement in
accordance with the composite debenture entered into or to be entered into by
Party B in favour of the Security Agent on or about the date of the
Intercreditor Agreement and in accordance with each Hedging Security
Document..  8.Goldman Sachs International  The
Schedule to the ISDA Master Agreement entered into by Goldman Sachs
International and Valentia Telecommunications dated as of 5 February 2002 shall
be amended as follows:  (a)the words the Intercreditor Agreement
dated 6 August 2003 in the introductory paragraph on page 1 of the Schedule
shall be replaced with the words the Intercreditor Agreement dated 18th March
2004: and  (b)the following new paragraph (1) shall be
inserted at the end of Part 5 of the Schedule:  Transfer by way of security. 
Notwithstanding Section 7, Party A hereby agrees and consents to the
transfer by Party B by way of security of all or any of its rights (including
any amount due to Party B from Party A) under or pursuant to this Agreement in
accordance with the composite debenture entered into or to be entered into by
Party B in favour of the Security Agent on or about the date of the
Intercreditor Agreement and in accordance with each Hedging Security Document.  52 
   SCHEDULE
10  FORM OF RELEASE  PART 1  IRISH LAW RELEASE   RELEASE AND DISCHARGE   Dated [       ] day of 
[                 ]   [SECURITY
AGENT] (as security
agent)   and   [CHARGOR]   53 
   This DEED OF RELEASE AND DISCHARGE is made the [] day of [], 2004  BETWEEN:  [SECURITY AGENT]having its principal place of
business in England at [] as security agent for the Secured
Creditors (as defined in the [SECURITY DOCUMENT] referred to below)
(hereinafter referred to as the Security Agent) of the one part,  and  [CHARGOR], (registered number []) having its registered office at [] (hereinafter called the
Chargor) of the other part.  WHEREAS:  (A)By [Security Document] made the [] day of [], 2004 (the Security
Document), the Chargor created [describe security] in favour of the Security
Agent to secure the Secured Obligations as defined therein.  (B)The Chargor has requested that the Security
Agent release and discharge the property and assets thereby mortgaged, charged,
assigned or otherwise secured under the Security Document.  NOW IT IS HEREBY AGREEDthat pursuant to the said
agreement in consideration of the premises the Security Agent doth hereby:  (1)Release and assign unto the Chargor all the
Chargors property and assets assigned by the Security Document;  (2)Release unto the Chargor all the Chargors
undertaking, property and assets whatsoever, wheresoever both present and
future including uncalled capital and goodwill;  (3)Release, discharge and assign unto the
Chargor any other property and assets mortgaged, charged, assigned or otherwise
secured under the Security Document;  To the intent
that all the property and assets mortgaged, charged, assigned or otherwise
secured by the Security Document shall henceforth be held by the Chargor freed
and discharged from all and any floating and specific mortgage or charge or
other security interest created by the Security Document and from all monies,
interest and costs and all claims and demands of the Security Agent thereunder.  [The Chargor
hereby certifies that it is a qualified person for the purposes of section 45
of the Land Act, 1965.]  This deed
shall be governed by and construed in accordance with the laws of Ireland.  IN WITNESS WHEREOFthe parties hereto have
executed these presents the day and year first herein written.  54 
   SIGNATORIES TO RELEASE  [Signed,
sealed and delivered  by [SECURITY AGENT]per its  lawfully
appointed attorney in the presence of:]   Signed for and
on behalf of  [CHARGOR]  in the
presence of:  55 
   PART 2   RELEASE OF ENGLISH LAW
SECURITY ASSIGNMENT   DEED OF RELEASE   DATED [          
]   BETWEEN   EIRCOM
FUNDING, an Irish unlimited public company   AND   [SECURITY
AGENT]  56 
   THIS DEED OF
RELEASE is dated [            ] between:  (1)EIRCOM FUNDING, an Irish unlimited public
company (Registered number 359251) (the Chargor);  (2)[SECURITY AGENT] (the Security Agent)
as agent and trustee for the Secured Parties.  BACKGROUND  (A)The Chargor enters into this deed in
connection with the security assignment dated 18th March, 2004
between the Chargor and the Security Agent (the Security
Assignment).  (B)It is intended that this document takes
effect as a deed notwithstanding the fact that a party may only execute this
document under hand.  IT IS AGREED
as follows:  1.INTERPRETATION  (a)Capitalised terms defined in the Security
Assignment have, unless expressly defined in this Deed, the same meaning in
this Deed.  (b)The provisions of Clause 1.2 (Construction)
of the Credit Agreement apply to this Deed as though they were set out in full
in this Deed except that references to the Credit Agreement are to be construed
as references to this Deed.  2.RELEASE
AND REASSIGNMENT  (a)The Security Agent irrevocably and
unconditionally releases and discharges all Security Interests created by the
Chargor under the Security Assignment.  (b)The Security Agent hereby irrevocably and
unconditionally releases, reconveys, discharges, retransfers and reassigns to
the Chargor all its rights, title and interest, present and future, in and to
the Hedging Documents to which it is a party.  3.EXPENSES  The
Chargor must reimburse the Security Agent on demand for all costs and expenses
properly incurred by it in connection with the negotiation, preparation and
execution of this Deed and any related documentation (including the fees and
expenses of legal advisors and any applicable value added taxes).  4.COUNTERPARTS  This
Deed may be executed in any number of counterparts.  This has the same effect as if the signatures
on the counterparts were on a single copy of the Deed.  5.GOVERNING
LAW  This
Deed is governed by English law.  This Deed has
been entered into as a deed on the date stated at the beginning of this Deed.  57 
   SIGNATORIES
TO RELEASE  Security Agent  Executed as
  a deed by
  )[SECURITY
  AGENT]
  )acting by:
  )in the
  presence of
  )Witnesses
  signature:Name:Address:   Chargor  EIRCOM
FUNDING, an Irish unlimited public company  By:  58 
   SIGNATORIES  The Company  EXECUTED AS
  A DEED BY
  )VALENTIA TELECOMMUNICATIONS,
  )
  PETER LYNCHan Irish unlimited public company
  )acting by its attorney Peter Lynch
  )acting under the authority of that company
  )in the presence of:
  )Witnesss
  Signature:
  Ben
  CockerillName:
  Ben
  CockerillAddress:
  65 Fleet StreetLondonThe
  ObligorEXECUTED AS
  A DEED BY
  )VALENTIA TELECOMMUNICATIONS,
  )
  PETER LYNCHan Irish unlimited public company
  )acting by its attorney Peter Lynch
  )acting under the authority of that company
  )in the presence of:
  )Witnesss
  Signature:
  Ben
  CockerillName:
  Ben
  CockerillAddress:
  65 Fleet
  StreetLondoneircom
  FundingEXECUTED AS
  A DEED BY
  )eircom FUNDING
  )
  PETER LYNCHan Irish unlimited public company
  )acting by its attorney Peter Lynch
  )acting under the authority of that company
  )in the presence of:
  )Witnesss
  Signature:
  Ben
  CockerillName:
  Ben
  CockerillAddress:
  65 Fleet
  StreetLondon  59 
   The Senior
  CreditorsEXECUTED as
  a deed
  )by CITIBANK INTERNATIONAL
  plc,
  )
  ANDREW M. GAULTERIRELAND BRANCH
  )
  VALERIE DICKSONacting by its authorised signatories Andrew M.
  Gaulter
  )and Valerie Dickson
  ))acting under the authority
  )of that company
  )EXECUTED as
  a deed
  )by CITIGROUP GLOBAL MARKETS
  LIMITED
  )
  MICHAEL LLEWELYN-JONESacting by its authorised signatories Michael
  Llewelyn-
  )Jones and
  ))acting under the authority
  )of that company
  )EXECUTED as
  a deed
  )by DEUTSCHE BANK AG LONDON
  )
  JAMES FENNERacting by its authorised signatories James Fenner
  )
  GUY DU PARC BRAHAMand Guy du Parc Braham
  ))acting under the authority
  )of that company
  )EXECUTED as
  a deed
  )By GOLDMAN SACHS CREDIT
  PARTNERS L.P.
  )
  TERRY HUGHESacting by its attorney Terry Hughes
  ))acting under the authority
  )of that company
  )EXECUTED as
  a deed
  )by GOLDMAN SACHS
  INTERNATIONAL
  )
  TERRY HUGHESacting by its authorised signatory
  )Terry Hughes
  ))acting under the authority
  )of that company
  )  60 
   EXECUTED as
  a deed
  )by MORGAN STANLEY BANK
  )
  RICHARD B. FELIXacting by its attorney
  )
  CHIEF CREDIT OFFICERin the presence of
  )WitnesssSignature:
  Bradley O. McBrideName:
  Bradley O. McBrideAddress:
  Morgan Stanley Bank2500 Lake Park #3CWest Valley City UT 84120The
  Hedging BanksEXECUTED as
  a deed
  )by GOLDMAN SACHS
  INTERNATIONAL
  )
  TERRY HUGHESacting by its authorised signatory
  )Terry Hughes
  ))acting under the authority
  )of that company
  )EXECUTED as
  a deed
  )by THE GOVERNOR AND COMPANY
  OF THE
  )
  FERGUS MCDONALDBANK OF IRELAND
  )acting by its attorney
  )in the presence of
  )Witnesss Signature:
  Lisa StewartName:
  Lisa StewartAddress:
  Bank of IrelandLower Baggot StreetDublin 2EXECUTED as
  a deed
  )by ULSTER BANK IRELAND
  LIMITED
  )
  EDDIE CULLENacting by its attorney
  )in the presence of:Witnesss Signature:
  George WalshName:
  George WalshAddress:
  Ulster BankUlster Bank Group CentreGeorges QuayDublin 2  61 
   EXECUTED as
  a deed
  )by FLEET NATIONAL BANK
  )
  STUART PATERSONacting by its authorised signatories Stuart Paterson
  )
  TONY WOOLLASTONand Tony Woollaston
  ))acting under the authority
  )of that company
  )EXECUTED as
  a deed
  )by DEUTSCHE BANK AG
  )
  ALISON HOWEacting by its authorised signatories Alison Howe
  )
  JAMES FENNERand James Fenner
  ))acting under the authority
  )of that company
  )The
  ShareholderEXECUTED as
  a deed
  )by EIRCOM GROUP PLC
  )
  PETER LYNCHacting by Peter Lynch
  )
  PHILIP NOLANand Philip Nolan
  )The LC
  IssuerEXECUTED as
  a deed
  )by BAYERISCHE LANDESBANK
  )
  IAN CHILDSacting by its authorised signatories Ian Childs
  )
  COLIN HALLand Colin Hall
  ))acting under the authority
  )of that company
  )The
  Senior AgentEXECUTED as
  a deed
  )by DEUTSCHE BANK AG LONDON
  )
  RONALD K. LANE-SMITHacting by its authorised signatories Ronald K.
  )
  JOHANNA E. WADSWORTHLane-Smith and Johanna E. Wadsworth
  ))acting under the authority
  )of that company
  )  62 
   The
  Security AgentEXECUTED as
  a deed
  )by DEUTSCHE BANK AG LONDON
  )
  RONALD K. LANE-SMITHacting by its authorised signatories Ronald K.
  )
  JOHANNA E. WADSWORTHLane-Smith and Johanna E. Wadsworth
  ))acting under the authority
  )of that company  63