AMENDED AND RESTATED SECURED NOTE PURCHASE AGREEMENT

Note Purchase Agreement

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ECI TELECOM LTD/ | GLOBAL VILLAGE TELECOM LTDA., | ECI TELECOM LTD., | HSBC BANK USA, NATIONAL ASSOCIATION,

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Title: AMENDED AND RESTATED SECURED NOTE PURCHASE AGREEMENT
Governing Law: New York Date: 3/31/2005
Industry: Communications Equipment Sector: Technology

Exhibit 4.(a)4

Amended and Restated Secured Note Purchase Agreement.

dated November 11, 2004

<PAGE>

EXECUTION COPY

AMENDED AND RESTATED

SECURED NOTE PURCHASE AGREEMENT

by and among

GLOBAL VILLAGE TELECOM LTDA.,

ECI TELECOM LTD.,

as Initial Purchaser,

ECI TELECOM LTD.,

as Administrative Agent,

HSBC BANK USA, NATIONAL ASSOCIATION,

as Collateral Agent,

and

HSBC BANK USA, NATIONAL ASSOCIATION,

as Paying Agent

November 11, 2004

<PAGE>

TABLE OF CONTENTS

Page

ARTICLE I DEFINITIONS AND RELATED MATTERS ................................. 1

Section 1.1 Defined Terms Generally .................................. 1

Section 1.2 Definitions .............................................. 2

Section 1.3 Related Matters .......................................... 9

Section 1.4 Determinations ........................................... 9

ARTICLE II ISSUANCE OF NOTES .............................................. 9

Section 2.1 Existing Notes; Note Issuances; Payment of Notes ......... 9

Section 2.2 Treatment of Certain Amounts under the Existing

Secured Note Purchase Agreement and this

Agreement; Restructuring Fee ............................. 12

Section 2.3 Interest; Interest Periods;

Continuation/Conversion .................................. 13

Section 2.4 [RESERVED] ............................................... 16

Section 2.5 [RESERVED] ............................................... 16

Section 2.6 Repurchase; Maturity ..................................... 16

Section 2.7 Application of Prepayments ............................... 18

Section 2.8 Manner of Payment ........................................ 18

Section 2.9 Pro Rata Treatment ....................................... 21

Section 2.10 Mandatory Suspension and Conversion of

Euro-Dollar Rate Notes ................................... 22

Section 2.11 Regulatory Changes ....................................... 22

Section 2.12 Taxes .................................................... 23

Section 2.13 Compensation for Funding Losses .......................... 25

Section 2.14 Certificates Regarding Yield Protection, Etc ............. 25

Section 2.15 Applicable Purchasing Office; Discretion of

Purchasers as to Manner of Funding ....................... 26

Section 2.16 No Set-Off Regarding Vendor Supply Agreement ............. 26

ARTICLE III CLOSING CONDITIONS ............................................ 27

Section 3.1 Closing Conditions ....................................... 27

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

ARTICLE V COVENANTS OF THE COMPANY ........................................ 27

Section 5.1 Common Terms Agreement ................................... 27

Section 5.2 Syndication Efforts ...................................... 27

Section 5.3 Certain Regulatory Restrictions .......................... 28

Section 5.4 Performance of Political Risk Insurance .................. 29

ARTICLE VI EVENTS OF DEFAULT .............................................. 29

Section 6.1 Events of Default ........................................ 29

Section 6.2 Remedies ................................................. 29

<PAGE>

ARTICLE VII THE ADMINISTRATIVE AGENT, THE PURCHASERS AND CO-AGENTS ........ 30

Section 7.1 Authorization and Action ................................. 30

Section 7.2 Exculpation; Administrative Agent's Reliance; Etc ........ 31

Section 7.3 Administrative Agent and Affiliates ...................... 31

Section 7.4 Purchaser Credit Decision; Acknowledgment of Use

of Proceeds Benefiting the Initial Purchaser ............. 32

Section 7.5 Indemnification .......................................... 32

Section 7.6 Successor Administrative Agent ........................... 32

Section 7.7 Purchaser Parties ........................................ 33

Section 7.8 Collateral and Guaranty Matters .......................... 33

Section 7.9 Payments; Availability of Funds; Certain Notices ......... 35

Section 7.10 Obligations of Purchaser Parties Several; Right

to Initiate Judicial Proceedings ......................... 36

Section 7.11 Co-Agents ................................................ 36

Section 7.12 [RESERVED] ............................................... 36

Section 7.13 Common Terms Agreement; Paying Agency Agreement .......... 36

ARTICLE VIII MISCELLANEOUS ................................................ 37

Section 8.1 Expenses ................................................. 37

Section 8.2 Indemnity ................................................ 38

Section 8.3 Waivers; Amendments in Writing ........................... 38

Section 8.4 Cumulative Remedies; Failure or Delay .................... 40

Section 8.5 Notices, Etc ............................................. 40

Section 8.6 Successors and Assigns; Etc .............................. 40

Section 8.7 Confidentiality .......................................... 42

Section 8.8 Governing Law ............................................ 43

Section 8.9 Choice of Forum .......................................... 43

Section 8.10 Currency Equivalents; Judgment Currency .................. 44

Section 8.11 Set-off .................................................. 45

Section 8.12 Headings ................................................. 45

Section 8.13 Severability ............................................. 45

Section 8.14 Survival of Agreements, Representations and

Warranties ............................................... 45

Section 8.15 Execution in Counterparts ................................ 46

Section 8.16 Complete Agreement; Third-Party Beneficiaries ............ 46

Section 8.17 No Fiduciary Duties or Partnership; Limitation of

Liability, Etc ........................................... 46

Section 8.18 Securities Law Matters ................................... 47

Section 8.19 Waiver of Immunity ....................................... 48

Section 8.20 English Language ......................................... 48

Section 8.21 WAIVER OF TRIAL BY JURY .................................. 49

<PAGE>

EXHIBITS

Exhibit A-1 Form of Tranche B Note

Exhibit A-2 Form of Tranche C Note

Existing A-3 Copies of Existing Notes

Exhibit B Form of Notice of Responsible Officers

Exhibit C Form of Notice of Conversion/Continuation

Exhibit D Form of Assignment and Acceptance

SCHEDULES

Schedule 1 1 Purchaser Information

iii

<PAGE>

AMENDED AND RESTATED SECURED NOTE PURCHASE AGREEMENT

AMENDED AND RESTATED SECURED NOTE PURCHASE AGREEMENT, dated as of

November 11, 2004, by and among GLOBAL VILLAGE TELECOM LTDA., a company duly

organized under the laws of Brazil (the "Company"); ECI TELECOM LTD. (the

"Initial Purchaser"); the banks and other entities that either now or in the

future are parties hereto as Purchasers; ECI TELECOM LTD., as administrative

agent for the Purchasers (in such capacity, together with any successor in such

capacity, the "Administrative Agent", which term for all purposes hereunder

shall include the "ECI Facility Agent" referred to in the Common Terms

Agreement); HSBC BANK USA, NATIONAL ASSOCIATION, in its capacity as collateral

agent for the benefit of the Administrative Agent and Purchasers as successor

collateral agent to JPMorgan Chase Bank (f/k/a The Chase Manhattan Bank) (in

such capacity, together with any successor in such capacity, the "Collateral

Agent"); and HSBC BANK USA, NATIONAL ASSOCIATION, in its capacity as paying

agent for the benefit of the Administrative Agent and Purchasers (in such

capacity, together with any successor in such capacity, the "Paying Agent").

RECITALS

A. The Company has issued Existing Notes to the Purchasers under the

Existing Secured Note Purchase Agreement;

B. Certain Events of Default have occurred and are continuing under

the Existing Secured Note Purchase Agreement, including defaults in the payment

of principal and interest due on the Existing Notes;

C. The Purchasers, the Company and the other parties hereto have

agreed to restructure the obligations of the Company owing to the Purchasers

under the Existing Secured Note Purchase Agreement (the "Restructuring");

D. In connection with the Restructuring, the Purchasers have agreed

to accept additional Notes on the terms and conditions set forth in this

Agreement; and

E. To induce the Purchasers to accept additional Notes, the Company

is, among other things, entering into (1) this Agreement, (2) the Common Terms

Agreement (as defined below), (3) each of the Pari Passu Collateral Documents,

and (4) certain other Note Documents.

NOW, THEREFORE, in consideration of the premises and the mutual

covenants herein contained, the parties hereto hereby agree as follows:

ARTICLE I

DEFINITIONS AND RELATED MATTERS

Section 1.1 Defined Terms Generally. All capitalized terms used but not

otherwise defined herein shall have the meanings assigned to such terms in the

Common Terms Agreement (as defined below). Any capitalized terms defined in both

this Agreement and the Common Terms Agreement shall have exclusively the

meanings assigned to such terms in this Agreement unless expressly stated

otherwise.

<PAGE>

Section 1.2 Definitions. The following terms shall have the following

meanings:

"Adjusted Euro-Dollar Rate" means, with respect to any Interest

Period, a rate per annum (rounded upwards, if necessary, to the next higher

1/16th of 1%) equal to (i) the applicable London Interbank Offered Rate for such

Interest Period, divided by (ii) 1.00 minus the Euro-Dollar Reserve Requirement

for such Interest Period (expressed as a decimal).

"Administrative Agent" is defined in the Preamble.

"Administrative Agent's Purchaser Account" means the account of the

Administrative Agent identified as such in Schedule 1.1, or such other account

as the Administrative Agent may hereafter designate by notice to the Company,

the Paying Agent and each other Purchaser Party.

"Administrative Agent's Office" means the office of the

Administrative Agent identified as such in Schedule 1.1, or such other office as

the Administrative Agent may hereafter designate by notice to the Company, the

Paying Agent and each other Purchaser Party.

"Agents" means, collectively, the Administrative Agent, the

Collateral Agent and the Co-Agents (and each such Person, an "Agent"), if any,

but does not include the Paying Agent.

"Agreement" means this Amended and Restated Secured Note Purchase

Agreement, as further amended, supplemented, restated, replaced or otherwise

modified from time to time in accordance with the terms hereof, the Common Terms

Agreement and the Collateral Agency and Intercreditor Agreement and includes all

Schedules and Exhibits hereto.

"Applicable Margin" means a percentage, per annum, in effect from

time to time as set forth in Section 2.3(a)(i).

"Applicable Purchasing Office" means, with respect to any Purchaser

Party, (i) in the case of any payment with respect to Euro-Dollar Rate Notes,

the Purchaser Party's Euro-Dollar Purchasing Office, and (ii) in the case of any

payment with respect to Base Rate Notes or any other payment under the Note

Documents, the Purchaser Party's Domestic Purchasing Office.

"Assignment" means an assignment pursuant to an Assignment and

Acceptance of all or any portion of one or more Notes of any Purchaser, together

with the applicable portion of such Purchaser's related rights and obligations

under this Agreement and the other Note Documents with respect thereto (provided

that no assignment of such Purchaser's rights and obligations under the Note

Documents shall also require such Purchaser to assign a correlative portion of

Warrants held by such Purchaser); and the term "Assign" shall have a correlative

meaning.

<PAGE>

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

"Base Rate" means, for any day, the greater of (i) the average of

interest rates per annum announced by the Reference Banks at their respective

principal offices as their respective prime rates effective for that day, which

rates may not be the lowest rate then being charged to commercial borrowers by

such Reference Banks, or (ii) the Federal Funds Rate in effect on such day plus

0.5% per annum. Any change in the Base Rate due to a change in such prime rate

or the Federal Funds Rate shall be effective from and including the effective

date of such change respectively in such prime rate or the Federal Funds Rate.

"Base Rate Note" means any Interest-Bearing Note, or portion

thereof, that bears interest at a rate determined by reference to the Base Rate.

"Co-Agent" means any Purchaser or other Person designated from time

to time by the Administrative Agent to act as the managing agent, documentation

agent, co-arranger, syndication agent or co-agent or in any similar capacity

with respect to this Agreement, to which Purchaser or other Person, in such

capacity, Section 7.11 shall apply immediately upon such designation. The Paying

Agent, in its capacity as such, shall not be a Co-Agent.

"Common Terms Agreement" means the Amended and Restated Common Terms

Agreement dated as of the date hereof by and among, inter alia, the Company, GVT

Holding Ltda., Global Village Telecom (Holland) B.V., GVT (Holding) N.V., GVT

Capital N.V., Global Village Telecom Management Co., POP Internet Limitada,

Inoweb N.V., Wosrok Holding B.V., Nortel Networks Limited, ECI Telecom Ltd.,

Harris Corporation, ADC Telecommunications, Inc., Teledata Networks Ltd.,

Hewlett-Packard Financial Services Company, and HSBC Bank USA, National

Association, as Collateral Agent and as Paying Agent, as amended from time to

time in accordance with the provisions thereof.

"Company" is defined in the Preamble.

"Defaulted Notes Interest Period" means the "Interest Period" (as

defined in the Existing Secured Note Purchase Agreement) applicable to each of

the Existing Notes, which were denominated as Euro-Dollar Rate Notes, on the

date the first payment default by the Company of its obligations to pay

principal or interest under the Existing Secured Note Purchase Agreement with

respect to each such Existing Note occurred.

"Domestic Purchasing Office" means the office, branch or Affiliate

of any Purchaser identified in Schedule 1.1 as its Domestic Purchasing Office or

such other office, branch or Affiliate as such Purchaser may hereafter designate

as its Domestic Purchasing Office by notice to the Company and the

Administrative Agent.

<PAGE>

"Euro-Dollar Business Day" means any Business Day on which

commercial banks are open for international business (including dealings in

interbank Dollar deposits) in London, England.

"Euro-Dollar Purchasing Office" means the office, branch or

Affiliate of any Purchaser identified in Schedule 1.1 as its Euro-Dollar

Purchasing Office or such other office, branch or Affiliate as such Purchaser

may hereafter designate as its Euro-Dollar Purchasing Office by notice to the

Company and the Administrative Agent.

"Euro-Dollar Rate Note" means any Interest-Bearing Note, or portion

thereof, that bears interest at a rate determined by reference to an Adjusted

Euro-Dollar Rate.

"Euro-Dollar Reserve Requirement" means, with respect to any

Euro-Dollar Rate Note and for any day, the maximum percentage (expressed as a

decimal) at which reserves (including any marginal, supplemental, special or

emergency reserves), without duplication, are required by the Federal Reserve

Board to be maintained on such day by member banks of the Federal Reserve System

with respect to eurocurrency funding (currently referred to as "Eurocurrency

Liabilities" in Regulation D of the Federal Reserve Board) (or in respect of any

other category of liabilities that includes deposits by reference to which the

interest rate on Euro-Dollar Rate Notes is determined or any category of

extensions of credit or other assets that includes loans made or notes held by a

non-United States office of any bank to United States residents). The

Euro-Dollar Rate Notes shall be deemed to constitute eurocurrency funding and to

be subject to such reserve requirements without benefit of or credit for

proration, exemptions, or offsets that may be available from time to time to any

Purchaser under Regulation D or any comparable regulation.

"Event of Default" is defined in Section 6.1.

"Existing Notes" means the notes described in Section 2.1(a) issued

under the Existing Secured Note Purchase Agreement.

"Existing Secured Note Purchase Agreement" means the Secured Note

Purchase Agreement dated as of October 31, 2000 by and among the Company, the

Purchasers, the Administrative Agent, JPMorgan Chase Bank, as the collateral

agent and the paying agent, as amended prior to the date hereof.

"Federal Funds Rate" means, for any day, the rate per annum (rounded

upwards, if necessary to the nearest 1/100th of 1%) equal to the weighted

average of the rates on overnight federal funds transactions with members of the

Federal Reserve System arranged by federal funds brokers on such day, as

published for such day (or, if such day is not a Business Day in New York, New

York, for the next preceding Business Day in New York, New York) by the Federal

Reserve Bank of New York on the Business Day in New York, New York next

succeeding such day, provided that if such rate is not so published for any day

that is a Business Day in New York, New York, the Federal Funds Rate for such

day shall be the average rate charged to the Reference Banks on such day on such

transactions as determined by the Administrative Agent.

<PAGE>

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

Reserve System.

"Initial Purchaser" is defined in the Preamble and shall include any

successor or assignee which is an Initial Purchaser Party.

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

Affiliates.

"Initial Purchaser Release Date" means the date of an Assignment by

the Initial Purchaser of all of its Notes (other than to an Affiliate of the

Initial Purchaser) resulting in an unconditional release of the Initial

Purchaser in respect of all of its Notes and its rights and obligations

hereunder.

"Interest-Bearing Note" means each Existing Note.

"Interest Payment Date" means the last day of March, June, September

and December in each year, beginning June 30, 2005.

"Interest Period" means, subject to the next sentence, with respect

to each Euro-Dollar Rate Note, (A) the period commencing on April 1, 2005 and

ending on the next following Interest Payment Date and (B) thereafter, each

subsequent period commencing on the last day of the immediately preceding

Interest Period and ending on the next following Interest Payment Date.

Notwithstanding the foregoing: (a) if a Euro-Dollar Rate Note is continued as a

Euro-Dollar Rate Note, the Interest Period applicable to such Euro-Dollar Rate

Note shall commence on the day on which the Interest Period then applicable to

such Euro-Dollar Rate Note ends; (b) any Interest Period applicable to a

Euro-Dollar Rate Note (i) that would otherwise end on a day that is not a

Euro-Dollar Business Day shall be extended to the next succeeding Euro-Dollar

Business Day, unless such succeeding Euro-Dollar Business Day falls in another

calendar month, in which case such Interest Period shall end on the next

preceding Euro-Dollar Business Day or (ii) that begins on the last Euro-Dollar

Business Day of a calendar month (or on a day for which there is no numerically

corresponding day in the calendar month at the end of such Interest Period)

shall end on the last Euro-Dollar Business Day of the calendar month that is

three months thereafter; and (c) no Interest Period for any Euro-Dollar Rate

Note shall end after the Stated Maturity Date.

"London Interbank Offered Rate" means, with respect to any Interest

Period, the rate per annum calculated by the Administrative Agent as the

arithmetic mean (rounded upwards, if necessary, to the next higher 1/16th of 1%)

of the offered rates for deposits in Dollars with a term comparable to such

Interest Period that appears on the Telerate Page (as defined below) at

approximately 11:00 A.M., London time, on the second full Euro-Dollar Business

Day preceding the first day of such Interest Period; provided that if there

shall at any time no longer exist a Telerate Page, "London Interbank Offered

Rate" shall mean, for each Interest Period pertaining to a Euro-Dollar Rate

Note, the rate per annum equal to the average of the rates at which the

Reference Banks are offered Dollar deposits at or about 10:00 A.M., London time,

two Euro-Dollar Business Days prior to the beginning of such Interest Period in

the London interbank market where the eurodollar and foreign currency and

exchange operations in respect of their Euro-Dollar Rate Note purchases are then

being conducted, for delivery on the first day of such Interest Period, for the

number of days comprised therein and in an amount comparable to the principal

amount of the Euro-Dollar Rate Notes to be outstanding during such Interest

Period. "Telerate Page" means the display designated as Page 3750 on the Dow

Jones & Company Telerate system (or such other page as may replace such page on

such system or any successor system for the purpose of displaying the rates at

which Dollar deposits are offered by leading banks in the London interbank

market).

<PAGE>

"Mandatory Repurchase Amount" means the portion of any Mandatory

Prepayment required to be applied to the Obligations under this Agreement,

subject to Article IV of the Collateral Agency and Intercreditor Agreement.

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

"Mandatory Repurchase Event" means any event or circumstance giving

rise to a Mandatory Prepayment under Section 7.1 of the Common Terms Agreement.

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

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

"Note" or "Notes" means (a) each Existing Note, (b) each Tranche B

Note and (c) each Tranche C Note.

"Note Documents" means, collectively, the Note Documents (as defined

in the Common Terms Agreement) other than (i) the Other Note Purchase

Agreements, (ii) the Other Notes and (iii) the HP Restructuring Fee Notes.

"Notice of Continuation/Conversion" is defined in Section

2.3(c)(ii).

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

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

"Other Note Purchase Agreements" means the Note Purchase Agreements,

other than this Agreement.

"Other Notes" means Notes and HP Restructuring Fee Notes (both as

defined in the Common Terms Agreement) issued pursuant to the Other Note

Purchase Agreements.

"Other Purchasers" means Noteholders (as defined in the Common Terms

Agreement) party to the Other Note Purchase Agreements.

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

"Paying Agent" is defined in the Preamble.

<PAGE>

"Paying Agent's Office" means the office of the Paying Agent

identified as such in Schedule 1.1, or such other office as the Paying Agent may

hereafter designate by notice to the Company, the Collateral Agent and the

Administrative Agent in accordance with the terms of the Paying Agency

Agreement.

"Paying Agent's Purchaser Account" means the account of the Paying

Agent designated for payments from the Company as identified in Schedule 1.1, or

such other account as the Paying Agent may hereafter designate by notice to the

Company, the Collateral Agent and the Administrative Agent in accordance with

the terms of the Paying Agency Agreement.

"Payment Default Date" means, with respect to each Existing Note,

the first day of the Defaulted Notes Interest Period applicable to such Existing

Note.

"Political Risk Insurance" means any political risk insurance

obtained by any Purchaser and under which such Purchaser is the insured party,

which insurance insures the payment of principal and interest owing with respect

to the Notes purchased by such Purchaser in the event of currency

inconvertibility and transferability, expropriation and nationalization and/or

political violence and which insurance contains terms, conditions, and

exclusions from coverage customary at the time such insurance is obtained.

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

Insurance.

"Post-Default Rate" means, with respect to any Interest-Bearing

Note, subject to Section 2.3(e), at any time, a rate per annum equal to the

Adjusted Euro-Dollar Rate or the Base Rate in effect at such time plus the

Applicable Margin plus 1%.

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

"Purchaser" means the Initial Purchaser (until the Initial Purchaser

Release Date) and the other financial institutions and other entities that from

time to time are parties hereto as Purchasers. For purposes of the Sections

referred to in (and subject to) the last sentence of Section 8.6(d), "Purchaser"

includes a holder of a Participation.

"Purchaser Party" means, collectively, the Purchasers, the

Administrative Agent, the Collateral Agent, and, for purposes of Sections 2.11,

2.12, 8.5, 8.6, 8.7, 8.9, 8.17 and 8.21, the Paying Agent. For purposes of the

Sections referred to in (and subject to) the last sentence of Section 8.6(d),

"Purchaser Party" includes a holder of a Participation. In such capacity, the

Collateral Agent shall not be deemed to be a creditor of the Company (other than

for fees, expenses or indemnities) under this Agreement or any other Note

Document.

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

Association.

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

<PAGE>

"Regulatory Change" means (i) the adoption or becoming effective

after the date hereof of any treaty, law, rule or regulation, (ii) any change in

any such treaty, law, rule or regulation (including Regulation D), or any change

in the administration or enforcement thereof, by any Governmental Authority,

central bank or other monetary authority charged with the interpretation or

administration thereof, in each case after the date hereof, or (iii) compliance

by any Purchaser Party (or its Applicable Purchasing Office or, in the case of

capital adequacy requirements, any holding company of any Purchaser Party) with,

any interpretation, directive, request, order or decree (whether or not having

the force of law) of any such Governmental Authority, central bank or other

monetary authority issued or made after the date hereof.

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

"Required Purchasers" means Purchasers holding more than 50% of the

sum of the aggregate outstanding principal amount of the Notes.

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

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

"Securities Act" means the United States Securities Act of 1933, as

amended from time to time.

"Stated Maturity Date" means December 31, 2013.

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

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

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

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

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

"Tranche B Notes" means the notes issued pursuant to Section

2.1(b)(i), which notes shall be in substantially the form of Exhibit A-1, as

amended from time to time.

"Tranche C Notes" means the notes issued pursuant to Section

2.1(b)(ii), which notes shall be in substantially the form of Exhibit A-2, as

amended from time to time.

"Vendor" means ECI Telecom Ltd.

"Vendor Supply Agreement" means the Equipment Supply and Services

Agreement, dated May 19, 2000 between Innowave ECI Wireless Systems Ltd. and the

Company, as amended from time to time and any other supply agreement entered

into between the Company and ECI, any affiliate or successor of ECI, any entity

created upon a reorganization of ECI or any affiliate or successor of any entity

created upon a reorganization of ECI, including, without limitation, any entity

surviving upon a merger of ECI with any other Person, as amended from time to

time.

<PAGE>

Section 1.3 Related Matters. Section 1.2 of the Common Terms Agreement

(other than Section 1.2(b)) shall govern the interpretation of this Agreement

and is hereby incorporated herein by reference, provided that all references

therein to "this Agreement" shall be read as being to this Agreement.

Section 1.4 Determinations. Any numerical determination or calculation

contemplated by this Agreement that is made by any Purchaser Party shall be

presumed correct and be binding upon the Company, and, in the case of

determinations by the Paying Agent or Collateral Agent, shall also be binding on

the Administrative Agent and the other Purchaser Parties, in the absence of

manifest error. References in this Agreement to any "determination" by any

Purchaser Party include good faith estimates by such Purchaser Party (in the

case of quantitative determinations), and good faith beliefs by such Purchaser

Party (in the case of qualitative determinations). All consents and other

actions of any Purchaser Party contemplated by this Agreement may be given,

taken, withheld or not taken in good faith in such Purchaser Party's absolute

and sole discretion (whether or not so expressed), except as otherwise expressly

provided herein.

ARTICLE II

ISSUANCE OF NOTES

Section 2.1 Existing Notes; Note Issuances; Payment of Notes

(a) Existing Notes. On the Closing Date, all of the Existing

Notes outstanding are listed below, and copies of each Existing Note are

attached hereto as Exhibit A-3, and the aggregate outstanding principal amount

of the Existing Notes is $131,746,509.56:

(i) Note, dated November 30, 2000, in the principal

amount of $6,256,868.00;

(ii) Note, dated February 22, 2001, in the principal

amount of $15,307,882.00;

(iii) Note, dated March 30, 2001, in the principal

amount of $14,315,583.00;

(iv) Note, dated May 14, 2001, in the principal amount

of $13,180,185.00;

(v) Note, dated June 27, 2001, in the principal amount

of $7,450,245.01;

(vi) Note, dated July 2, 2001, in the principal amount

of $1,972,887.99;

(vii) Note, dated July 26, 2001, in the principal amount

of $12,821,489.00;

<PAGE>

(viii) Note, dated August 30, 2001, in the principal

amount of $12,196,022.00;

(ix) Note, dated October 30, 2001, in the principal

amount of $11,730,623.00;

(x) Note, dated November 29, 2001, in the principal

amount of $5,792,210.00;

(xi) Note, dated January 31, 2002, in the principal

amount of $6,433,715.00;

(xii) Note, dated March 27, 2002, in the principal

amount of $5,617,314.00;

(xiii) Note, dated May 29, 2002, in the principal amount

of $4,573,775.54;

(xiv) Note, dated June 26, 2002, in the principal amount

of $3,871,894.47;

(xv) Note, dated July 25, 2002, in the principal amount

of $448,571.00;

(xvi) Note, dated September 5, 2002, in the principal

amount of $4,527,348.00; (xvii) Note, dated September 22, 2002, in the

principal amount of $437,565.55;

(xviii) Note, dated October 21, 2002, in the principal

amount of $412,380.00;

(xix) Note, dated November 25, 2002, in the principal

amount of $804,973.00; and

(xx) Note, dated April 28, 2004, in the principal amount

of $3,594,978.00.

(b) Note Issuances. (i) On the Closing Date, the Company shall

issue to the Initial Purchaser, and the Initial Purchaser shall be deemed to

have purchased, upon the terms and subject to the conditions set forth in this

Agreement, a Tranche B Note of the Company in an aggregate principal amount

equal to the Tranche B Amount.

(ii) On the Closing Date, the Company shall issue to the

Initial Purchaser, and the Initial Purchaser shall be deemed to have

purchased, upon the terms and subject to the conditions set forth in this

Agreement, a Tranche C Note of the Company in an aggregate principal

amount equal to the Restructuring Fee Amount.

<PAGE>

(iii) After the Closing Date, the Company shall not be

permitted to request an issuance of any notes and none of the Purchasers

shall purchase any additional notes of the Company pursuant to this

Agreement.

Section 2.1(b) shall be a Euro-Dollar Rate Note, subject, however, to Sections

2.3(c) and 2.10.

(d) Responsible Officer.

(i) [Reserved].

(ii) [Reserved].

(iii) The Company shall notify the Administrative Agent

of the names of its officers and employees authorized to take actions with

respect to Notes on behalf of the Company (each, a "Responsible Officer")

by providing the Administrative Agent with a Notice of Responsible Officer

substantially in the form of Exhibit B, duly completed and executed by a

Senior Officer of the Company (a "Notice of Responsible Officer"). The

Administrative Agent shall be entitled to rely conclusively on a

Responsible Officer's authority to take actions with respect to Notes on

behalf of the Company until the Administrative Agent receives a new Notice

of Responsible Officer that no longer designates such Person as a

Responsible Officer. The Administrative Agent shall have no duty to verify

the authenticity of the signature appearing on any Notice of Responsible

Officer or any other notice given under the Note Documents.

(e) [Reserved].

(f) Repayment of Notes. The Company shall repay the Existing

Notes and each of the Tranche B Notes and Tranche C Notes in consecutive

installments commencing on September 30, 2005 (each so scheduled date being an

"Installment Date" and the principal amount due on each such Installment Date

for all such Notes being an "Installment"). The Installment payable on each

particular Installment Date shall be equal to the percentage shown for that

Installment Date in the chart immediately below in the column entitled

"Amortization Rate" multiplied by the aggregate principal amount, as of the

Closing Date, of all of the Existing Notes, the Tranche B Notes and the Tranche

C Notes:

<PAGE>

Amortization

Installment Date Rate

==========================================

September 30, 2005 0.1000%

March 31, 2006 0.1000%

September 30,2006 1.2500%

March 31, 2007 1.2500%

June 30, 2007 0.9000%

September 30, 2007 0.9000%

December 31, 2007 0.9000%

March, 31 2008 0.9000%

June 30, 2008 3.5000%

September 30, 2008 3.5000%

December 31, 2008 3.5000%

March 31, 2009 3.5000%

June 30, 2009 3.8750%

September 30, 2009 3.8750%

December 31, 2009 3.8750%

March 31, 2010 3.8750%

June 30, 2010 3.9500%

September 30, 2010 3.9500%

December 31, 2010 3.9500%

March 31, 2011 3.9500%

June 30, 2011 3.9500%

September 30, 2011 3.9500%

December 31, 2011 3.9500%

March 31, 2012 3.9500%

June 30, 2012 3.9500%

September 30, 2012 3.9500%

December 31, 2012 3.9500%

March 31, 2013 5.1875%

June 30, 2013 5.1875%

September 30, 2013 5.1875%

December 31, 2013 5.1875%

100.00%

Notwithstanding any of the foregoing, (i) the Installments shall be reduced in

connection with any voluntary or mandatory prepayments and/or repurchases of the

Notes in accordance with Article VII of the Common Terms Agreement and/or

Sections 2.6 and 2.7 of this Agreement; (ii) after any Assignment of any portion

of a Note pursuant to this Agreement, the amount of any Installment in respect

of such Note shall be paid proportionately to the applicable assignor and

assignee in accordance with their respective interests in such Note; and (iii)

the Notes, together with all other amounts owed under the Note Documents with

respect thereto, shall, in any event, be paid in full no later than the Stated

Maturity Date.

Section 2.2 Treatment of Certain Amounts under the Existing Secured Note

Purchase Agreement and this Agreement; Restructuring Fee.

(a) Notwithstanding any provision in the Existing Secured Note

Purchase Agreement to the contrary, each of the Existing Notes shall be deemed

to have borne interest on the outstanding principal amount thereof for the

period from the Payment Default Date applicable to each such Existing Note

through and including March 31, 2005 at a rate per annum equal to 7.6411%. The

parties hereto agree that the Company's obligation to pay all accrued and unpaid

interest on such Existing Notes and interest on such Existing Notes for the

period from the date hereof through and including March 31, 2005 shall be

determined in accordance with the preceding sentence and the Company's

obligation to pay such interest on the Existing Notes under and in accordance

with the terms thereof, hereof and of the Existing Secured Note Purchase

Agreement shall be fully satisfied and discharged by the issuance of the Tranche

B Notes to the Purchasers in accordance with the terms hereof.

<PAGE>

(b) On the Closing Date, the Company shall pay a restructuring

fee equal to $7,000,000 (the "Restructuring Fee Amount") to the Initial

Purchaser in consideration for entering into the Note Documents. The parties

hereto agree that the Company's obligation to pay such fee shall be fully

satisfied and discharged by the issuance of the Tranche C Notes to the Initial

Purchaser in accordance with the terms hereof.

Section 2.3 Interest; Interest Periods; Continuation/Conversion.

(a) Interest Rate and Payment.

(i) The Company's obligations to pay interest with

respect to the Existing Notes for the period from each applicable Payment

Default Date through March 31, 2005 shall be satisfied in accordance with

Section 2.2(a). Effective as of April 1, 2005, each Interest-Bearing Note

shall bear interest on the outstanding principal amount thereof at (x) for

so long as and to the extent that such Interest-Bearing Note is a

Euro-Dollar Rate Note, the Adjusted Euro-Dollar Rate for each Interest

Period applicable thereto plus the Applicable Margin (per annum) set forth

opposite the reference to the Fiscal Year in which such Interest Period

falls and under the heading "Applicable Margin (Euro-Dollar Rate)" in the

table below and (y) for so long as and to the extent that such

Interest-Bearing Note is a Base Rate Note, the Base Rate (as in effect

from time to time) plus the Applicable Margin set forth opposite the

reference to the Fiscal Year in which the day, for which the Base Rate is

being calculated, falls and under the heading "Applicable Margin (Base

Rate)" in the table below:

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

Fiscal Year Applicable Margin Applicable Margin

(Euro-Dollar Rate) (Base Rate)

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

4/1/05 - 12/31/05 2.689% 1.689%

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

2006 4.104% 3.104%

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

2007 6.258% 5.258%

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

2008 7.495% 6.495%

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

2009 8.733% 7.733%

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

2010 10.589% 9.589%

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

2011 10.589% 9.589%

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

2012 12.445% 11.445%

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

2013 12.445% 11.445%

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

<PAGE>

For the avoidance of doubt, on and after the Closing Date, each

Interest-Bearing Note may be converted to or continued as a Base Rate Note only

in accordance with and subject to the provisions of Sections 2.3(c) and 2.10 of

this Agreement.

(ii) Interest shall accrue on all amounts, other than

principal, payable by any GVT Party under the Note Documents, including

indemnities, overdue interest and Fees (but not including amounts payable

pursuant to Section 8.1, or to Section 8.1 of the Common Terms Agreement,

in either case during the 90-day period after the Closing Date) from the

date such amount is due to and excluding the date of any payment thereof

at the rate otherwise applicable to the Interest-Bearing Notes, subject to

clause (iii) below.

(iii) Notwithstanding the foregoing provisions of this

Section 2.3, at any time while an Event of Default specified in Section

6.1(a) of the Common Terms Agreement exists, all Interest-Bearing Notes

and all other amounts payable under the Note Documents (other than the

Tranche B Notes and Tranche C Notes) shall bear interest, to the maximum

extent permitted by Applicable Law, at a fluctuating rate per annum equal

to the Post-Default Rate as in effect from time to time, without notice or

demand of any kind, until such Event of Default shall have been waived or

otherwise shall have ceased to exist.

(iv) Accrued interest shall be payable in arrears (A) in

the case of a Base Rate Note, on each Interest Payment Date; (B) in the

case of a Euro-Dollar Rate Note, on the last day of each Interest Period

applicable thereto; (C) in the case of any interest accrued at the

Post-Default Rate or pursuant to Section 2.3(a)(ii), on demand and in any

event on each Interest Payment Date; and (D) in the case of any

Interest-Bearing Note (or portion thereof), when such Note (or any portion

thereof) shall become due (whether at maturity, by reason of prepayment,

acceleration, Mandatory Repurchase or otherwise).

(b) Interest Periods. Notwithstanding anything herein to the

contrary, all Interest Periods applicable to Euro-Dollar Rate Notes shall comply

with the definition of "Interest Period."

(i) Subject to this Section 2.3(c) and Section 2.10, the

Company shall have the option (A) at any time, to convert all or any part

of its outstanding Base Rate Notes to Euro-Dollar Rate Notes, and (B) on

the last day of the Interest Period applicable thereto, to (I) convert all

or any part of its outstanding Euro-Dollar Rate Notes to Base Rate Notes,

or (II) continue all or any part of its Euro-Dollar Rate Notes as

Euro-Dollar Rate Notes, provided that, in the case of clauses (A) and (B)

(II), there does not exist a Default or an Event of Default at such time.

If a Default or an Event of Default shall exist upon the expiration of the

Interest Period applicable to any Euro-Dollar Rate Note, such Note

automatically shall be converted into a Base Rate Note.

<PAGE>

(ii) If the Company elects to continue or convert an

Interest-Bearing Note under this Section 2.3(c), it shall deliver to the

Administrative Agent a Notice of Continuation/Conversion substantially in

the form of Exhibit C, duly completed and executed by a Responsible

Officer (a "Notice of Continuation/Conversion"), (A) not later than 10:00

a.m. (New York time) at least three Euro-Dollar Business Days before the

proposed continuation or conversion date, if the Company proposes to

continue, or to convert into, a Euro-Dollar Rate Note, and (B) otherwise

not later than 10:00 a.m. (New York time) at least three Business Days

before the proposed continuation or conversion date.

(iii) In lieu of delivering a Notice of

Continuation/Conversion, the Company, through a Responsible Officer, may

give the Administrative Agent telephonic notice of any proposed

continuation or conversion by the time a Notice of Continuation/Conversion

would be required to be delivered and containing all information required

therefor; provided, however, that such notice shall be confirmed in

writing by delivery of a Notice of Continuation/Conversion to the

Administrative Agent on or before the proposed continuation or conversion

date. The Purchaser Parties shall incur no liability to the Company in

acting upon any telephonic notice that the Administrative Agent believes

to have been given by a Responsible Officer or for otherwise acting in

good faith under this Section 2.3(c) and in converting or continuing any

Interest-Bearing Note (or a part thereof) pursuant to any telephonic

notice.

(iv) Any Notice of Continuation/Conversion (or

telephonic notice in lieu thereof) shall be irrevocable and the Company

shall be bound to continue or convert in accordance therewith. If any

request for the continuation or conversion of an Interest-Bearing Note is

not made in accordance with this Section 2.3(c), or if no Notice of

Continuation/Conversion is so given with respect to a Euro-Dollar Rate

Note in accordance with Section 2.3(c)(ii), then such Euro-Dollar Rate

Note automatically shall be continued as a Euro-Dollar Rate Note.

(v) The Administrative Agent shall promptly notify each

Purchaser of the contents of any Notice of Continuation/Conversion (or

telephonic notice in lieu thereof) received by it, or of the automatic

continuation of any Euro-Dollar Rate Note pursuant to clause (iv).

(d) Computations. Interest accruing at the Euro-Dollar Rate

shall be computed on the basis of a 360-day year and the actual number of days

elapsed (including the first and excluding the last day of the period). All

other amounts payable hereunder or under the other Note Documents shall be

computed on the basis of a 365/366-day year and the actual number of days

elapsed (including the first and excluding the last day of the period). Any

change in the interest rate on any Interest-Bearing Note or other amount

resulting from a change in the rate applicable thereto pursuant to the terms

hereof shall become effective as of 9:00 a.m. (New York time) on the day on

which such change in the applicable rate shall become effective.

<PAGE>

(e) Maximum Lawful Rate of Interest. The rate of interest

payable on any Interest-Bearing Note or other amount hereunder shall in no event

exceed the maximum rate permissible under Applicable Law. If the rate of

interest payable on any Interest-Bearing Note or other amount hereunder is ever

reduced as a result of this clause (e) and at any time thereafter the maximum

rate permitted by Applicable Law shall exceed the rate of interest provided for

in this Agreement, then the rate provided for in this Agreement shall be

increased up to the maximum rate provided by Applicable Law for such period as

is required so that the total amount of interest received by the Purchasers

during such period is that which would have been received by the Purchasers but

for the operation of the first sentence of this clause (e).

(f) Tranche B Notes and Tranche C Notes. The Tranche B Notes

and Tranche C Notes shall be non-interest bearing notes.

Section 2.4 [RESERVED]

Section 2.5 [RESERVED]

Section 2.6 Repurchase; Maturity.

(a) [RESERVED]

(b) Mandatory Repurchase. Upon the occurrence of any Mandatory

Repurchase Event, the Company shall give the Administrative Agent, the Paying

Agent, the Collateral Agent and each of the Purchasers written notice of the

occurrence of such Mandatory Repurchase Event in accordance with Section 7.2(a)

of the Common Terms Agreement (the "Mandatory Repurchase Notice") on or prior to

the date of such occurrence, and the Company shall offer to make a Mandatory

Repurchase and the Purchasers shall sell, on the Euro-Dollar Business Day

specified in the Mandatory Repurchase Notice, which date shall not be less than

five (5) Euro-Dollar Business Days after the date of the Mandatory Repurchase

Notice (the "Mandatory Repurchase Date"), the maximum principal amount of Notes

(together with accrued and unpaid interest, if applicable, on such principal

amount to the date of repurchase) that may be repurchased with the Mandatory

Repurchase Amount, which amount shall be in Dollars and in immediately available

funds (the "Repurchase Price") and shall be allocated among the Purchasers in

accordance with Section 2.7(a) and Section 2.9; provided that the Mandatory

Repurchase Amount shall, with respect to each Mandatory Repurchase, be applied

first, to ratably repurchase the Tranche B Notes and Tranche C Notes, second, to

Base Rate Notes and third, to purchase the Euro-Dollar Rate Notes held by each

such Purchaser. Notwithstanding any of the foregoing, under no circumstances

shall the Company be deemed a Purchaser or a Purchaser Party hereunder or under

any other Note Document upon the occurrence of any Mandatory Repurchase.

(i) Subject to this Section 2.6(c), the Company may, at

its option (to the extent permissible under Applicable Law), at any time

or from time to time, repurchase the Notes in whole or in part, without

premium or penalty, provided that any voluntary repurchase shall be made

first to the ratable repurchase of all Tranche B Notes and Tranche C Notes

prior to any voluntary repurchase of any Interest-Bearing Notes; and

provided further that (A) any repurchase shall be of an aggregate

principal amount of Interest-Bearing Notes of $2,000,000 and integral

multiples of $1,000,000, in the case of Euro-Dollar Rate Notes, or a

minimum aggregate amount of $1,000,000 and integral multiples of

$1,000,000, in the case of Base Rate Notes (or, alternatively, the

aggregate principal amount of Euro-Dollar Rate Notes or Base Rate Notes

then outstanding), and (B) any repurchase of a Euro-Dollar Rate Note, if

made on a day other than the last day of an Interest Period applicable

thereto, shall be made with amounts payable pursuant to Section 2.13.

<PAGE>

(ii) If the Company elects to repurchase Notes under

this Section 2.6(c), it shall deliver to the Administrative Agent and the

Collateral Agent a notice of voluntary repurchase, which notice shall

specify the amount of Tranche B Notes, Tranche C Notes and/or

Interest-Bearing Notes being repurchased, (A) not later than 12:00 noon

(New York time) at least three Euro-Dollar Business Days before the

proposed repurchase, if the Company proposes to repurchase or cause to be

repurchased Euro-Dollar Rate Notes and (B) otherwise not later than 12:00

noon (New York time) three Business Days before the proposed voluntary

repurchase date, together with any notice required by Section 2.7(b). Any

notice of voluntary repurchase shall be irrevocable, and the principal

amount of Notes to be repurchased specified in such notice shall be due

and payable on the date specified in such notice, together with interest

accrued thereon to such date and any amounts payable pursuant to Section

2.13 with respect thereto.

(iii) Each voluntary repurchase shall be applied to the

unpaid principal amount of the Notes held by the respective Purchasers as

provided in Section 2.7(b) and Section 2.9; provided that each voluntary

repurchase shall be applied first to ratably repurchase the Tranche B

Notes and Tranche C Notes prior to any repurchase of the Interest-Bearing

Notes held by each such Purchaser; and provided further that each

voluntary repurchase shall be applied first to repurchase the Base Rate

Notes and then to repurchase the Euro-Dollar Rate Notes held by each such

Purchaser.

(d) Repurchase Generally. If any Notes are repurchased by the

Company pursuant to this Section 2.6, each Purchaser shall deliver to the

Administrative Agent the Notes held by it that are to be repurchased, endorsed

for transfer or accompanied by bond powers executed by such Purchaser, against

receipt of payment of the Repurchase Price or the amount of the voluntary

repurchase, as the case may be. Such repurchase shall be made without recourse

to, or representation or warranty of any kind by, such Purchaser, except that

the Notes shall be sold free and clear of any Lien created by the Administrative

Agent or the Purchaser.

(e) Maturity. All Notes outstanding on the Stated Maturity

Date shall be due and payable on such date.

<PAGE>

Section 2.7 Application of Prepayments.

(a) Mandatory Prepayments. Any mandatory prepayments or

repurchases made pursuant to Section 2.6 shall be applied to the remaining

scheduled repayments (as set forth in Section 2.1(f)) of the applicable Notes in

the inverse order of maturity of such scheduled repayments.

(b) Voluntary Prepayments. Any voluntary prepayments or

repurchases made pursuant to Section 2.6 shall be applied to the remaining

scheduled repayments of the applicable Notes pro rata to such scheduled

repayments (as set forth in Section 2.1(f) of this Agreement), provided,

however, prior to the first voluntary prepayment or repurchase of any Notes or

Other Notes under this Note Purchase Agreement or any Other Note Purchase

Agreement, if at such time, no Mandatory Prepayment shall have been made out of

Excess Cash Flow pursuant to Section 7.1(c) of the Common Terms Agreement or is

(or reasonably expected to be) required to be made within the next ninety (90)

days, the Company may elect, which election shall be irrevocable, to have all

voluntary prepayments or repurchases of all Notes and Other Notes under this

Note Purchase Agreement and the Other Note Purchase Agreements to be applied to

the remaining scheduled amortization of such Notes and Other Notes in the

inverse order of maturity of such scheduled amortization. If and after such

election is made, all other prepayments or repurchases of any Notes or Other

Notes under this Note Purchase Agreement or any Other Note Purchase Agreement

shall be applied in accordance with such election. The Company shall make such

election by delivering a written notice of election not later than 12:00 noon

(New York time) at least three (3) Business Days before the first voluntary

prepayment or repurchase of any Notes or Other Notes, to the Collateral Agent,

to the Administrative Agent and each of the other Facility Agents and to the

Purchasers and the Other Purchasers. Each of the Company, the Administrative

Agent and the Purchasers hereby agree that upon delivery of any such notice of

election, whether in respect of the repurchase or prepayment of the Notes or of

any Other Notes, such election shall be irrevocable and binding upon all

Purchasers and Other Purchasers.

Section 2.8 Manner of Payment.

(a) Payment Generally. Except as expressly provided in Section

2.6 hereof and Section 7.2 of the Common Terms Agreement, the Company shall make

each payment to the Purchasers under the Note Documents to the Paying Agent in

Dollars and in immediately available funds, without any deduction whatsoever,

including any deduction for any setoff, recoupment, counterclaim or, except to

the extent required by Applicable Law but subject to any payments required under

Section 2.12, Taxes (other than Excluded Taxes), at the Paying Agent's Office

for deposit in the Paying Agent's Purchaser Account (which amount will be held

for the Administrative Agent) at such time (and in any event by the close of

business New York time on the Business Day preceding the due date for such

payment) as shall provide the Paying Agent with sufficient time, in turn, to pay

such amount to the Administrative Agent in Dollars and in immediately available

funds, without any deduction whatsoever, including any deduction for any setoff,

recoupment, counterclaim or, except to the extent required by Applicable Law but

subject to any payments required under Section 2.12, Taxes (other than Excluded

Taxes) at the Administrative Agent's Office for deposit in the Administrative

Agent's Purchaser Account not later than 2:00 p.m. (New York time) on the due

date thereof. Any payments received by the Administrative Agent after 2:00 p.m.

(New York time) on any Business Day shall be deemed received on the next

succeeding Business Day. Not later than 3:00 p.m. (New York time) on the day

such payment is made, the Administrative Agent shall initiate a wire transfer to

each Purchaser Party, for the account of that Purchaser Party's Applicable

Purchasing Office, in Dollars and in immediately available funds, of such

Purchaser Party's share of the payment made to the Administrative Agent, as

determined pursuant to Section 2.9. Payment to the Administrative Agent shall be

made by the Paying Agent in accordance with written instructions satisfactory to

the Paying Agent from time to time given to the Paying Agent by the

Administrative Agent; and payment to each Purchaser Party shall be made by the

Administrative Agent in accordance with written instructions satisfactory to the

Administrative Agent from time to time given to the Administrative Agent by each

Purchaser Party. Any payment made by the Company to the Paying Agent and by the

Paying Agent to the Administrative Agent, in each case, in accordance with this

Section 2.8(a) shall, subject to Section 2.8(e) and subject to any obligation of

any Purchaser Party to remit any payments received pursuant to this Section

2.8(a) to the Collateral Agent pursuant to Section 4.3 of the Collateral Agency

and Intercreditor Agreement for further redistribution in accordance with the

terms of the Collateral Agency and Intercreditor Agreement, satisfy pro tanto

and shall be conclusive and shall discharge the Company and the Paying Agent of

their respective corresponding payment obligations to the Purchaser Parties

under the Notes and the other Note Documents.

<PAGE>

(b) Indemnification by the Company. To the extent that the

Company makes any payment due under this Agreement or any other Note Document to

the Paying Agent, the Company hereby indemnifies the Purchaser Parties against

any failure on the part of the Paying Agent to pay to the Administrative Agent

in accordance with the payment instructions (satisfactory to the Paying Agent)

provided to the Paying Agent by the Administrative Agent pursuant to Section

2.8(a) any sum due in respect of the Notes or any other Note Document by the due

date or due time thereof and agrees to pay the amount of such payment due, plus

interest at the Post-Default Rate, if applicable, not later than (i) one

Business Day after the due date thereof, in the case of payments of principal,

(ii) three Business Days after the due date thereof, in the case of payments of

interest and (iii) five Business Days after the due date thereof, in the case of

expenses, Fees or other amounts payable under the Note Documents.

Notwithstanding the foregoing sentence, interest shall be payable by the Company

only with respect to the period of time commencing on the Business Day

immediately after the date it receives written notice from the Administrative

Agent of any such failure by the Paying Agent and ending on the date it makes

payment in full as required by the foregoing sentence. This indemnity

constitutes a separate and independent obligation from the obligations of the

Company under the Notes and the other Note Documents, and shall give rise to a

separate and independent cause of action. To the extent that the Paying Agent

makes any payment to the Administrative Agent with respect to which the

Purchaser Parties have received a payment from the Company in satisfaction of

its indemnification obligations set forth in this Section 2.8(b), each Purchaser

Party shall promptly return to the Company any such indemnification payment so

made by the Company, together with interest at the Federal Funds Rate from one

Business Day after the later of (x) the date on which the payment from the

Paying Agent was received by such Purchaser Party and (y) the date on which such

indemnification payment from the Company was received by such Purchaser Party,

to but excluding the date on which such payment is returned to the Company.

<PAGE>

Section 2.8 to the contrary and except with respect to any payments made under

Section 2.6 hereof or Section 7.2 of the Common Terms Agreement, the Company

may, with two (2) days prior written notice to the Paying Agent and

Administrative Agent, subject to the receipt of any necessary Governmental

Approvals and in lieu of making any payment to the Paying Agent in accordance

with Section 2.8(a), make any payment to the Purchasers under the Note Documents

to the Administrative Agent in Dollars and in immediately available funds,

without any deduction whatsoever, including any deduction for any setoff,

recoupment, counterclaim or, except to the extent required by Applicable Law but

subject to any payments required under Section 2.12, Taxes (other than Excluded

Taxes), at the Administrative Agent's Office, for deposit in the Administrative

Agent's Purchaser Account not later than 2:00 p.m. (New York time) on the due

date thereof. Any payments received by the Administrative Agent after 2:00 p.m.

(New York time) on any Business Day shall be deemed received on the next

succeeding Business Day. The Administrative Agent shall pay amounts received

from the Company to the Purchaser Parties in accordance with Section 2.8(a). Any

payment made by the Company to the Administrative Agent in accordance with this

Section 2.8(c) shall, subject to Section 2.8(e) and, subject to any obligation

of any Purchaser Party to remit any payments received by the Administrative

Agent pursuant to this Section 2.8(c) to the Collateral Agent pursuant to

Section 4.3 of the Collateral Agency and Intercreditor Agreement for further

redistribution in accordance with the terms of the Collateral Agency and

Intercreditor Agreement, satisfy pro tanto and shall be conclusive and shall

discharge the Company of its corresponding payment obligations to the Purchaser

Parties under the Notes and the other Note Documents.

(d) Date of Payment. Whenever any payment or repurchase to be

made hereunder shall be due on a day that is not a Business Day (or, in the case

of any payment with respect to any Euro-Dollar Rate Note, not a Euro-Dollar

Business Day), such payment shall instead be made on the next succeeding

Business Day (or, in the case of any such payment with respect to any

Euro-Dollar Rate Note, the next succeeding Euro-Dollar Business Day), together

with interest accrued during the period of such extension, unless, in the case

of any such payment in respect of Euro-Dollar Notes, such succeeding Euro-Dollar

Business Day falls in the next calendar month, in which case such payment or

repurchase shall be made on the immediately preceding Euro-Dollar Business Day.

(e) Payments Set Aside. To the extent any Agent, the Paying

Agent or any Purchaser receives payment of any amount under the Note Documents,

whether by way of payment by the Company, set-off, as proceeds of Collateral or

otherwise, which payment is subsequently invalidated, declared to be fraudulent

or preferential, set aside or required to be repaid to a trustee, receiver or

any other party under any bankruptcy law, other law or equitable cause, in whole

or in part, then, to the extent of such payment received and to the fullest

extent permitted by Applicable Law, the Obligations or Fees or part thereof

intended to be satisfied thereby shall be revived and continue in full force and

effect, together with all Collateral security therefor, as if such payment had

not been received by such Agent or Purchaser. If prior to any such invalidation,

declaration, setting aside or requirement, this Agreement shall have been

canceled or surrendered, this Agreement shall (to the extent permitted by

Applicable Law) be reinstated in full force and effect, and such prior

cancellation or surrender shall (to the extent permitted by Applicable Law) not

diminish, discharge or otherwise affect the obligations of the Company in

respect of the amount of the affected payment.

<PAGE>

Section 2.9 Pro Rata Treatment.

(a) Except to the extent otherwise expressly provided herein

or in the Collateral Agency and Intercreditor Agreement, (i) each payment or

prepayment by the Company or the Paying Agent of principal or payment in respect

of a repurchase by the Company of the Tranche B Notes shall be made for the

account of the Purchasers pro rata according to the respective outstanding

principal amount of Tranche B Notes held by the Purchasers, (ii) each payment or

prepayment by the Company or the Paying Agent of principal or payment in respect

of a repurchase by the Company of the Tranche C Notes shall be made for the

account of the Purchasers pro rata according to the respective outstanding

principal amount of Tranche C Notes held by the Purchasers, (iii) each payment

or prepayment by the Company or the Paying Agent of principal or payment in

respect of a repurchase by the Company of the Interest-Bearing Notes shall be

made for the account of the Purchasers pro rata according to the respective

outstanding principal amount of Interest-Bearing Notes held by the Purchasers,

(iv) each payment by the Company or the Paying Agent of interest on the

Interest-Bearing Notes shall be made for the account of the Purchasers holding

Interest-Bearing Notes pro rata according to the respective accrued and unpaid

interest on those Interest-Bearing Notes on such day, and (v) each payment by

the Company or the Paying Agent of any other amount owing under the Notes and

the other Note Documents shall be made for the account of the Purchasers pro

rata according to the respective outstanding amounts owed to the Purchasers on

such day.

(b) All payments received by the Administrative Agent from the

Collateral Agent in accordance with Article IV of the Collateral Agency and

Intercreditor Agreement shall be applied pro rata according to the respective

aggregate outstanding amounts owed to the Purchasers on such day.

(d) Except with respect to payments to any Purchaser by a

Political Risk Insurer in respect of Political Risk Insurance to which such

Purchaser is a party, if any Purchaser shall obtain any payment (whether

voluntary, involuntary, through the exercise of any right of set-off, or

otherwise) on account of the amounts owing to it under the Notes issued to it

(other than pursuant to Section 2.11, 2.12 or 2.13) in excess of the amounts it

ought to receive in accordance with clause (a) above, such Purchaser shall

forthwith purchase from the other Purchasers such participations in the amounts

under the Notes owing to them as shall be necessary to cause such purchasing

Purchaser to share the excess payment such that each Purchaser shall have

received the amounts it ought to have received in accordance with clause (a)

above; provided, however, that if all or any portion of such excess payment is

thereafter recovered from such purchasing Purchaser, such purchase

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