Common use of LTD Clause in Contracts

LTD. CDO SERIES 1991-1 ---------------------------------------- [Print Name of Financial Institution] By ------------------------------------- Name: Title: [ ] The above-referenced Financial Institution would like to be Prepaid from the Proceeds of the Issuance of the Senior Subordinated Debt (please initial). TRANCHE B TERM LENDERS Consent to Amendment No. 1 and Waive Prepayment from the Issuance of Senior Subordinated Debt (unless the box below has been checked and is initialed) ENDURANCE CLO I, LTD. ---------------------------------------- By: ING Capital Advisors LLC, as Portfolio Manager [Print Name of Financial Institution] By ------------------------------------- Name: Title: [ ] The above-referenced Financial Institution would like to be Prepaid from the Proceeds of the Issuance of the Senior Subordinated Debt (please initial). TRANCHE B TERM LENDERS Consent to Amendment No. 1 and Waive Prepayment from the Issuance of Senior Subordinated Debt (unless the box below has been checked and is initialed) FIDELITY ADVISOR SERIES II: FIDELITY ADVISOR FLOATING RATE HIGH INCOME FUND ---------------------------------------- [Print Name of Financial Institution] By ------------------------------------- Name: Title: [ ] The above-referenced Financial Institution would like to be Prepaid from the Proceeds of the Issuance of the Senior Subordinated Debt (please initial). TRANCHE B TERM LENDERS Consent to Amendment No. 1 and Waive Prepayment from the Issuance of Senior Subordinated Debt (unless the box below has been checked and is initialed) FIRST SUNAMERICA LIFE INSURANCE COMPANY ---------------------------------------- [Print Name of Financial Institution] By ------------------------------------- Name: Title: [ ] The above-referenced Financial Institution would like to be Prepaid from the Proceeds of the Issuance of the Senior Subordinated Debt (please initial). TRANCHE B TERM LENDERS Consent to Amendment No. 1 and Waive Prepayment from the Issuance of Senior Subordinated Debt (unless the box below has been checked and is initialed) FLAGSHIP CLO 2001-1 ---------------------------------------- [Print Name of Financial Institution] By ------------------------------------- Name: Title: [ ] The above-referenced Financial Institution would like to be Prepaid from the Proceeds of the Issuance of the Senior Subordinated Debt (please initial). TRANCHE B TERM LENDERS Consent to Amendment No. 1 and Waive Prepayment from the Issuance of Senior Subordinated Debt (unless the box below has been checked and is initialed) FRANKLIN CLO II, LIMITED ---------------------------------------- [Print Name of Financial Institution] By ------------------------------------- Name: Title: [ ] The above-referenced Financial Institution would like to be Prepaid from the Proceeds of the Issuance of the Senior Subordinated Debt (please initial). TRANCHE B TERM LENDERS Consent to Amendment No. 1 and Waive Prepayment from the Issuance of Senior Subordinated Debt (unless the box below has been checked and is initialed) FRANKLIN FLOATING RATE MASTER SERIES ---------------------------------------- [Print Name of Financial Institution] By ------------------------------------- Name: Title: [ ] The above-referenced Financial Institution would like to be Prepaid from the Proceeds of the Issuance of the Senior Subordinated Debt (please initial). TRANCHE B TERM LENDERS Consent to Amendment No. 1 and Waive Prepayment from the Issuance of Senior Subordinated Debt (unless the box below has been checked and is initialed) GALAXY CLO 1991-1, LTD. ---------------------------------------- [Print Name of Financial Institution] By ------------------------------------- Name: Title: [ ] The above-referenced Financial Institution would like to be Prepaid from the Proceeds of the Issuance of the Senior Subordinated Debt (please initial). TRANCHE B TERM LENDERS Consent to Amendment No. 1 and Waive Prepayment from the Issuance of Senior Subordinated Debt (unless the box below has been checked and is initialed) XXXXXXX & CO. ---------------------------------------- By: Boston Management and Research as Investment Advisor [Print Name of Financial Institution] By ------------------------------------- Name: Title: [ ] The above-referenced Financial Institution would like to be Prepaid from the Proceeds of the Issuance of the Senior Subordinated Debt (please initial). TRANCHE B TERM LENDERS Consent to Amendment No. 1 and Waive Prepayment from the Issuance of Senior Subordinated Debt (unless the box below has been checked and is initialed) XXXXXXXX CDO, LTD ---------------------------------------- By: Xxxxxxxxx Capital Partners LLC as its Collateral Manager [Print Name of Financial Institution] By ------------------------------------- Name: Title: [ ] The above-referenced Financial Institution would like to be Prepaid from the Proceeds of the Issuance of the Senior Subordinated Debt (please initial). TRANCHE B TERM LENDERS Consent to Amendment No. 1 and Waive Prepayment from the Issuance of Senior Subordinated Debt (unless the box below has been checked and is initialed)

LTD. CDO SERIES 1991-1 By: ING Investments, LLC as its investment manager ---------------------------------------- [Print Name of Financial Institution] By ------------------------------------- Name: Title: [ ] The above-referenced Financial Institution would like to be Prepaid from the Proceeds of the Issuance of the Senior Subordinated Debt (please initial). TRANCHE B TERM LENDERS Consent to Amendment No. 1 and Waive Prepayment from the Issuance of Senior Subordinated Debt (unless the box below has been checked and is initialed) ENDURANCE CLO IPINEHURST TRADING, LTDINC. ---------------------------------------- By: ING Capital Advisors LLC, as Portfolio Manager [Print Name of Financial Institution] By ------------------------------------- Name: Title: [ ] The above-referenced Financial Institution would like to be Prepaid from the Proceeds of the Issuance of the Senior Subordinated Debt (please initial). TRANCHE B TERM LENDERS Consent to Amendment No. 1 and Waive Prepayment from the Issuance of Senior Subordinated Debt (unless the box below has been checked and is initialed) FIDELITY ADVISOR SERIES II: FIDELITY ADVISOR FLOATING RATE HIGH INCOME FUND ---------------------------------------- [Print Name of Financial Institution] By ------------------------------------- Name: Title: [ ] The above-referenced Financial Institution would like to be Prepaid from the Proceeds of the Issuance of the Senior Subordinated Debt (please initial). TRANCHE B TERM LENDERS Consent to Amendment No. 1 and Waive Prepayment from the Issuance of Senior Subordinated Debt (unless the box below has been checked and is initialed) FIRST SUNAMERICA PPM SHADOW CREEK FUNDING TRUST ---------------------------------------- [Print Name of Financial Institution] By ------------------------------------- Name: Title: [ ] The above-referenced Financial Institution would like to be Prepaid from the Proceeds of the Issuance of the Senior Subordinated Debt (please initial). TRANCHE B TERM LENDERS Consent to Amendment No. 1 and Waive Prepayment from the Issuance of Senior Subordinated Debt (unless the box below has been checked and is initialed) PPM SPYGLASS FUNDING TRUST ---------------------------------------- [Print Name of Financial Institution] By ------------------------------------- Name: Title: [ ] The above-referenced Financial Institution would like to be Prepaid from the Proceeds of the Issuance of the Senior Subordinated Debt (please initial). TRANCHE B TERM LENDERS Consent to Amendment No. 1 and Waive Prepayment from the Issuance of Senior Subordinated Debt (unless the box below has been checked and is initialed) PRINCIPAL LIFE INSURANCE COMPANY ---------------------------------------- [Print Name of Financial Institution] By ------------------------------------- Name: Title: [ ] The above-referenced Financial Institution would like to be Prepaid from the Proceeds of the Issuance of the Senior Subordinated Debt (please initial). TRANCHE B TERM LENDERS Consent to Amendment No. 1 and Waive Prepayment from the Issuance of Senior Subordinated Debt (unless the box below has been checked and is initialed) FLAGSHIP CLO 2001-1 ---------------------------------------- [Print Name of Financial Institution] By ------------------------------------- Name: Title: [ ] The above-referenced Financial Institution would like to be Prepaid from the Proceeds of the Issuance of the Senior Subordinated Debt (please initial). TRANCHE B TERM LENDERS Consent to Amendment No. 1 and Waive Prepayment from the Issuance of Senior Subordinated Debt (unless the box below has been checked and is initialed) FRANKLIN CLO II, LIMITED ---------------------------------------- [Print Name of Financial Institution] By ------------------------------------- Name: Title: [ ] The above-referenced Financial Institution would like to be Prepaid from the Proceeds of the Issuance of the Senior Subordinated Debt (please initial). TRANCHE B TERM LENDERS Consent to Amendment No. 1 and Waive Prepayment from the Issuance of Senior Subordinated Debt (unless the box below has been checked and is initialed) FRANKLIN FLOATING RATE MASTER SERIES ---------------------------------------- [Print Name of Financial Institution] By ------------------------------------- Name: Title: [ ] The above-referenced Financial Institution would like to be Prepaid from the Proceeds of the Issuance of the Senior Subordinated Debt (please initial). TRANCHE B TERM LENDERS Consent to Amendment No. 1 and Waive Prepayment from the Issuance of Senior Subordinated Debt (unless the box below has been checked and is initialed) GALAXY CLO 1991-1, LTD. ---------------------------------------- [Print Name of Financial Institution] By ------------------------------------- Name: Title: [ ] The above-referenced Financial Institution would like to be Prepaid from the Proceeds of the Issuance of the Senior Subordinated Debt (please initial). TRANCHE B TERM LENDERS Consent to Amendment No. 1 and Waive Prepayment from the Issuance of Senior Subordinated Debt (unless the box below has been checked and is initialed) XXXXXXX & CO. ---------------------------------------- By: Boston Management and Research as Investment Advisor [Print Name of Financial Institution] By ------------------------------------- Name: Title: [ ] The above-referenced Financial Institution would like to be Prepaid from the Proceeds of the Issuance of the Senior Subordinated Debt (please initial). TRANCHE B TERM LENDERS Consent to Amendment No. 1 and Waive Prepayment from the Issuance of Senior Subordinated Debt (unless the box below has been checked and is initialed) XXXXXXXX CDO, LTD ---------------------------------------- By: Xxxxxxxxx Capital Partners LLC as its Collateral Manager [Print Name of Financial Institution] By ------------------------------------- Name: Title: [ ] The above-referenced Financial Institution would like to be Prepaid from the Proceeds of the Issuance of the Senior Subordinated Debt (please initial). TRANCHE B TERM LENDERS Consent to Amendment No. 1 and Waive Prepayment from the Issuance of Senior Subordinated Debt (unless the box below has been checked and is initialed)

LTD. CDO SERIES 1991-1 ---------------------------------------- [Print Name of Financial Institution] By ------------------------------------- By: —————————————— Name: Xxxxxxx X. Xxxxxxxxx Title: [ Chief Executive Officer AMERICAN STOCK TRANSFER & TRUST COMPANY By: —————————————— Name: Xxxxxxx X. Xxxxxx Title:VicePresident RIGHTS CERTIFICATE Evidencing Rights to Purchase 5% Subordinated Convertible Subordinated Debentures Due 2011 THE TERMS AND CONDITIONS FOR THE DISTRIBUTION OF RIGHTS ARE SET FORTH IN THE RIGHTS AGREEMENT BETWEEN TOWER SEMICONDUCTOR LTD. (THE “COMPANY”) AND AMERICAN STOCK TRANSFER & TRUST COMPANY AND THE COMPANY’S PROSPECTUS DATED _____________, 2005 (THE “PROSPECTUS”), WHICH ARE INCORPORATED HEREIN BY REFERENCE. COPIES OF THE PROSPECTUS ARE AVAILABLE UPON REQUEST FROM THE RIGHTS AGENT OR THE COMPANY. CAPITALIZED TERMS USED HEREIN WITHOUT DEFINITION SHALL HAVE THE MEANINGS ASCRIBED TO SUCH TERMS IN THE PROSPECTUS. Subscription Price: $100.00 per Right THE RIGHTS WILL EXPIRE IF NOT EXERCISED ON OR BEFORE __________ 2005, AT 5:00 P.M., NEW YORK TIME (OR ON A LATER TRADING DATE UPON NOTICE THEREOF FROM THE COMPANY) RECORD HOLDER [___________] The THIS IS TO CERTIFY THAT the record holder named above-referenced Financial Institution would like , or its assigns, is entitled to be Prepaid from subscribe on or before the Proceeds Expiration Date set forth above, for Debentures convertible into Ordinary Shares of the Issuance Company, on the terms and conditions specified in the Prospectus, by exercising the Rights represented by this Certificate. Each full Right, accompanied by payment of $100.00, will entitle the holder to purchase Debentures in the aggregate principal amount of One Hundred Dollars. Each Debenture is of $1.00 principal amount and bears interest at the rate of five percent (5%) per annum. The Debentures are convertible into Ordinary Shares of the Senior Subordinated Debt (please initial)Company at a conversion rate of one Ordinary Share per $1.00 aggregate principal amount of Debentures. TRANCHE B TERM LENDERS Consent The Debentures which the holder is entitled to Amendment Nopurchase will be issued only in integral multiples of $1.00, rounded down to the nearest whole number. 1 The Rights represented by this Rights Certificate may be exercised by completing Form 1A and Waive Prepayment from any other appropriate forms on the Issuance reverse side of Senior Subordinated Debt (this Certificate. Before exercising Rights, Rights Holders are urged to read carefully and in their entirety the Prospectus and Instructions on the reverse side of this Certificate. The Rights represented by this Certificate may be transferred or sold by completing Form 2 in accordance with the Instructions on the reverse side of this Certificate. This Rights Certificate is not valid unless countersigned by the box below has been checked Rights Agent. Witness, the facsimile seal of the Company and is initialed) ENDURANCE CLO I, the facsimile signatures of its duly authorized officers. TOWER SEMICONDUCTOR LTD. ---------------------------------------- Dated: ____________________ By: ING Capital Advisors LLC______________________________ Chairman of the Board By: ______________________________ Secretary [seal] By: ______________________________ Director and Chief Executive Officer Countersigned: AMERICAN STOCK TRANSFER & TRUST COMPANY, as Portfolio Manager [Print Name Rights Agent By ___________________________ Authorized Officer Dated: ______________________ RETURN TO RIGHTS AGENT: by mail, overnight or hand delivery to: American Stock Transfer & Trust Company 00 Xxxxxx Xxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Mr. Xxxxxx Xxxxxx American Stock Transfer & Trust Company 0000 00XX Xxxxxx Xxxxxxxx, Xxx Xxxx 00000 Attention: Mr. Xxxxxx Xxxxxx OR RETURN TO COMPANY ONLY IF YOU ARE A RECORD HOLDER RESIDING IN ISRAEL AND DESIRE TO PAY THE SUBSCRIPTION PRICE IN NEW ISRAELI SHEKELS: by mail, overnight or by hand delivery to: Tower Semiconductor Ltd. Ramat Gavriel Industrial Zone Xxxxxx Haemek, Israel Attention: Xxxx Xxxxxx-Xxxxxx, Corporate Secretary I hereby exercise Rights and subscribe for the purchase of Financial Institution] By ------------------------------------- Name: Title: [ ] The above-referenced Financial Institution would like to be Prepaid from Debentures, upon the Proceeds of terms specified in the Issuance of the Senior Subordinated Debt (please initial). TRANCHE B TERM LENDERS Consent to Amendment No. 1 and Waive Prepayment from the Issuance of Senior Subordinated Debt (unless the box below has been checked and is initialed) FIDELITY ADVISOR SERIES II: FIDELITY ADVISOR FLOATING RATE HIGH INCOME FUND ---------------------------------------- [Print Name of Financial Institution] By ------------------------------------- Name: Title: [ ] The above-referenced Financial Institution would like to be Prepaid from the Proceeds of the Issuance of the Senior Subordinated Debt (please initial). TRANCHE B TERM LENDERS Consent to Amendment No. 1 and Waive Prepayment from the Issuance of Senior Subordinated Debt (unless the box below has been checked and is initialed) FIRST SUNAMERICA LIFE INSURANCE COMPANY ---------------------------------------- [Print Name of Financial Institution] By ------------------------------------- Name: Title: [ ] The above-referenced Financial Institution would like to be Prepaid from the Proceeds of the Issuance of the Senior Subordinated Debt (please initial). TRANCHE B TERM LENDERS Consent to Amendment No. 1 and Waive Prepayment from the Issuance of Senior Subordinated Debt (unless the box below has been checked and is initialed) FLAGSHIP CLO 2001-1 ---------------------------------------- [Print Name of Financial Institution] By ------------------------------------- Name: Title: [ ] The above-referenced Financial Institution would like to be Prepaid from the Proceeds of the Issuance of the Senior Subordinated Debt (please initial). TRANCHE B TERM LENDERS Consent to Amendment No. 1 and Waive Prepayment from the Issuance of Senior Subordinated Debt (unless the box below has been checked and is initialed) FRANKLIN CLO IIProspectus relating thereto, LIMITED ---------------------------------------- [Print Name of Financial Institution] By ------------------------------------- Name: Title: [ ] The above-referenced Financial Institution would like to be Prepaid from the Proceeds of the Issuance of the Senior Subordinated Debt (please initial). TRANCHE B TERM LENDERS Consent to Amendment No. 1 and Waive Prepayment from the Issuance of Senior Subordinated Debt (unless the box below has been checked and is initialed) FRANKLIN FLOATING RATE MASTER SERIES ---------------------------------------- [Print Name of Financial Institution] By ------------------------------------- Name: Title: [ ] The above-referenced Financial Institution would like to be Prepaid from the Proceeds of the Issuance of the Senior Subordinated Debt (please initial). TRANCHE B TERM LENDERS Consent to Amendment No. 1 and Waive Prepayment from the Issuance of Senior Subordinated Debt (unless the box below has been checked and is initialed) GALAXY CLO 1991-1, LTD. ---------------------------------------- [Print Name of Financial Institution] By ------------------------------------- Name: Title: [ ] The above-referenced Financial Institution would like to be Prepaid from the Proceeds of the Issuance of the Senior Subordinated Debt (please initial). TRANCHE B TERM LENDERS Consent to Amendment No. 1 and Waive Prepayment from the Issuance of Senior Subordinated Debt (unless the box below has been checked and is initialed) XXXXXXX & CO. ---------------------------------------- By: Boston Management and Research as Investment Advisor [Print Name of Financial Institution] By ------------------------------------- Name: Title: [ ] The above-referenced Financial Institution would like to be Prepaid from the Proceeds of the Issuance of the Senior Subordinated Debt (please initial). TRANCHE B TERM LENDERS Consent to Amendment No. 1 and Waive Prepayment from the Issuance of Senior Subordinated Debt (unless the box below has been checked and is initialed) XXXXXXXX CDO, LTD ---------------------------------------- By: Xxxxxxxxx Capital Partners LLC as its Collateral Manager [Print Name of Financial Institution] By ------------------------------------- Name: Title: [ ] The above-referenced Financial Institution would like to be Prepaid from the Proceeds of the Issuance of the Senior Subordinated Debt (please initial). TRANCHE B TERM LENDERS Consent to Amendment No. 1 and Waive Prepayment from the Issuance of Senior Subordinated Debt (unless the box below has been checked and is initialed)follows:

LTD. CDO SERIES 1991[Print Name of Financial Institution] By ------------------------------------- Name: Title: [ ] The above-referenced Financial Institution would like to be Prepaid from the Proceeds of the Issuance of the Senior Subordinated Debt (please initial). TRANCHE B TERM LENDERS Consent to Amendment No. 1 and Waive Prepayment from the Issuance of Senior Subordinated Debt (unless the box below has been checked and is initialed) NEMEAN CLO, LTD ---------------------------------------- By: ING Capital Advisors LLC. as Investment Manager ---------------------------------------- [Print Name of Financial Institution] By ------------------------------------- Name: Title: [ ] The above-referenced Financial Institution would like to be Prepaid from the Proceeds of the Issuance of the Senior Subordinated Debt (please initial). TRANCHE B TERM LENDERS Consent to Amendment No. 1 and Waive Prepayment from the Issuance of Senior Subordinated Debt (unless the box below has been checked and is initialed) ENDURANCE CLO I, LTD. XXXXXX CDO LTD ---------------------------------------- By: ING Capital Advisors LLCXxxxx X. Xxxxxx & Co., Inc. as Portfolio Manager [Print Name of Financial Institution] By ------------------------------------- Name: Title: [ ] The above-referenced Financial Institution would like to be Prepaid from the Proceeds of the Issuance of the Senior Subordinated Debt (please initial). TRANCHE B TERM LENDERS Consent to Amendment No. 1 and Waive Prepayment from the Issuance of Senior Subordinated Debt (unless the box below has been checked and is initialed) FIDELITY ADVISOR SERIES II: FIDELITY ADVISOR FLOATING RATE HIGH INCOME FUND Collateral Agent ---------------------------------------- [Print Name of Financial Institution] By ------------------------------------- Name: Title: [ ] The above-referenced Financial Institution would like to be Prepaid from the Proceeds of the Issuance of the Senior Subordinated Debt (please initial). TRANCHE B TERM LENDERS Consent to Amendment No. 1 and Waive Prepayment from the Issuance of Senior Subordinated Debt (unless the box below has been checked and is initialed) FIRST SUNAMERICA LIFE INSURANCE COMPANY NOMURA BOND & LOAN FUND By: JFJ Trust Company of New York as Trustee By: Normura Corporate Research and Asset Management Inc. Attorney-in-fact ---------------------------------------- [Print Name of Financial Institution] By ------------------------------------- Name: Title: [ ] The above-referenced Financial Institution would like to be Prepaid from the Proceeds of the Issuance of the Senior Subordinated Debt (please initial). TRANCHE B TERM LENDERS Consent to Amendment No. 1 and Waive Prepayment from the Issuance of Senior Subordinated Debt (unless the box below has been checked and is initialed) FLAGSHIP CLO 2001-1 NORSE CBO, LTD. ---------------------------------------- By: Regiment Capital Management, LLC as its Investment Advisor By: Regiment Capital Advisors, LLC its Manager and pursuant to delegated authority ---------------------------------------- [Print Name of Financial Institution] By ------------------------------------- Name: Title: [ ] The above-referenced Financial Institution would like to be Prepaid from the Proceeds of the Issuance of the Senior Subordinated Debt (please initial). TRANCHE B TERM LENDERS Consent to Amendment No. 1 and Waive Prepayment from the Issuance of Senior Subordinated Debt (unless the box below has been checked and is initialed) FRANKLIN CLO IINORTH AMERICAN SENIOR FLOATING RATE FUND INC. -------------------------------------------------- By: Xxxxxxxxx Capital Partners LLC as Subadvisor -------------------------------------------------- [Print Name of Financial Institution] By ---------------------------------------------- Name: Title: [ ] The above-referenced Financial Institution would like to be Prepaid from the Proceeds of the Issuance of the Senior Subordinated Debt (please initial). TRANCHE B TERM LENDERS Consent to Amendment No. 1 and Waive Prepayment from the Issuance of Senior Subordinated Debt (unless the box below has been checked and is initialed) NORTHWOODS CAPITAL, LIMITED ---------------------------------------- By: Xxxxxx, Xxxxxx & Co., LP., as Collateral Manager ---------------------------------------- [Print Name of Financial Institution] By ------------------------------------- Name: Title: [ ] The above-referenced Financial Institution would like to be Prepaid from the Proceeds of the Issuance of the Senior Subordinated Debt (please initial). TRANCHE B TERM LENDERS Consent to Amendment No. 1 and Waive Prepayment from the Issuance of Senior Subordinated Debt (unless the box below has been checked and is initialed) FRANKLIN FLOATING RATE MASTER SERIES NORTHWOODS CAPITAL II, LIMITED ---------------------------------------- By: Xxxxxx, Xxxxxx & Co., LP., as Collateral Manager ---------------------------------------- [Print Name of Financial Institution] By ------------------------------------- Name: Title: [ ] The above-referenced Financial Institution would like to be Prepaid from the Proceeds of the Issuance of the Senior Subordinated Debt (please initial). TRANCHE B TERM LENDERS Consent to Amendment No. 1 and Waive Prepayment from the Issuance of Senior Subordinated Debt (unless the box below has been checked and is initialed) GALAXY CLO 1991NORTHWOODS CAPITAL III, LIMITED ---------------------------------------- By: Xxxxxx, Xxxxxx & Co., LP., as Collateral Manager ---------------------------------------- [Print Name of Financial Institution] By ------------------------------------- Name: Title: [ ] The above-1referenced Financial Institution would like to be Prepaid from the Proceeds of the Issuance of the Senior Subordinated Debt (please initial). TRANCHE B TERM LENDERS Consent to Amendment No. 1 and Waive Prepayment from the Issuance of Senior Subordinated Debt (unless the box below has been checked and is initialed) XXXX CDO 2001, LTD. ---------------------------------------- [Print Name of Financial Institution] By ------------------------------------- Name: Title: [ ] The above-referenced Financial Institution would like to be Prepaid from the Proceeds of the Issuance of the Senior Subordinated Debt (please initial). TRANCHE B TERM LENDERS Consent to Amendment No. 1 and Waive Prepayment from the Issuance of Senior Subordinated Debt (unless the box below has been checked and is initialed) XXXXXXX & CO. NUVEEN FLOATING RATE FUND ---------------------------------------- By: Boston Management and Research as Investment Advisor [Print Name of Financial Institution] By ------------------------------------- Name: Title: [ ] The above-referenced Financial Institution would like to be Prepaid from the Proceeds of the Issuance of the Senior Subordinated Debt (please initial). TRANCHE B TERM LENDERS Consent to Amendment No. 1 and Waive Prepayment from the Issuance of Senior Subordinated Debt (unless the box below has been checked and is initialed) XXXXXXXX CDOOAK HILL CREDIT PARTNERS I, LTD LIMITED ---------------------------------------- By: Xxxxxxxxx Capital Partners Oak Hill CLO Management, LLC as its Collateral Investment Manager ---------------------------------------- [Print Name of Financial Institution] By ------------------------------------- Name: Title: [ ] The above-referenced Financial Institution would like to be Prepaid from the Proceeds of the Issuance of the Senior Subordinated Debt (please initial). TRANCHE B TERM LENDERS Consent to Amendment No. 1 and Waive Prepayment from the Issuance of Senior Subordinated Debt (unless the box below has been checked and is initialed)

LTD. CDO SERIES 1991-1 ---------------------------------------- [Print Name of Financial Institution] By ------------------------------------- as a Lender By: /s/ THOMAS G. BRANDT --------------------------------------------- Name: Thomas G. Brandt --------------------------------------- Title: [ ] The above-referenced Financial Institution would like Managing Director -------------------------------------- Signature Page to be Prepaid from the Proceeds letter dated as of the Issuance of the Senior Subordinated Debt date first stated above, among American Cellular Corporation (please initialsuccessor by merger to ACC Acquisition Co.). TRANCHE B TERM LENDERS Consent to Amendment No. 1 and Waive Prepayment from the Issuance of Senior Subordinated Debt (unless the box below has been checked and is initialed) ENDURANCE CLO I, LTD. ---------------------------------------- By: ING Capital Advisors LLC, as Portfolio Manager [Print Name Borrower, Bank of Financial Institution] By ------------------------------------- Name: Title: [ ] The above-referenced Financial Institution would like to be Prepaid from the Proceeds of the Issuance of the Senior Subordinated Debt (please initial)America, N.A., as Administrative Agent, Required Lenders, and Guarantors. TRANCHE B TERM LENDERS Consent to Amendment No. 1 and Waive Prepayment from the Issuance of Senior Subordinated Debt (unless the box below has been checked and is initialed) FIDELITY ADVISOR SERIES II: FIDELITY ADVISOR FLOATING RATE HIGH INCOME FUND ---------------------------------------- [Print Name of Financial Institution] By ------------------------------------- Name: Title: [ ] The above-referenced Financial Institution would like to be Prepaid from the Proceeds of the Issuance of the Senior Subordinated Debt (please initial). TRANCHE B TERM LENDERS Consent to Amendment No. 1 and Waive Prepayment from the Issuance of Senior Subordinated Debt (unless the box below has been checked and is initialed) FIRST SUNAMERICA LIFE INSURANCE COMPANY ---------------------------------------- [Print Name of Financial Institution] By ------------------------------------- Name: Title: [ ] The above-referenced Financial Institution would like to be Prepaid from the Proceeds of the Issuance of the Senior Subordinated Debt (please initial). TRANCHE B TERM LENDERS Consent to Amendment No. 1 and Waive Prepayment from the Issuance of Senior Subordinated Debt (unless the box below has been checked and is initialed) FLAGSHIP Aragston CLO 2001-1 ---------------------------------------- [Print Name of Financial Institution] By ------------------------------------- Ltd ------------------------------------------------- as a Lender By: Bear Stearns Asset Management ---------------------------------------------, Its: Collateral Manager By: /s/ Justin Driscoll --------------------------------------------- Name: JUSTIN DRISCOLL --------------------------------------- Title: [ ] The above-referenced Financial Institution would like Managing Director -------------------------------------- Signature Page to be Prepaid from the Proceeds letter dated as of the Issuance date first stated above, among American Cellular Corporation (successor by merger to ACC Acquisition Co.), as Borrower, Bank of America, N.A., as Administrative Agent, Required Lenders, and Guarantors. IDS Life Insurance Company By: American Express Asset Management Group Inc. As Collateral Manager -------------------------------------------------, as a Lender By: /s/ STEVEN B. STAVER --------------------------------------------- Name: Steven B. Staver --------------------------------------- Title: Managing Director -------------------------------------- Signature Page to the letter dated as of the Senior Subordinated Debt date first stated above, among American Cellular Corporation (please initialsuccessor by merger to ACC Acquisition Co.), as Borrower, Bank of America, N.A., as Administrative Agent, Required Lenders, and Guarantors. TRANCHE B TERM LENDERS Consent to Amendment No. 1 and Waive Prepayment from the Issuance of Senior Subordinated Debt (unless the box below has been checked and is initialed) FRANKLIN CLO II, LIMITED ---------------------------------------- [Print Name of Financial Institution] By ------------------------------------- Name: Title: [ ] The above-referenced Financial Institution would like to be Prepaid from the Proceeds of the Issuance of the Senior Subordinated Debt (please initial). TRANCHE B TERM LENDERS Consent to Amendment No. 1 and Waive Prepayment from the Issuance of Senior Subordinated Debt (unless the box below has been checked and is initialed) FRANKLIN FLOATING RATE MASTER SERIES ---------------------------------------- [Print Name of Financial Institution] By ------------------------------------- Name: Title: [ ] The above-referenced Financial Institution would like to be Prepaid from the Proceeds of the Issuance of the Senior Subordinated Debt (please initial). TRANCHE B TERM LENDERS Consent to Amendment No. 1 and Waive Prepayment from the Issuance of Senior Subordinated Debt (unless the box below has been checked and is initialed) GALAXY CLO 1991-1JISSEKIKUN FUNDING, LTD. ---------------------------------------- [Print Name (ACCT. 1288) By: Pacific Investment Management Company LLC, as its Investment Advisor By: /s/ MOHAN V. PHANSALKAR -------------------------------------- Mohan V. Phansalkar Executivx Xxxx Xxxxxxxxx Signature Page to the letter dated as of Financial Institution] By ------------------------------------- the date first stated above, among American Cellular Corporation (successor by merger to ACC Acquisition Co.), as Borrower, Bank of America, N.A., as Administrative Agent, Required Lenders, and Guarantors. KZH CNC LLC , ------------------------------------------------ as a Lender By: /s/ ANTHONY IARROBINO -------------------------------------------- Name: Anthony Iarrobino -------------------------------------- Title: [ ] The above-referenced Financial Institution would like Authorized Agent ------------------------------------- Signature Page to be Prepaid from the Proceeds letter dated as of the Issuance date first stated above, among American Cellular Corporation (successor by merger to ACC Acquisition Co.), as Borrower, Bank of America, N.A., as Administrative Agent, Required Lenders, and Guarantors. KZH Crescent - 2 LLC , ------------------------------------------------ as a Lender By: /s/ ANTHONY IARROBINO -------------------------------------------- Name: Anthony Iarrobino -------------------------------------- Title: Authorized Agent ------------------------------------- Signature Page to the letter dated as of the Senior Subordinated Debt date first stated above, among American Cellular Corporation (please initialsuccessor by merger to ACC Acquisition Co.), as Borrower, Bank of America, N.A., as Administrative Agent, Required Lenders, and Guarantors. TRANCHE B TERM LENDERS Consent to Amendment No. 1 and Waive Prepayment from the Issuance of Senior Subordinated Debt (unless the box below has been checked and is initialed) XXXXXXX & CO. ---------------------------------------- KZH Crescent - 3 LLC , ------------------------------------------------ as a Lender By: Boston Management and Research as Investment Advisor [Print Name of Financial Institution] By ------------------------------------- /s/ ANTHONY IARROBINO -------------------------------------------- Name: Anthony Iarrobino -------------------------------------- Title: [ ] The above-referenced Financial Institution would like Authorized Agent ------------------------------------- Signature Page to be Prepaid from the Proceeds letter dated as of the Issuance date first stated above, among American Cellular Corporation (successor by merger to ACC Acquisition Co.), as Borrower, Bank of America, N.A., as Administrative Agent, Required Lenders, and Guarantors. KZH Crescent LLC -----------------------------------------------, as a Lender By: /s/ ANTHONY IARROBINO -------------------------------------------- Name: Anthony Iarrobino -------------------------------------- Title: Authorized Agent ------------------------------------- Signature Page to the letter dated as of the Senior Subordinated Debt date first stated above, among American Cellular Corporation (please initialsuccessor by merger to ACC Acquisition Co.), as Borrower, Bank of America, N.A., as Administrative Agent, Required Lenders, and Guarantors. TRANCHE B TERM LENDERS Consent to Amendment No. 1 and Waive Prepayment from the Issuance of Senior Subordinated Debt (unless the box below has been checked and is initialed) XXXXXXXX CDOKZH Cypress Tree-1 LLC -----------------------------------------------, LTD ---------------------------------------- as a Lender By: Xxxxxxxxx Capital Partners LLC as its Collateral Manager [Print Name of Financial Institution] By ------------------------------------- /s/ ANTHONY IARROBINO -------------------------------------------- Name: Anthony Iarrobino -------------------------------------- Title: [ ] The above-referenced Financial Institution would like Authorized Agent ------------------------------------- Signature Page to be Prepaid from the Proceeds letter dated as of the Issuance date first stated above, among American Cellular Corporation (successor by merger to ACC Acquisition Co.), as Borrower, Bank of America, N.A., as Administrative Agent, Required Lenders, and Guarantors. KZH ING-3 LLC -----------------------------------------------, as a Lender By: /s/ ANTHONY IARROBINO -------------------------------------------- Name: Anthony Iarrobino -------------------------------------- Title: Authorized Agent ------------------------------------- Signature Page to the letter dated as of the Senior Subordinated Debt date first stated above, among American Cellular Corporation (please initialsuccessor by merger to ACC Acquisition Co.), as Borrower, Bank of America, N.A., as Administrative Agent, Required Lenders, and Guarantors. TRANCHE B TERM LENDERS Consent KZH Soleil LLC -----------------------------------------------, as a Lender By: /s/ ANTHONY IARROBINO -------------------------------------------- Name: Anthony Iarrobino -------------------------------------- Title: Authorized Agent ------------------------------------- Signature Page to Amendment Nothe letter dated as of the date first stated above, among American Cellular Corporation (successor by merger to ACC Acquisition Co.), as Borrower, Bank of America, N.A., as Administrative Agent, Required Lenders, and Guarantors. 1 KZH Soleil-2 LLC -----------------------------------------------, as a Lender By: /s/ ANTHONY IARROBINO -------------------------------------------- Name: Anthony Iarrobino -------------------------------------- Title: Authorized Agent ------------------------------------- Signature Page to the letter dated as of the date first stated above, among American Cellular Corporation (successor by merger to ACC Acquisition Co.), as Borrower, Bank of America, N.A., as Administrative Agent, Required Lenders, and Waive Prepayment from Guarantors. KZH Sterling LLC -----------------------------------------------, as a Lender By: /s/ ANTHONY IARROBINO -------------------------------------------- Name: Anthony Iarrobino -------------------------------------- Title: Authorized Agent ------------------------------------- Signature Page to the Issuance letter dated as of Senior Subordinated Debt the date first stated above, among American Cellular Corporation (unless the box below has been checked successor by merger to ACC Acquisition Co.), as Borrower, Bank of America, N.A., as Administrative Agent, Required Lenders, and is initialed)Guarantors.

LTD. CDO SERIES 19912000-1 ---------------------------------------- [Print Name of Financial Institution] By ------------------------------------- 1, ------------------------------------------------ as a Lender By: First Union Institutional Debt Management -------------------------------------------- Its: as Collateral Manager --------------------------------------- By: -------------------------------------------- Name: -------------------------------------- Title: [ ] The above-referenced Financial Institution would like ------------------------------------- By: /s/ WILLIAM A. HAYES -------------------------------------------- Name: William A. Hayes -------------------------------------- Title: Director ------------------------------------- Signature Page to be Prepaid from the Proceeds letter dated as of the Issuance date first stated above, among American Cellular Corporation (successor by merger to ACC Acquisition Co.), as Borrower, Bank of America, N.A., as Administrative Agent, Required Lenders, and Guarantors. ELC (Cayman) Ltd. 1999-III, ------------------------------------------------ as a Lender By: First Union Institutional Debt Management -------------------------------------------- as Collateral Manager --------------------------------------- By: /s/ ADRIENNE MUSGNOG -------------------------------------------- Name: Adrienne Musgnog -------------------------------------- Title: Director ------------------------------------- Signature Page to the letter dated as of the Senior Subordinated Debt date first stated above, among American Cellular Corporation (please initialsuccessor by merger to ACC Acquisition Co.), as Borrower, Bank of America, N.A., as Administrative Agent, Required Lenders, and Guarantors. TRANCHE B TERM LENDERS Consent ELT LTD. ------------------------------------------------, as a Lender By: /s/ Diana L. Mushill -------------------------------------------- Name: DIANA L. MUSHILL -------------------------------------- Title: Authorized Agent ------------------------------------- Signature Page to Amendment Nothe letter dated as of the date first stated above, among American Cellular Corporation (successor by merger to ACC Acquisition Co.), as Borrower, Bank of America, N.A., as Administrative Agent, Required Lenders, and Guarantors. 1 and Waive Prepayment from the Issuance of Senior Subordinated Debt (unless the box below has been checked and is initialed) ENDURANCE CLO I, LTD C/o ING Capital Advisors LLC, As Portfolio Manager BY: /s/ GORDON R. COOK ------------------------------- Name: GORDON COOK Title: SXXXXX XXXX PRESIDENT & PORTFOLIO MANAGER THE ING CAPITAL SENIOR SECURED HIGH INCOME HOLDINGS FUND, LTD. ---------------------------------------- ByBY: ING Capital Advisors LLC, as Portfolio Investment Manager [Print Name of Financial Institution] By ------------------------------------- BY: /s/ GORDON R. COOK ------------------------------- Name: GORDON COOK Title: [ ] The aboveSXXXXX XXXX PRESIDENT & PORTFOLIO MANAGER SEQUILS-referenced Financial Institution would like to be Prepaid from the Proceeds of the Issuance of the Senior Subordinated Debt ING I (please initialHBDGM). TRANCHE B TERM LENDERS Consent to Amendment No. 1 and Waive Prepayment from the Issuance of Senior Subordinated Debt (unless the box below has been checked and is initialed) FIDELITY ADVISOR SERIES II: FIDELITY ADVISOR FLOATING RATE HIGH INCOME FUND ---------------------------------------- [Print Name of Financial Institution] By ------------------------------------- Name: Title: [ ] The above-referenced Financial Institution would like to be Prepaid from the Proceeds of the Issuance of the Senior Subordinated Debt (please initial). TRANCHE B TERM LENDERS Consent to Amendment No. 1 and Waive Prepayment from the Issuance of Senior Subordinated Debt (unless the box below has been checked and is initialed) FIRST SUNAMERICA LIFE INSURANCE COMPANY ---------------------------------------- [Print Name of Financial Institution] By ------------------------------------- Name: Title: [ ] The above-referenced Financial Institution would like to be Prepaid from the Proceeds of the Issuance of the Senior Subordinated Debt (please initial). TRANCHE B TERM LENDERS Consent to Amendment No. 1 and Waive Prepayment from the Issuance of Senior Subordinated Debt (unless the box below has been checked and is initialed) FLAGSHIP CLO 2001-1 ---------------------------------------- [Print Name of Financial Institution] By ------------------------------------- Name: Title: [ ] The above-referenced Financial Institution would like to be Prepaid from the Proceeds of the Issuance of the Senior Subordinated Debt (please initial). TRANCHE B TERM LENDERS Consent to Amendment No. 1 and Waive Prepayment from the Issuance of Senior Subordinated Debt (unless the box below has been checked and is initialed) FRANKLIN CLO II, LIMITED ---------------------------------------- [Print Name of Financial Institution] By ------------------------------------- Name: Title: [ ] The above-referenced Financial Institution would like to be Prepaid from the Proceeds of the Issuance of the Senior Subordinated Debt (please initial). TRANCHE B TERM LENDERS Consent to Amendment No. 1 and Waive Prepayment from the Issuance of Senior Subordinated Debt (unless the box below has been checked and is initialed) FRANKLIN FLOATING RATE MASTER SERIES ---------------------------------------- [Print Name of Financial Institution] By ------------------------------------- Name: Title: [ ] The above-referenced Financial Institution would like to be Prepaid from the Proceeds of the Issuance of the Senior Subordinated Debt (please initial). TRANCHE B TERM LENDERS Consent to Amendment No. 1 and Waive Prepayment from the Issuance of Senior Subordinated Debt (unless the box below has been checked and is initialed) GALAXY CLO 1991-1, LTD. ---------------------------------------- [Print Name of Financial Institution] By ------------------------------------- BY: ING Capital Advisors LLC, as Collateral Manager BY: /s/ GORDON R. COOK ------------------------------- Name: GORDON COOK Title: [ ] The aboveSXXXXX XXXX PRESIDENT & PORTFOLIO MANAGER BALANCED HIGH-referenced Financial Institution would like YIELD FUND I, LTD. BY: ING Capital Advisors LLC, as Asset Manager BY: /s/ GORDON R. COOK ------------------------------- Name: GORDON COOK Title: SXXXXX XXXX PRESIDENT & PORTFOLIO MANAGER BALANCED HIGH-YIELD FUND II, LTD. BY: ING Capital Advisors LLC, as Asset Manager BY: /s/ GORDON R. COOK ------------------------------- Name: GORDON COOK Title: SXXXXX XXXX PRESIDENT & PORTFOLIO MANAGER Signature Page to be Prepaid from the Proceeds letter dated as of the Issuance date first stated above, among American Cellular Corporation (successor by merger to ACC Acquisition Co.), as Borrower, Bank of America, N.A., as Administrative Agent, Required Lenders, and Guarantors. FIRST DOMINION FUNDING I -------------------------------------------------, as a Lender By: /s/ ANDREW H. MARSHAK --------------------------------------------- Name: ANDREW H. MARSHAK --------------------------------------- Title: AUTHORIZED SIGNATORY -------------------------------------- Signature Page to the letter dated as of the Senior Subordinated Debt date first stated above, among American Cellular Corporation (please initialsuccessor by merger to ACC Acquisition Co.), as Borrower, Bank of America, N.A., as Administrative Agent, Required Lenders, and Guarantors. TRANCHE B TERM LENDERS Consent to Amendment No. 1 and Waive Prepayment from the Issuance of Senior Subordinated Debt (unless the box below has been checked and is initialed) XXXXXXX & CO. ---------------------------------------- FIRST DOMINION FUNDING II ------------------------------------------------- as a Lender By: Boston Management and Research as Investment Advisor [Print Name of Financial Institution] By ------------------------------------- /s/ ANDREW H. MARSHAK --------------------------------------------- Name: ANDREW H. MARSHAK --------------------------------------- Title: [ ] The above-referenced Financial Institution would like AUTHORIZED SIGNATORY -------------------------------------- Signature Page to be Prepaid from the Proceeds letter dated as of the Issuance date first stated above, among American Cellular Corporation (successor by merger to ACC Acquisition Co.), as Borrower, Bank of the Senior Subordinated Debt (please initial). TRANCHE B TERM LENDERS Consent to Amendment No. 1 America, N.A., as Administrative Agent, Required Lenders, and Waive Prepayment from the Issuance of Senior Subordinated Debt (unless the box below has been checked and is initialed) XXXXXXXX CDO, LTD ---------------------------------------- By: Xxxxxxxxx Capital Partners LLC as its Collateral Manager [Print Name of Financial Institution] By ------------------------------------- Name: Title: [ ] The above-referenced Financial Institution would like to be Prepaid from the Proceeds of the Issuance of the Senior Subordinated Debt (please initial). TRANCHE B TERM LENDERS Consent to Amendment No. 1 and Waive Prepayment from the Issuance of Senior Subordinated Debt (unless the box below has been checked and is initialed)Guarantors.

LTD. CDO SERIES 1991-1 ---------------------------------------- [Print Name of Financial Institution] By By: ------------------------------------- Name: TitleAddress: [ ] The above-referenced Financial Institution would like to be Prepaid from the Proceeds 0 Xxx xx Xxxxxxxxxx, 0000 Xxxxxx, Xxxxxxxxxxx Attn: SCHEDULE I SELLER ---------------------------------------------------------------------------------------------------------- NAME NUMBER OF PURCHASER WARRANTS ISSUED AT CASH PAID AT CLOSING SHARES OF SHARES ISSUED CLOSING NETSAT COMMON AT CLOSING STOCK ---------------------------------------------------------------------------------------------------------- Reuters Investments 2,000,000 200,000 225,000 $500,000 (Bermuda) Ltd. ---------------------------------------------------------------------------------------------------------- Exhibit A --------- Form of the Issuance Warrant NEITHER THIS WARRANT, NOR THE COMMON STOCK TO BE ISSUED UPON EXERCISE HEREOF, HAS BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR QUALIFIED UNDER THE APPLICABLE SECURITIES LAWS OF ANY OTHER JURISDICTION (THE "LAW"), AND THIS WARRANT HAS BEEN, AND THE COMMON STOCK TO BE ISSUED UPON EXERCISE HEREOF WILL BE, ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR FOR RESALE IN CONNECTION WITH, ANY DISTRIBUTION THEREOF. NO SUCH SALE OR OTHER DISPOSITION MAY BE MADE EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND QUALIFICATION UNDER THE LAW RELATED THERETO, OR AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS UNDER THE ACT AND LAW, RESPECTIVELY, OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY (AS THAT TERM IS DEFINED BELOW) AND ITS COUNSEL, THAT SAID REGISTRATION AND QUALIFICATION ARE NOT REQUIRED UNDER THE ACT AND LAW, RESPECTIVELY. GLOBECOMM SYSTEMS INC. May __, 2001 225,000 Shares of the Senior Subordinated Debt (please initial). TRANCHE B TERM LENDERS Consent to Amendment No. 1 and Waive Prepayment from the Issuance of Senior Subordinated Debt (unless the box below has been checked and is initialed) ENDURANCE CLO I, LTD. ---------------------------------------- By: ING Capital Advisors LLC, as Portfolio Manager [Print Name of Financial Institution] By ------------------------------------- Name: Title: [ ] The above-referenced Financial Institution would like to be Prepaid from the Proceeds of the Issuance of the Senior Subordinated Debt (please initial). TRANCHE B TERM LENDERS Consent to Amendment No. 1 and Waive Prepayment from the Issuance of Senior Subordinated Debt (unless the box below has been checked and is initialed) FIDELITY ADVISOR SERIES II: FIDELITY ADVISOR FLOATING RATE HIGH INCOME FUND ---------------------------------------- [Print Name of Financial Institution] By ------------------------------------- Name: Title: [ ] The above-referenced Financial Institution would like to be Prepaid from the Proceeds of the Issuance of the Senior Subordinated Debt (please initial). TRANCHE B TERM LENDERS Consent to Amendment No. 1 and Waive Prepayment from the Issuance of Senior Subordinated Debt (unless the box below has been checked and is initialed) FIRST SUNAMERICA LIFE INSURANCE COMPANY ---------------------------------------- [Print Name of Financial Institution] By ------------------------------------- Name: Title: [ ] The above-referenced Financial Institution would like to be Prepaid from the Proceeds of the Issuance of the Senior Subordinated Debt (please initial). TRANCHE B TERM LENDERS Consent to Amendment No. 1 and Waive Prepayment from the Issuance of Senior Subordinated Debt (unless the box below has been checked and is initialed) FLAGSHIP CLO 2001-1 ---------------------------------------- [Print Name of Financial Institution] By ------------------------------------- Name: Title: [ ] The above-referenced Financial Institution would like to be Prepaid from the Proceeds of the Issuance of the Senior Subordinated Debt (please initial). TRANCHE B TERM LENDERS Consent to Amendment No. 1 and Waive Prepayment from the Issuance of Senior Subordinated Debt (unless the box below has been checked and is initialed) FRANKLIN CLO II, LIMITED ---------------------------------------- [Print Name of Financial Institution] By ------------------------------------- Name: Title: [ ] The above-referenced Financial Institution would like to be Prepaid from the Proceeds of the Issuance of the Senior Subordinated Debt (please initial). TRANCHE B TERM LENDERS Consent to Amendment No. 1 and Waive Prepayment from the Issuance of Senior Subordinated Debt (unless the box below has been checked and is initialed) FRANKLIN FLOATING RATE MASTER SERIES ---------------------------------------- [Print Name of Financial Institution] By ------------------------------------- Name: Title: [ ] The above-referenced Financial Institution would like to be Prepaid from the Proceeds of the Issuance of the Senior Subordinated Debt (please initial). TRANCHE B TERM LENDERS Consent to Amendment No. 1 and Waive Prepayment from the Issuance of Senior Subordinated Debt (unless the box below has been checked and is initialed) GALAXY CLO 1991-1, LTD. ---------------------------------------- [Print Name of Financial Institution] By ------------------------------------- Name: Title: [ ] The above-referenced Financial Institution would like to be Prepaid from the Proceeds of the Issuance of the Senior Subordinated Debt (please initial). TRANCHE B TERM LENDERS Consent to Amendment No. 1 and Waive Prepayment from the Issuance of Senior Subordinated Debt (unless the box below has been checked and is initialed) XXXXXXX & CO. ---------------------------------------- By: Boston Management and Research as Investment Advisor [Print Name of Financial Institution] By ------------------------------------- Name: Title: [ ] The above-referenced Financial Institution would like to be Prepaid from the Proceeds of the Issuance of the Senior Subordinated Debt (please initial). TRANCHE B TERM LENDERS Consent to Amendment No. 1 and Waive Prepayment from the Issuance of Senior Subordinated Debt (unless the box below has been checked and is initialed) XXXXXXXX CDO, LTD ---------------------------------------- By: Xxxxxxxxx Capital Partners LLC as its Collateral Manager [Print Name of Financial Institution] By ------------------------------------- Name: Title: [ ] The above-referenced Financial Institution would like to be Prepaid from the Proceeds of the Issuance of the Senior Subordinated Debt (please initial). TRANCHE B TERM LENDERS Consent to Amendment No. 1 and Waive Prepayment from the Issuance of Senior Subordinated Debt (unless the box below has been checked and is initialed)Common Stock WARRANT FOR COMMON STOCK

LTD. CDO SERIES 1991[Print Name of Financial Institution] By ------------------------------------- Name: Title: [ ] The above-referenced Financial Institution would like to be Prepaid from the Proceeds of the Issuance of the Senior Subordinated Debt (please initial). TRANCHE B TERM LENDERS Consent to Amendment No. 1 and Waive Prepayment from the Issuance of Senior Subordinated Debt (unless the box below has been checked and is initialed) NEMEAN CLO, LTD ---------------------------------------- By: ING Capital Advisors LLC. as Investment Manager ---------------------------------------- [Print Name of Financial Institution] By ------------------------------------- Name: Title: [ ] The above-referenced Financial Institution would like to be Prepaid from the Proceeds of the Issuance of the Senior Subordinated Debt (please initial). TRANCHE B TERM LENDERS Consent to Amendment No. 1 and Waive Prepayment from the Issuance of Senior Subordinated Debt (unless the box below has been checked and is initialed) ENDURANCE CLO I, LTD. XXXXXX CDO LTD ---------------------------------------- By: ING Capital Advisors LLCXxxxx X. Xxxxxx & Co., Inc. as Portfolio Manager [Print Name of Financial Institution] By ------------------------------------- Name: Title: [ ] The above-referenced Financial Institution would like to be Prepaid from the Proceeds of the Issuance of the Senior Subordinated Debt (please initial). TRANCHE B TERM LENDERS Consent to Amendment No. 1 and Waive Prepayment from the Issuance of Senior Subordinated Debt (unless the box below has been checked and is initialed) FIDELITY ADVISOR SERIES II: FIDELITY ADVISOR FLOATING RATE HIGH INCOME FUND Collateral Agent ---------------------------------------- [Print Name of Financial Institution] By ------------------------------------- Name: Title: [ ] The above-referenced Financial Institution would like to be Prepaid from the Proceeds of the Issuance of the Senior Subordinated Debt (please initial). TRANCHE B TERM LENDERS Consent to Amendment No. 1 and Waive Prepayment from the Issuance of Senior Subordinated Debt (unless the box below has been checked and is initialed) FIRST SUNAMERICA LIFE INSURANCE COMPANY NOMURA BOND & LOAN FUND By: JFJ Trust Company of New York as Trustee By: Normura Corporate Research and Asset Management Inc. Attorney-in-fact ---------------------------------------- [Print Name of Financial Institution] By ------------------------------------- Name: Title: [ ] The above-referenced Financial Institution would like to be Prepaid from the Proceeds of the Issuance of the Senior Subordinated Debt (please initial). TRANCHE B TERM LENDERS Consent to Amendment No. 1 and Waive Prepayment from the Issuance of Senior Subordinated Debt (unless the box below has been checked and is initialed) FLAGSHIP CLO 2001-1 NORSE CBO, LTD. ---------------------------------------- By: Regiment Capital Management, LLC as its Investment Advisor By: Regiment Capital Advisors, LLC its Manager and pursuant to delegated authority ---------------------------------------- [Print Name of Financial Institution] By ------------------------------------- Name: Title: [ ] The above-referenced Financial Institution would like to be Prepaid from the Proceeds of the Issuance of the Senior Subordinated Debt (please initial). TRANCHE B TERM LENDERS Consent to Amendment No. 1 and Waive Prepayment from the Issuance of Senior Subordinated Debt (unless the box below has been checked and is initialed) FRANKLIN CLO II, LIMITED NORTH AMERICAN SENIOR FLOATING RATE FUND INC. ---------------------------------------- By: Xxxxxxxxx Capital Partners LLC as Subadvisor ---------------------------------------- [Print Name of Financial Institution] By ------------------------------------- Name: Title: [ ] The above-referenced Financial Institution would like to be Prepaid from the Proceeds of the Issuance of the Senior Subordinated Debt (please initial). TRANCHE B TERM LENDERS Consent to Amendment No. 1 and Waive Prepayment from the Issuance of Senior Subordinated Debt (unless the box below has been checked and is initialed) FRANKLIN FLOATING RATE MASTER SERIES NORTHWOODS CAPITAL, LIMITED ---------------------------------------- By: Xxxxxx, Xxxxxx & Co., LP., as Collateral Manager ---------------------------------------- [Print Name of Financial Institution] By ------------------------------------- Name: Title: [ ] The above-referenced Financial Institution would like to be Prepaid from the Proceeds of the Issuance of the Senior Subordinated Debt (please initial). TRANCHE B TERM LENDERS Consent to Amendment No. 1 and Waive Prepayment from the Issuance of Senior Subordinated Debt (unless the box below has been checked and is initialed) GALAXY CLO 1991NORTHWOODS CAPITAL II, LIMITED ---------------------------------------- By: Xxxxxx, Xxxxxx & Co., LP., as Collateral Manager ---------------------------------------- [Print Name of Financial Institution] By ------------------------------------- Name: Title: [ ] The above-1referenced Financial Institution would like to be Prepaid from the Proceeds of the Issuance of the Senior Subordinated Debt (please initial). TRANCHE B TERM LENDERS Consent to Amendment No. 1 and Waive Prepayment from the Issuance of Senior Subordinated Debt (unless the box below has been checked and is initialed) NORTHWOODS CAPITAL III, LIMITED ---------------------------------------- By: Xxxxxx, Xxxxxx & Co., LP., as Collateral Manager ---------------------------------------- [Print Name of Financial Institution] By ------------------------------------- Name: Title: [ ] The above-referenced Financial Institution would like to be Prepaid from the Proceeds of the Issuance of the Senior Subordinated Debt (please initial). TRANCHE B TERM LENDERS Consent to Amendment No. 1 and Waive Prepayment from the Issuance of Senior Subordinated Debt (unless the box below has been checked and is initialed) XXXX CDO 2001, LTD. ---------------------------------------- [Print Name of Financial Institution] By ------------------------------------- Name: Title: [ ] The above-referenced Financial Institution would like to be Prepaid from the Proceeds of the Issuance of the Senior Subordinated Debt (please initial). TRANCHE B TERM LENDERS Consent to Amendment No. 1 and Waive Prepayment from the Issuance of Senior Subordinated Debt (unless the box below has been checked and is initialed) XXXXXXX & CO. NUVEEN FLOATING RATE FUND ---------------------------------------- By: Boston Management and Research as Investment Advisor [Print Name of Financial Institution] By ------------------------------------- Name: Title: [ ] The above-referenced Financial Institution would like to be Prepaid from the Proceeds of the Issuance of the Senior Subordinated Debt (please initial). TRANCHE B TERM LENDERS Consent to Amendment No. 1 and Waive Prepayment from the Issuance of Senior Subordinated Debt (unless the box below has been checked and is initialed) XXXXXXXX CDOOAK HILL CREDIT PARTNERS I, LTD LIMITED ---------------------------------------- By: Xxxxxxxxx Capital Partners Oak Hill CLO Management, LLC as its Collateral Investment Manager ---------------------------------------- [Print Name of Financial Institution] By ------------------------------------- Name: Title: [ ] The above-referenced Financial Institution would like to be Prepaid from the Proceeds of the Issuance of the Senior Subordinated Debt (please initial). TRANCHE B TERM LENDERS Consent to Amendment No. 1 and Waive Prepayment from the Issuance of Senior Subordinated Debt (unless the box below has been checked and is initialed)

LTD. CDO SERIES 1991-1 ---------------------------------------- [Print Name of Financial Institution] By ------------------------------------- By: —————————————— Name: Xxxxxxx X. Xxxxxxxxx Title: [ Chief Executive Officer AMERICAN STOCK TRANSFER & TRUST COMPANY By: —————————————— Name: Xxxxxxx X. Xxxxxx Title:VicePresident RIGHTS CERTIFICATE Evidencing Rights to Purchase 5% Subordinated Convertible Subordinated Debentures Due 2011 THE TERMS AND CONDITIONS FOR THE DISTRIBUTION OF RIGHTS ARE SET FORTH IN THE RIGHTS AGREEMENT BETWEEN TOWER SEMICONDUCTOR LTD. (THE “COMPANY”) AND AMERICAN STOCK TRANSFER & TRUST COMPANY AND THE COMPANY’S PROSPECTUS DATED _____________, 2005 (THE “PROSPECTUS”), WHICH ARE INCORPORATED HEREIN BY REFERENCE. COPIES OF THE PROSPECTUS ARE AVAILABLE UPON REQUEST FROM THE RIGHTS AGENT OR THE COMPANY. CAPITALIZED TERMS USED HEREIN WITHOUT DEFINITION SHALL HAVE THE MEANINGS ASCRIBED TO SUCH TERMS IN THE PROSPECTUS. Subscription Price: $100.00 per Right THE RIGHTS WILL EXPIRE IF NOT EXERCISED ON OR BEFORE __________ 2005, AT 5:00 P.M., NEW YORK TIME (OR ON A LATER DATE UPON NOTICE THEREOF FROM THE COMPANY) RECORD HOLDER [___________] The THIS IS TO CERTIFY THAT the record holder named above-referenced Financial Institution would like , or its assigns, is entitled to be Prepaid from subscribe on or before the Proceeds Expiration Date set forth above, for Debentures convertible into Ordinary Shares of the Issuance Company, on the terms and conditions specified in the Prospectus, by exercising the Rights represented by this Certificate. Each full Right, accompanied by payment of $100.00, will entitle the holder to purchase Debentures in the aggregate principal amount of One Hundred Dollars. Each Debenture is of $1.00 principal amount and bears interest at the rate of five percent (5%) per annum. The Debentures are convertible into Ordinary Shares of the Senior Subordinated Debt (please initial)Company at a conversion rate of one Ordinary Share per $1.00 aggregate principal amount of Debentures. TRANCHE B TERM LENDERS Consent The Debentures which the holder is entitled to Amendment Nopurchase will be issued only in integral multiples of $1.00, rounded down to the nearest whole number. 1 The Rights represented by this Rights Certificate may be exercised by completing Form 1A and Waive Prepayment from any other appropriate forms on the Issuance reverse side of Senior Subordinated Debt (this Certificate. Before exercising Rights, Rights Holders are urged to read carefully and in their entirety the Prospectus and the Instructions on the reverse side of this Certificate. The Rights represented by this Certificate may be transferred or sold by completing Form 2 in accordance with the Instructions on the reverse side of this Certificate. This Rights Certificate is not valid unless countersigned by the box below has been checked Rights Agent. Witness, the facsimile seal of the Company and is initialed) ENDURANCE CLO I, the facsimile signatures of its duly authorized officers. TOWER SEMICONDUCTOR LTD. ---------------------------------------- Dated: ____________________ By: ING Capital Advisors LLC______________________________ Chairman of the Board By: ______________________________ Secretary [seal] By: ______________________________ Director and Chief Executive Officer Countersigned: AMERICAN STOCK TRANSFER & TRUST COMPANY, as Portfolio Manager [Print Name Rights Agent By ___________________________ Authorized Officer Dated: ______________________ RETURN TO RIGHTS AGENT: by mail, overnight or hand delivery to: American Stock Transfer & Trust Company 00 Xxxxxx Xxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Reorganization Department American Stock Transfer & Trust Company 0000 00XX Xxxxxx Xxxxxxxx, Xxx Xxxx 00000 Attention: Reorganization Department OR RETURN TO THE COMPANY ONLY IF YOU ARE A RECORD HOLDER RESIDING IN ISRAEL AND DESIRE TO PAY THE SUBSCRIPTION PRICE IN NEW ISRAELI SHEKELS: by mail or by hand delivery to: Tower Semiconductor Ltd. Ramat Gavriel Industrial Zone Xxxxxx Haemek, Israel Attention: Xxxx Xxxxxx-Xxxxxx, Corporate Secretary I hereby exercise Rights and subscribe for the purchase of Financial Institution] By ------------------------------------- Name: Title: [ ] The above-referenced Financial Institution would like to be Prepaid from Debentures, upon the Proceeds of terms specified in the Issuance of the Senior Subordinated Debt (please initial). TRANCHE B TERM LENDERS Consent to Amendment No. 1 and Waive Prepayment from the Issuance of Senior Subordinated Debt (unless the box below has been checked and is initialed) FIDELITY ADVISOR SERIES II: FIDELITY ADVISOR FLOATING RATE HIGH INCOME FUND ---------------------------------------- [Print Name of Financial Institution] By ------------------------------------- Name: Title: [ ] The above-referenced Financial Institution would like to be Prepaid from the Proceeds of the Issuance of the Senior Subordinated Debt (please initial). TRANCHE B TERM LENDERS Consent to Amendment No. 1 and Waive Prepayment from the Issuance of Senior Subordinated Debt (unless the box below has been checked and is initialed) FIRST SUNAMERICA LIFE INSURANCE COMPANY ---------------------------------------- [Print Name of Financial Institution] By ------------------------------------- Name: Title: [ ] The above-referenced Financial Institution would like to be Prepaid from the Proceeds of the Issuance of the Senior Subordinated Debt (please initial). TRANCHE B TERM LENDERS Consent to Amendment No. 1 and Waive Prepayment from the Issuance of Senior Subordinated Debt (unless the box below has been checked and is initialed) FLAGSHIP CLO 2001-1 ---------------------------------------- [Print Name of Financial Institution] By ------------------------------------- Name: Title: [ ] The above-referenced Financial Institution would like to be Prepaid from the Proceeds of the Issuance of the Senior Subordinated Debt (please initial). TRANCHE B TERM LENDERS Consent to Amendment No. 1 and Waive Prepayment from the Issuance of Senior Subordinated Debt (unless the box below has been checked and is initialed) FRANKLIN CLO IIProspectus relating thereto, LIMITED ---------------------------------------- [Print Name of Financial Institution] By ------------------------------------- Name: Title: [ ] The above-referenced Financial Institution would like to be Prepaid from the Proceeds of the Issuance of the Senior Subordinated Debt (please initial). TRANCHE B TERM LENDERS Consent to Amendment No. 1 and Waive Prepayment from the Issuance of Senior Subordinated Debt (unless the box below has been checked and is initialed) FRANKLIN FLOATING RATE MASTER SERIES ---------------------------------------- [Print Name of Financial Institution] By ------------------------------------- Name: Title: [ ] The above-referenced Financial Institution would like to be Prepaid from the Proceeds of the Issuance of the Senior Subordinated Debt (please initial). TRANCHE B TERM LENDERS Consent to Amendment No. 1 and Waive Prepayment from the Issuance of Senior Subordinated Debt (unless the box below has been checked and is initialed) GALAXY CLO 1991-1, LTD. ---------------------------------------- [Print Name of Financial Institution] By ------------------------------------- Name: Title: [ ] The above-referenced Financial Institution would like to be Prepaid from the Proceeds of the Issuance of the Senior Subordinated Debt (please initial). TRANCHE B TERM LENDERS Consent to Amendment No. 1 and Waive Prepayment from the Issuance of Senior Subordinated Debt (unless the box below has been checked and is initialed) XXXXXXX & CO. ---------------------------------------- By: Boston Management and Research as Investment Advisor [Print Name of Financial Institution] By ------------------------------------- Name: Title: [ ] The above-referenced Financial Institution would like to be Prepaid from the Proceeds of the Issuance of the Senior Subordinated Debt (please initial). TRANCHE B TERM LENDERS Consent to Amendment No. 1 and Waive Prepayment from the Issuance of Senior Subordinated Debt (unless the box below has been checked and is initialed) XXXXXXXX CDO, LTD ---------------------------------------- By: Xxxxxxxxx Capital Partners LLC as its Collateral Manager [Print Name of Financial Institution] By ------------------------------------- Name: Title: [ ] The above-referenced Financial Institution would like to be Prepaid from the Proceeds of the Issuance of the Senior Subordinated Debt (please initial). TRANCHE B TERM LENDERS Consent to Amendment No. 1 and Waive Prepayment from the Issuance of Senior Subordinated Debt (unless the box below has been checked and is initialed)follows: