Credit Agreement - Jato Communications Corp., Lenders, State Street Bank and Trust Co. and Lucent Technologies Inc.


                                   
                                CREDIT AGREEMENT
                                          
                                   DATED AS OF
                                          
                                  JULY 14, 1999
                                          
                                      AMONG
                                          
                              JATO OPERATING CORP.,
                                          
                           JATO COMMUNICATIONS CORP.,
                                          
                            THE LENDERS PARTY HERETO,
                                          
                              STATE STREET BANK AND
                                 TRUST COMPANY,
                              AS COLLATERAL AGENT,
                                          
                                       AND
                                          
                            LUCENT TECHNOLOGIES INC.,
                             AS ADMINISTRATIVE AGENT


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                                TABLE OF CONTENTS





                                                                                   PAGE
                                                                                
ARTICLE I      Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . .1
     Section 1.01.   Defined Terms . . . . . . . . . . . . . . . . . . . . . . . . .1
     Section 1.02.   Classification of Loans and Borrowings. . . . . . . . . . . . 21
     Section 1.03.   Terms Generally . . . . . . . . . . . . . . . . . . . . . . . 21
     Section 1.04.   Accounting Terms; GAAP. . . . . . . . . . . . . . . . . . . . 22
ARTICLE II     The Loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
     Section 2.01.   Commitments . . . . . . . . . . . . . . . . . . . . . . . . . 22
     Section 2.02.   Loans and Borrowings. . . . . . . . . . . . . . . . . . . . . 22
     Section 2.03.   Requests for Borrowings . . . . . . . . . . . . . . . . . . . 23
     Section 2.04.   Funding of Borrowings . . . . . . . . . . . . . . . . . . . . 24
     Section 2.05.   Interest Elections. . . . . . . . . . . . . . . . . . . . . . 24
     Section 2.06.   Termination and Reduction of Commitments. . . . . . . . . . . 26
     Section 2.07.   Repayment of Loans; Evidence of Debt. . . . . . . . . . . . . 26
     Section 2.08.   Amortization of Loans . . . . . . . . . . . . . . . . . . . . 27
     Section 2.09.   Prepayment of Loans . . . . . . . . . . . . . . . . . . . . . 28
     Section 2.10.   Fees. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29
     Section 2.11.   Interest. . . . . . . . . . . . . . . . . . . . . . . . . . . 29
     Section 2.12.   Alternate Rate of Interest. . . . . . . . . . . . . . . . . . 30
     Section 2.13.   Increased Costs . . . . . . . . . . . . . . . . . . . . . . . 30
     Section 2.14.   Break Funding Payments; Prepayment Fees . . . . . . . . . . . 31
     Section 2.15.   Taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32
     Section 2.16.   Payments Generally; Pro Rata Treatment; Sharing of
                     Set-offs. . . . . . . . . . . . . . . . . . . . . . . . . . . 33
     Section 2.17.   Mitigation Obligations; Replacement of Lenders. . . . . . . . 35
ARTICLE III    Representations and Warranties. . . . . . . . . . . . . . . . . . . 36
     Section 3.01.   Organization; Powers. . . . . . . . . . . . . . . . . . . . . 36
     Section 3.02.   Authorization; Enforceability . . . . . . . . . . . . . . . . 36
     Section 3.03.   Governmental Approvals; No Conflicts. . . . . . . . . . . . . 36
     Section 3.04.   Financial Condition; No Material Adverse Change . . . . . . . 36
     Section 3.05.   Properties and Licenses . . . . . . . . . . . . . . . . . . . 37
     Section 3.06.   Litigation and Environmental Matters. . . . . . . . . . . . . 37
     Section 3.07.   Compliance with Laws and Agreements . . . . . . . . . . . . . 38
     Section 3.08.   Investment and Holding Company Status . . . . . . . . . . . . 38


                                      -i-



                                                                                   PAGE
                                                                                
     Section 3.09.   Taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38
     Section 3.10.   ERISA . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38
     Section 3.11.   Disclosure. . . . . . . . . . . . . . . . . . . . . . . . . . 39
     Section 3.12.   Subsidiaries. . . . . . . . . . . . . . . . . . . . . . . . . 39
     Section 3.13.   Insurance . . . . . . . . . . . . . . . . . . . . . . . . . . 39
     Section 3.14.   Labor Matters . . . . . . . . . . . . . . . . . . . . . . . . 39
     Section 3.15.   Supply Agreement. . . . . . . . . . . . . . . . . . . . . . . 39
     Section 3.16.   Security Documents. . . . . . . . . . . . . . . . . . . . . . 39
     Section 3.17.   Year 2000 Readiness . . . . . . . . . . . . . . . . . . . . . 39
     Section 3.18.   Capitalization. . . . . . . . . . . . . . . . . . . . . . . . 40
ARTICLE IV     Conditions. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40
     Section 4.01.   Effective Date. . . . . . . . . . . . . . . . . . . . . . . . 40
     Section 4.02.   Each Borrowing. . . . . . . . . . . . . . . . . . . . . . . . 43
ARTICLE V      Affirmative Covenants . . . . . . . . . . . . . . . . . . . . . . . 43
     Section 5.01.   Financial Statements and Other Information. . . . . . . . . . 44
     Section 5.02.   Notices of Material Events. . . . . . . . . . . . . . . . . . 45
     Section 5.03.   Information Regarding Collateral. . . . . . . . . . . . . . . 46
     Section 5.04.   Existence; Conduct of Business. . . . . . . . . . . . . . . . 47
     Section 5.05.   Payment of Obligations. . . . . . . . . . . . . . . . . . . . 47
     Section 5.06.   Maintenance of Properties . . . . . . . . . . . . . . . . . . 47
     Section 5.07.   Insurance . . . . . . . . . . . . . . . . . . . . . . . . . . 47
     Section 5.08.   Books and Records; Inspection Rights. . . . . . . . . . . . . 48
     Section 5.09.   Compliance with Laws and Agreements . . . . . . . . . . . . . 48
     Section 5.10.   Use of Proceeds . . . . . . . . . . . . . . . . . . . . . . . 49
     Section 5.11.   Further Assurances. . . . . . . . . . . . . . . . . . . . . . 49
     Section 5.12.   Casualty and Condemnation . . . . . . . . . . . . . . . . . . 49
     Section 5.13.   Interest Rate Protection. . . . . . . . . . . . . . . . . . . 49
     Section 5.14.   Execution of Pledge Agreement (Borrower); Subsidiary 
                     Guarantors; Additional Security Documents . . . . . . . . . . 50
ARTICLE VI     Negative Covenants. . . . . . . . . . . . . . . . . . . . . . . . . 50
     Section 6.01.   Indebtedness. . . . . . . . . . . . . . . . . . . . . . . . . 51
     Section 6.02.   Liens . . . . . . . . . . . . . . . . . . . . . . . . . . . . 52


                                      -ii-





                                                                                   PAGE
                                                                                
     Section 6.03.   Fundamental Changes . . . . . . . . . . . . . . . . . . . . . 53
     Section 6.04.   Investments, Loans, Advances, Guarantees and 
                     Acquisitions; Asset Sales. . . . . . . . . . . . . . . . . . .53
     Section 6.05.   Hedging Agreements. . . . . . . . . . . . . . . . . . . . . . 56
     Section 6.06.   Restricted Payments . . . . . . . . . . . . . . . . . . . . . 56
     Section 6.07.   Transactions with Affiliates. . . . . . . . . . . . . . . . . 57
     Section 6.08.   Restrictive Agreements. . . . . . . . . . . . . . . . . . . . 57
     Section 6.09.   Repayment of Indebtedness . . . . . . . . . . . . . . . . . . 57
     Section 6.10.   Limitation on Sale-Leaseback Transactions . . . . . . . . . . 57
     Section 6.11.   Senior Indebtedness to Total Capitalization . . . . . . . . . 57
     Section 6.12.   Consolidated Indebtedness to Total Capitalization . . . . . . 58
     Section 6.13.   Consolidated Indebtedness to Annualized EBITDA. . . . . . . . 58
     Section 6.14.   Senior Indebtedness to Annualized EBITDA. . . . . . . . . . . 59
     Section 6.15.   Annualized EBITDA to Consolidated Interest Expense. . . . . . 59
     Section 6.16.   Annualized EBITDA to Consolidated Debt Service. . . . . . . . 60
     Section 6.17.   Consolidated Gross Revenues . . . . . . . . . . . . . . . . . 60
     Section 6.18.   Minimum Subscribers . . . . . . . . . . . . . . . . . . . . . 61
     Section 6.19.   Consolidated Parent Indebtedness to Total Parent 
                     Capitalization. . . . . . . . . . . . . . . . . . . . . . . . 62
     Section 6.20.   Consolidated Parent Indebtedness to Annualized Parent 
                     EBITDA. . . . . . . . . . . . . . . . . . . . . . . . . . . . 62
     Section 6.21.   Use of Collateral . . . . . . . . . . . . . . . . . . . . . . 62
ARTICLE VII    Events of Default . . . . . . . . . . . . . . . . . . . . . . . . . 63
ARTICLE VIII   The Agents. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 66
ARTICLE IX     Miscellaneous . . . . . . . . . . . . . . . . . . . . . . . . . . . 67
     Section 9.01.   Notices . . . . . . . . . . . . . . . . . . . . . . . . . . . 67
     Section 9.02.   Waivers; Amendments . . . . . . . . . . . . . . . . . . . . . 68
     Section 9.03.   Expenses; Indemnity; Damage Waiver. . . . . . . . . . . . . . 69
     Section 9.04.   Successors and Assigns. . . . . . . . . . . . . . . . . . . . 70
     Section 9.05.   Survival. . . . . . . . . . . . . . . . . . . . . . . . . . . 72
     Section 9.06.   Counterparts; Integration; Effectiveness. . . . . . . . . . . 73
     Section 9.07.   Severability. . . . . . . . . . . . . . . . . . . . . . . . . 73
     Section 9.08.   Right of Setoff . . . . . . . . . . . . . . . . . . . . . . . 73
     Section 9.09.   Governing Law; Jurisdiction; Consent to Service of
                     Process . . . . . . . . . . . . . . . . . . . . . . . . . . . 73


                                     -iii-





                                                                                  PAGE
                                                                               
     Section 9.10.   WAIVER OF JURY TRIAL. . . . . . . . . . . . . . . . . . . . . 74
     Section 9.11.   Headings. . . . . . . . . . . . . . . . . . . . . . . . . . . 75
     Section 9.12.   Confidentiality . . . . . . . . . . . . . . . . . . . . . . . 75
     Section 9.13.   Interest Rate Limitation. . . . . . . . . . . . . . . . . . . 75



EXHIBITS:

Exhibit A      Form of Assignment and Acceptance
Exhibit B      Form of Guarantee Agreement
Exhibit C      Form of Indemnity and Contribution Agreement
Exhibit D      Form of Security Agreement (Borrower)
Exhibit E      Form of Pledge Agreement (Borrower)
Exhibit F      Form of Pledge Agreement (Parent)
Exhibit G      Form of Landlord Letter
Exhibit H      Form of Security Agreement (Parent)



                                      -iv-



       CREDIT AGREEMENT, dated as of July 14, 1999, among JATO OPERATING CORP.,
a Delaware corporation, JATO COMMUNICATIONS CORP., a Delaware corporation, the
LENDERS party hereto, STATE STREET BANK AND TRUST COMPANY, as Collateral Agent,
and LUCENT TECHNOLOGIES INC., as Administrative Agent.

              The parties hereto agree as follows:

                                    ARTICLE I

                                   DEFINITIONS

              Section 1.01. DEFINED TERMS.  As used in this Agreement, the
following terms have the meanings specified below:

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

              "ADDITIONAL ASSETS" means any capital assets used or useful in the
business of the Borrower and the Subsidiaries.

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

              "ADMINISTRATIVE AGREEMENT" means the Financing and Management
Services Agreement, dated as of July 14, 1999, by and between the Parent and the
Borrower, as in effect on the date hereof.

              "ADMINISTRATIVE AGENT" means Lucent, in its capacity as
administrative agent for the Lenders hereunder.

              "ADMINISTRATIVE QUESTIONNAIRE" means an Administrative
Questionnaire in a form supplied by the Administrative Agent.

              "AFFILIATE" means, with respect to a specified Person, another
Person that directly, or indirectly through one or more intermediaries, Controls
or is Controlled by or is under common Control with the Person specified.

              "AGENTS" means the Administrative Agent and the Collateral Agent.

              "ALTERNATE BASE RATE" means, for any day, a rate per annum equal
to the greater of (a) the Prime Rate in effect on such day and (b) the Federal
Funds Effective Rate in effect on such day [  *  ].  Any change in the
Alternate Base Rate due to a change in the Prime Rate or the Federal Funds
Effective Rate shall be effective from and including the effective date of such
change in the Prime Rate or the Federal Funds Effective Rate, respectively.


                                    * INDICATES CONFIDENTIAL TREATMENT REQUESTED



              "ANNUALIZED EBITDA" means, as of any date of determination,
Consolidated EBITDA for the period of two fiscal quarters then most recently
ended times two.

              "ANNUALIZED PARENT EBITDA" means, as of any date of determination,
Consolidated Parent EBITDA for the period of two fiscal quarters then most
recently ended times two.

              "APPLICABLE RATE" means, for any day, with respect to any Loan,
the applicable rate per annum set forth below under the caption "ABR Spread" or
"Eurodollar Spread", as the case may be:




                                     ABR Spread     Eurodollar Spread
               ---------------   ---------------- ---------------------
                                              
               Tranche 1 Loans        3.5%               4.5%
               Tranche 2 Loans        3.5%               4.5%



              "ASSIGNMENT AND ACCEPTANCE" means an assignment and acceptance
entered into by a Lender and an assignee (with the consent of the Borrower and
Administrative Agent if required by Section 9.04), and accepted by the
Administrative Agent, in the form of Exhibit A or any other form approved by the
Administrative Agent.

              "AVAILABILITY PERIOD" means, in respect of the Tranche 1 Loans,
the Tranche 1 Availability Period and, in respect of the Tranche 2 Loans,
Tranche 2 Availability Period.

              "BOARD" means the Board of Governors of the Federal Reserve System
of the United States of America.

              "BORROWER" means Jato Operating Corp., a Delaware corporation.

              "BORROWER-RELATED COLLATERAL" has the meaning set forth in the
Security Agreement (Parent). 

              "BORROWING" means a Loan or group of Loans of the same Class and
Type, made, converted or continued on the same date and, in the case of LIBOR
Loans, as to which a single Interest Period is in effect.

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

              "BUSINESS DAY" means any day that is not a Saturday, Sunday or
other day on which commercial banks in New York City are authorized or required
by law to remain closed; PROVIDED that, when used in connection with a LIBOR
Loan, the term "BUSINESS DAY" shall also exclude any day on which banks are not
open for dealings in dollar deposits in the London interbank market.

              "BUSINESS PLAN" means, for any fiscal year, the business plan of
the Borrower and the Subsidiaries for such fiscal year.



                                       2



              "CAPITAL EXPENDITURES" means, for any period, the additions to
property, plant and equipment and other capital expenditures of the Borrower and
the Subsidiaries that are (or would be) set forth in a consolidated statement of
cash flows of the Borrower for such period prepared in accordance with GAAP.

              "CAPITAL LEASE OBLIGATIONS" of any Person means the obligations of
such Person to pay rent or other amounts under any lease of (or other
arrangement conveying the right to use) real or personal property, or a
combination thereof, which obligations are required to be classified and
accounted for as capital leases on a balance sheet of such Person under GAAP,
and the amount of such obligations shall be the capitalized amount thereof
determined in accordance with GAAP.

              "CHANGE IN CONTROL" means (a) prior to the issuance and sale of 
capital stock of the Parent pursuant to an initial public offering registered 
under the Securities Act (i) the acquisition of beneficial ownership, 
directly or indirectly, by any Person or group (within the meaning of the 
Securities Exchange Act), other than the Founders or the Series B Investors, 
of shares representing more than [  *  ] of the aggregate ordinary voting 
power represented by the issued and outstanding capital stock of the Parent; 
(ii) occupation of a majority of the seats (other than vacant seats) on the 
Board of Directors of the Parent by persons other than one person designated 
by CEA Capital Partners USA, L.P., one person designated by Crest 
Communications Partners, L.P., the chief executive officer of the Parent, one 
person designated by the chief executive officer of the Parent and one person 
designated by such other four persons; (iii) a majority of the persons 
appointed by the Board of Directors of the Parent as Senior Officers as of 
the date hereof shall cease to be Senior Officers; (iv) beneficial ownership, 
directly or indirectly, by the Founders of less than [  *  ] of the aggregate 
ordinary voting power represented by the issued and outstanding capital stock 
of the Parent; and (v) the failure of Brian Gast to be a member of the Board 
of Directors of the Parent other than by reason of death or permanent 
disability or removal for "cause," which shall include without limitation (A) 
gross negligence or willful misconduct, (B) failure to perform diligently and 
competently his duties as a director and as chief executive officer, or (C) 
conviction of a felony; (b) following the issuance and sale of capital stock 
of the Parent pursuant to an initial public offering registered under the 
Securities Act, (i) the acquisition of beneficial ownership, directly or 
indirectly, by any Person or group (within the meaning of Securities Exchange 
Act) other than the Founders, of shares representing more than 50% of the 
aggregate ordinary voting power represented by the issued and outstanding 
capital stock of the Parent; or (ii) occupation of a majority of the seats 
(other than vacant seats) on the Board of Directors of the Parent by Persons 
who were neither (A) recommended by the Board of Directors of the Parent to 
be elected by the stockholders of the Parent nor (B) appointed by directors 
so nominated; or (c) the acquisition of ownership, directly or indirectly, 
beneficially or of record, by any Person other than the Parent or a wholly 
owned Subsidiary of any ownership or equity interest in the Borrower. 

              "CHANGE IN LAW" means (a) the adoption of any law, rule or
regulation after the date of this Agreement, (b) any change in any law, rule or
regulation or in the interpretation or application thereof by any Governmental
Authority after the date of this Agreement or (c) compliance by any Lender (or,
for purposes of Section 2.13(b), by any lending office of such Lender or by such
Lender's holding company, if any) with any request, guideline or directive


                                    * INDICATES CONFIDENTIAL TREATMENT REQUESTED

                                       3



(whether or not having the force of law) of any Governmental Authority made or
issued after the date of this Agreement.

              "CLASS", when used in reference to any Loan or Borrowing, refers
to whether such Loan, or the Loans comprising such Borrowing, are Tranche 1
Loans or Tranche 2 Loans.

              "CODE" means the Internal Revenue Code of 1986, as amended from
time to time.

              "COLLATERAL" means any and all "Collateral" as defined in the
Security Agreements.

              "COLLATERAL AGENT" means State Street Bank and Trust Company, in
its capacity as collateral agent for the Secured Parties.

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

              "CONSOLIDATED DEBT SERVICE" means, for any period, Consolidated
Interest Expense for such period plus any scheduled payments of principal of
Indebtedness of the Borrower and the Subsidiaries during such period.

              "CONSOLIDATED EBITDA" means, for any period, Consolidated Net
Income for such period (adjusted to exclude all extraordinary items and
Non-Recurring Items), plus, without duplication and to the extent deducted from
revenues in determining Consolidated Net Income, the sum of (a) the aggregate
amount of Consolidated Interest Expense for such period, (b) the aggregate
amount of income tax expense for such period, and (c) all amounts attributable
to depreciation and amortization for such period plus, without duplication,
preferred stock dividends payable in cash in respect of any Disqualified Stock
of the Borrower or any Subsidiary for such period, all as determined on a
consolidated basis with respect to the Borrower and the Subsidiaries in
accordance with GAAP.

              "CONSOLIDATED GROSS REVENUES" means, for any period, consolidated
gross revenues of the Borrower and the Subsidiaries attributable to sales of its
services to Subscribers (and in any event excluding all revenues arising from
the sales of equipment).

              "CONSOLIDATED INDEBTEDNESS" means, as of any date of
determination, the aggregate principal amount of Indebtedness (including
Disqualified Stock) of the Borrower and the Subsidiaries outstanding as of such
date determined on a consolidated basis in accordance with GAAP.


                                       4



              "CONSOLIDATED INTEREST EXPENSE" means, for any period, the sum of
(a) the interest expense, both expensed and capitalized (including the interest
component in respect of Capital Lease Obligations, but excluding any such
interest expense of any Person for any period that the income (or loss) of such
Person is excluded from the calculation of Consolidated Net Income by reason of
clause (b) of the definition of "Consolidated Net Income"), accrued by the
Borrower and the Subsidiaries during such period plus (b) preferred stock
dividends in respect of Disqualified Stock of the Borrower and the Subsidiaries
for such period, in each case determined on a consolidated basis in accordance
with GAAP.

              "CONSOLIDATED NET INCOME" means, for any period, net income or
loss of the Borrower and the Subsidiaries for such period determined on a
consolidated basis in accordance with GAAP; PROVIDED that there shall be
excluded (a) the income of any Person in which any other Person (other than the
Borrower or any Subsidiary or any director holding qualifying shares in
compliance with applicable law) has a joint interest, except to the extent of
the amount of dividends or other distributions (including distributions made as
a return of capital or repayment of principal of advances) actually paid to the
Borrower or any Subsidiary by such Person, and (b) the income (or loss) of any
Person accrued prior to the date it becomes a Subsidiary or is merged into or
consolidated with the Borrower or any Subsidiary or the date such Person's
assets are acquired by the Borrower or any Subsidiary.

              "CONSOLIDATED PARENT EBITDA" means, for any period, Consolidated
Parent Net Income for such period (adjusted to exclude all extraordinary items
and Non-Recurring Parent Items), plus, without duplication and to the extent
deducted from revenues in determining Consolidated Parent Net Income, the sum of
(a) the aggregate amount of Consolidated Parent Interest Expense for such
period, (b) the aggregate amount of income tax expense for such period, and (c)
all amounts attributable to depreciation and amortization for such period plus,
without duplication, preferred stock dividends payable in cash in respect of any
Disqualified Stock of the Parent, the Borrower or any Subsidiary for such
period, all as determined on a consolidated basis with respect to the Parent,
the Borrower and the Subsidiaries in accordance with GAAP.

              "CONSOLIDATED PARENT INDEBTEDNESS" means, as of any date of
determination, the aggregate principal amount of Indebtedness (including
Disqualified Stock) of the Parent, the Borrower and the Subsidiaries outstanding
as of such date determined on a consolidated basis in accordance with GAAP.

              "CONSOLIDATED PARENT INTEREST EXPENSE" means, for any period, the
sum of (a) the interest expense, both expensed and capitalized (including the
interest component in respect of Capital Lease Obligations, but excluding any
such interest expense of any Person for any period that the income (or loss) of
such Person is excluded from the calculation of Consolidated Parent Net Income
by reason of clause (b) of the definition of "Consolidated Parent Net Income"),
accrued by the Parent, the Borrower and the Subsidiaries during such period plus
(b) preferred stock dividends in respect of Disqualified Stock of the Parent,
the Borrower and the Subsidiaries for such period, in each case determined on a
consolidated basis in accordance with GAAP.

              "CONSOLIDATED PARENT NET INCOME" means, for any period, net income
or loss of the Parent, the Borrower and the Subsidiaries for such period
determined on a consolidated basis


                                       5



in accordance with GAAP; PROVIDED that there shall be excluded (a) the income of
any Person in which any other Person (other than the Parent, the Borrower or any
Subsidiary or any director holding qualifying shares in compliance with
applicable law) has a joint interest, except to the extent of the amount of
dividends or other distributions (including distributions made as a return of
capital or repayment of principal of advances) actually paid to the Parent, the
Borrower or any Subsidiary by such Person, and (b) the income (or loss) of any
Person accrued prior to the date it becomes a Subsidiary or is merged into or
consolidated with the Parent, the Borrower or any Subsidiary or the date such
Person's assets are acquired by the Parent, the Borrower or any Subsidiary.

              "CONTROL" means the possession, directly or indirectly, of the
power to direct or cause the direction of the management or policies of a
Person, whether through the ability to exercise voting power, by contract or
otherwise.  "CONTROLLING" and "CONTROLLED" have meanings correlative thereto.

              "DEFAULT" means any event or condition which constitutes an Event
of Default or which upon notice, lapse of time or both would, unless cured or
waived, become an Event of Default.

              "DISCLOSED MATTERS" means the actions, suits and proceedings and
the environmental matters disclosed in Schedule 3.06.

              "DISQUALIFIED STOCK" means any capital stock of any Person which
by its terms (or by the terms of any security into which it is convertible or
for which it is exchangeable or exercisable) or upon the happening of any event
(i) matures or is mandatorily redeemable pursuant to a sinking fund obligation
or otherwise, (ii) is convertible or exchangeable for Indebtedness or
Disqualified Stock, (iii) requires the payment of dividends other than dividends
payable solely in additional shares of capital stock of such Person (other than
Disqualified Stock) or (iv) is redeemable or subject to required repurchase at
the option of the holder thereof, in whole or in part.

              "DOLLARS" or "$" refers to lawful money of the United States of
America.

              "EFFECTIVE DATE" means the date on which the conditions specified
in Section 4.01 are satisfied (or waived in accordance with Section 9.02).

              "ELIGIBLE INSTITUTION" means a commercial banking institution that
has a combined capital and surplus of not less than $500 million (or its
equivalent in foreign currency) whose debt is rated "A" or better by S&P or "A2"
or better by Moody's at the time as of which any investment or rollover therein
is made.

              "ELIGIBLE PERSON" means (a) a commercial bank, an insurance
company or other similar financial institution or (b) any other entity which is
(or which is managed by a manager which manages funds which are) primarily
engaged in making, purchasing or otherwise investing in commercial loans or
extending, or investing in extensions of, credit for its own account in the
ordinary course of business; PROVIDED, HOWEVER, that in no event may any Person
be an Eligible Person if it is engaged in a Qualifying Business or if it is
Controlled by a Person that is engaged in a Qualifying Business.


                                       6



              "ENVIRONMENTAL LAWS" means all laws, rules, regulations, codes,
ordinances, orders, decrees, judgments, injunctions, notices or binding
agreements issued, promulgated or entered into by any Governmental Authority,
relating in any way to the environment, preservation or reclamation of natural
resources, the management, release or threatened release of any Hazardous
Material or to health and safety matters.

              "ENVIRONMENTAL LIABILITY" means any liability, contingent or
otherwise (including any liability for damages, costs of environmental
remediation, fines, penalties or indemnities), of the Parent or any Subsidiary
directly or indirectly resulting from or based upon (a) violation of any
Environmental Law, (b) the generation, use, handling, transportation, storage,
treatment or disposal of any Hazardous Materials, (c) exposure to any Hazardous
Materials, (d) the release or threatened release of any Hazardous Materials into
the environment or (e) any contract, agreement or other consensual arrangement
pursuant to which liability is assumed or imposed with respect to any of the
foregoing.

              "ERISA" means the Employee Retirement Income Security Act of 1974,
as amended from time to time.

              "ERISA AFFILIATE" means any trade or business (whether or not
incorporated) that, together with the Borrower, is treated as a single employer
under Section 414(b) or (c) of the Code or, solely for purposes of Section 302
of ERISA and Section 412 of the Code, is treated as a single employer under
Section 414 of the Code.

              "ERISA EVENT" means (a) any "reportable event", as defined in
Section 4043 of ERISA or the regulations issued thereunder with respect to a
Plan (other than an event for which the 30-day notice period is waived); (b) the
existence with respect to any Plan of an "accumulated funding deficiency" (as
defined in Section 412 of the Code or Section 302 of ERISA), whether or not
waived; (c) the filing pursuant to Section 412(d) of the Code or Section 303(d)
of ERISA of an application for a waiver of the minimum funding standard with
respect to any Plan; (d) the incurrence by the Borrower or any of its ERISA
Affiliates of any liability under Title IV of ERISA with respect to the
termination of any Plan; (e) the receipt by the Borrower or any ERISA Affiliate
from the PBGC or a plan administrator of any notice relating to an intention to
terminate any Plan or Plans or to appoint a trustee to administer any Plan; (f)
the incurrence by the Borrower or any of its ERISA Affiliates of any liability
with respect to the withdrawal or partial withdrawal from any Plan or
Multiemployer Plan; or (g) the receipt by the Borrower or any ERISA Affiliate of
any notice, or the receipt by any Multiemployer Plan from the Borrower or any
ERISA Affiliate of any notice, concerning the imposition of Withdrawal Liability
or a determination that a Multiemployer Plan is, or is expected to be, insolvent
or in reorganization, within the meaning of Title IV of ERISA.

              "EVENT OF DEFAULT" has the meaning assigned to such term in
Article VII.

              "EXCESS CASH FLOW" means, for any fiscal year of the Borrower, the
sum (without duplication) of the following (provided that Excess Cash Flow shall
be zero for any fiscal year that the sum of the following would otherwise be
less than zero):


                                       7



              (a)    Consolidated Net Income for such fiscal year, adjusted to
exclude any gains or losses attributable to Prepayment Events; PLUS

              (b)    depreciation, amortization and other non-cash charges or
losses deducted in determining such Consolidated Net Income for such fiscal year
(including any interest expense accrued for such fiscal year that is not payable
currently in cash to the extent deducted in determining Consolidated Net
Income); PLUS

              (c)    the sum of (i) the amount, if any, by which Net Working
Capital decreased during such fiscal year plus (ii) the amount, if any, by which
the consolidated deferred revenues of the Borrower and the Subsidiaries
increased during such fiscal year plus (iii) the aggregate principal amount of
Capital Lease Obligations and other Indebtedness incurred by the Borrower or any
of the Subsidiaries during such fiscal year to finance Capital Expenditures, to
the extent that principal payments in respect of such Indebtedness would not be
excluded from clause (f) below when made; MINUS

              (d)    the sum of (i) any non-cash gains included in determining
such Consolidated Net Income for such fiscal year plus (ii) the amount, if any,
by which Net Working Capital increased during such fiscal year plus (iii) the
amount, if any, by which the consolidated deferred revenues of the Borrower and
the Subsidiaries decreased during such fiscal year; minus

              (e)    Capital Expenditures for such fiscal year;  minus

              (f)    the aggregate principal amount of Indebtedness, repaid or
prepaid by the Borrower and the Subsidiaries during such fiscal year, excluding
(i) Loans prepaid pursuant to Section 2.09(b) or (c), (ii) repayments or
prepayments of Indebtedness financed by incurring other Indebtedness, to the
extent that mandatory principal payments in respect of such other Indebtedness
would not be excluded from this clause (f) when made and (iii) Indebtedness
referred to in clause (ii) of Section 6.01.

              "EXCLUDED TAXES" means, with respect to either Agent, any Lender
or any other recipient of any payment to be made by or on account of any
obligation of the Borrower hereunder, (a) income or franchise taxes imposed on
(or measured by) its net income by the United States of America, or by the
jurisdiction under the laws of which such recipient is organized or in which its
principal office is located or, in the case of any Lender, in which its
applicable lending office is located, (b) any branch profits taxes imposed by
the United States of America or any similar tax imposed by any other
jurisdiction in which the Borrower is located and (c) in the case of a Foreign
Lender (other than an assignee pursuant to a request by the Borrower under
Section 2.17(b)), any withholding tax that is imposed on amounts payable to such
Foreign Lender at the time such Foreign Lender becomes a party to this Agreement
(or designates a new lending office) or is attributable to such Foreign Lender's
failure to comply with Section 2.15(e), except to the extent that such Foreign
Lender (or its assignor, if any) was entitled, at the time of designation of a
new lending office (or assignment), to receive additional amounts from the
Borrower with respect to such withholding tax pursuant to Section 2.15(a).

              "FEDERAL FUNDS EFFECTIVE RATE" means, for any day, the weighted
average (rounded upwards, if necessary, to the next 1/100 of 1%) of the rates on
overnight Federal funds


                                       8



transactions with members of the Federal Reserve System arranged by Federal
funds brokers, as published on the next succeeding Business Day by the Federal
Reserve Bank of New York, or, if such rate is not so published for any day that
is a Business Day, the average (rounded upwards, if necessary, to the next 1/100
of 1%) of the quotations for such day for such transactions received by the
Administrative Agent from three Federal funds brokers of recognized standing
selected by it.

              "FINANCIAL OFFICER" means, with respect to any Person, the chief
executive officer, the chief financial officer, principal accounting officer,
treasurer or controller of such Person.

              "FOREIGN LENDER" means any Lender that is organized under the laws
of a jurisdiction other than the United States of America, any State thereof or
the District of Columbia.

              "FOUNDERS" means Brian Gast, Leonard Allsup, Bruce E. Dines, Rex
H. Humston and Patrick M. Green.

              "GAAP" means, subject to Section 1.04, generally accepted
accounting principles in the United States of America.

              "GOVERNMENTAL AUTHORITY" means the government of the United States
of America, any other nation or any political subdivision thereof, whether state
or local, and any agency, authority, instrumentality, regulatory body, court,
central bank or other entity exercising executive, legislative, judicial,
taxing, regulatory or administrative powers or functions of or pertaining to
government.

              "GUARANTEE" of or by any Person (the "GUARANTOR") means any
obligation, contingent or otherwise, of the guarantor guaranteeing or having the
economic effect of guaranteeing any Indebtedness or other obligation of any
other Person (the "PRIMARY OBLIGOR") in any manner, whether directly or
indirectly, and including any obligation of the guarantor, direct or indirect,
(a) to purchase or pay (or advance or supply funds for the purchase or payment
of) such Indebtedness or other obligation or to purchase (or to advance or
supply funds for the purchase of) any security for the payment thereof, (b) to
purchase or lease property, securities or services for the purpose of assuring
the owner of such Indebtedness or other obligation of the payment thereof, (c)
to maintain working capital, equity capital or any other financial statement
condition or liquidity of the primary obligor so as to enable the primary
obligor to pay such Indebtedness or other obligation or (d) as an account party
in respect of any letter of credit or letter of guaranty issued to support such
Indebtedness or obligation; PROVIDED, that the term Guarantee shall not include
endorsements for collection or deposit in the ordinary course of business.

              "GUARANTEE AGREEMENT" means the Guarantee and Subordination
Agreement among the Parent, the Subsidiaries and the Administrative Agent,
substantially in the form of Exhibit B.

              "HAZARDOUS MATERIALS" means all explosive or radioactive
substances or wastes and all hazardous or toxic substances, wastes or other
pollutants, including petroleum or petroleum distillates, asbestos or asbestos
containing materials, polychlorinated biphenyls, radon


                                       9



gas, infectious or medical wastes and all other substances or wastes of any
nature regulated pursuant to any Environmental Law.

              "HEDGING AGREEMENT" means any interest rate protection agreement,
foreign currency exchange agreement, commodity price protection agreement or
other interest or currency exchange rate or commodity price hedging arrangement.

              "INDEBTEDNESS" of any Person means, without duplication, (a) all
obligations of such Person for borrowed money, (b) all obligations of such
Person evidenced by bonds, debentures, notes or similar instruments, (c) all
obligations of such Person upon which interest charges are customarily paid, (d)
all obligations of such Person under conditional sale or other title retention
agreements relating to property acquired by such Person, (e) all obligations of
such Person in respect of the deferred purchase price of property or services
(excluding accounts payable incurred in the ordinary course of business that are
not overdue by more than 60 days), (f) all Indebtedness of others secured by (or
for which the holder of such Indebtedness has an existing right, contingent or
otherwise, to be secured by) any Lien on property owned or acquired by such
Person, whether or not the Indebtedness secured thereby has been assumed, (g)
all Guarantees by such Person of Indebtedness of others, (h) all Capital Lease
Obligations of such Person, (i) all obligations, contingent or otherwise, of
such Person as an account party in respect of letters of credit and letters of
guaranty, (j) all obligations, contingent or otherwise, of such Person in
respect of bankers' acceptances and (k) all Disqualified Stock of such Person. 
The Indebtedness of any Person shall include the Indebtedness of any other
entity (including any partnership in which such Person is a general partner) to
the extent such Person is liable therefor as a result of such Person's ownership
interest in or other relationship with such entity, except to the extent the
terms of such Indebtedness provide that such Person is not liable therefor.  The
amount outstanding at any time of any Indebtedness issued with original issue
discount is the face amount of such Indebtedness less the remaining unamortized
portion of the original issue discount of such Indebtedness at such time as
determined in conformity with GAAP.

              "INDEMNIFIED TAXES" means Taxes other than Excluded Taxes.

              "INDEMNITY AND CONTRIBUTION AGREEMENT" means the Indemnity,
Subrogation and Contribution Agreement among the Loan Parties and the
Administrative Agent, substantially in the form of Exhibit C.

              "INTEREST ELECTION REQUEST" means a request by the Borrower to
convert or continue a Borrowing in accordance with Section 2.05.

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

              "INTEREST PERIOD" means, with respect to any LIBOR Borrowing, the
period commencing on the date of such Borrowing and ending on the numerically
corresponding day in


                                       10



the calendar month that is one, two, three or six months thereafter, as the
Borrower may elect; PROVIDED, that (a) if any Interest Period would end on a day
other than a Business Day, such Interest Period shall be extended to the next
succeeding Business Day unless such next succeeding Business Day would fall in
the next calendar month, in which case such Interest Period shall end on the
next preceding Business Day and (b) any Interest Period that commences on the
last Business Day of a calendar month (or on a day for which there is no
numerically corresponding day in the last calendar month of such Interest
Period) shall end on the last Business Day of the last calendar month of such
Interest Period. For purposes hereof, the date of a Borrowing initially shall be
the date on which such Borrowing is made and thereafter shall be the effective
date of the most recent conversion or continuation of such Borrowing.

              "LANDLORD LETTER" means a letter in the form of Exhibit G or any
other letter approved by the Administrative Agent.

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

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

              "LIBO RATE" means, with respect to any LIBOR Borrowing for any
Interest Period, the rate appearing on Page 3750 of the Dow Jones Markets
Service (or on any successor or substitute page of such service, or any
successor to or substitute for such Service, providing rate quotations
comparable to those currently provided on such page of such Service, as
determined by the Administrative Agent from time to time for purposes of
providing quotations of interest rates applicable to dollar deposits in the
London interbank market) at approximately 11:00 a.m., London time, two Business
Days prior to the commencement of such Interest Period, as the rate for dollar
deposits with a maturity comparable to such Interest Period.  In the event that
such rate is not available at such time for any reason, then the "LIBO RATE"
with respect to such LIBOR Borrowing for such Interest Period shall be the rate
at which dollar deposits of $5,000,000 and for a maturity comparable to such
Interest Period are offered by the principal London office of the Administrative
Agent (or, if the Administrative Agent at the time is not a commercial bank, any
commercial bank based in New York City selected by the Administrative Agent for
the purpose of quoting such rate, provided that such commercial bank has a
combined capital and surplus and undivided profits of not less than
$500,000,000) in immediately available funds in the London interbank market at
approximately 11:00 a.m., London time, two Business Days prior to the
commencement of such Interest Period.

              "LICENSES" has the meaning set forth in Section 3.05(c).

              "LIEN" means, with respect to any asset, (a) any mortgage, deed of
trust, lien, pledge, hypothecation, encumbrance, charge or security interest in,
on or of such asset, (b) the interest of a vendor or a lessor under any
conditional sale agreement, capital lease or title retention agreement (or any
financing lease having substantially the same economic effect as any 


                                       11



of the foregoing) relating to such asset and (c) in the case of securities, any
purchase option, call or similar right of a third party with respect to such
securities.

              "LOAN DOCUMENTS" means this Agreement, the Guarantee Agreement,
the Security Documents and the Indemnity and Contribution Agreement.

              "LOAN PARTIES" means the Parent, the Borrower and the
Subsidiaries.

              "LOANS" means the loans made or deemed made to the Borrower
pursuant to this Agreement.

              "LUCENT" means Lucent Technologies Inc.

              "LUCENT LENDER" means any Lender that is Lucent or an Affiliate of
Lucent.

              "LUCENT PRODUCT" means any products or services purchased by the
Borrower pursuant to the Supply Agreement.

              "MATERIAL ADVERSE EFFECT" means a material adverse effect on (a)
the business, condition (financial or otherwise), operations, performance or
properties of the Parent, (b) the business, condition (financial or otherwise),
operations, performance or properties of the Borrower and the Subsidiaries,
taken as a whole, (c) the ability of the Parent, the Borrower or any other Loan
Party to perform any of its obligations under any Loan Document or (d) the
legality, validity, binding effect or enforceability of this Agreement or any
other Loan Document.

              "MATERIAL INDEBTEDNESS" means Indebtedness (other than the Loans),
or obligations in respect of one or more Hedging Agreements, of any one or more
of the Loan Parties in an aggregate principal amount exceeding $500,000.  For
purposes of determining Material Indebtedness, the "principal amount" of the
obligations of a Loan Party in respect of any Hedging Agreement at any time
shall be the maximum aggregate amount (giving effect to any netting agreements)
that such Loan Party would be required to pay if such Hedging Agreement were
terminated at such time.

              "MATURITY DATE" means June 30, 2006.

              "MOODY'S" means Moody's Investors Service, Inc.

              "MULTIEMPLOYER PLAN" means a multiemployer plan as defined in
Section 4001(a)(3) of ERISA.

              "NET PROCEEDS" means, with respect to any casualty or condemnation
event, (a) the cash proceeds received in respect of such event including (i) in
the case of a casualty, insurance proceeds, and (ii) in the case of a
condemnation or similar event, condemnation awards and similar payments, net of
(b) the sum of all reasonable fees and out-of-pocket expenses paid by the
Borrower and the Subsidiaries to third parties (other than Affiliates) in
connection with such event.


                                       12



              "NET WORKING CAPITAL" means, at any date, (a) the consolidated
current assets of the Borrower and the Subsidiaries as of such date (excluding
cash and Permitted Investments) minus (b) the consolidated current liabilities
of the Borrower and the Subsidiaries as of such date (excluding current
liabilities in respect of Indebtedness), determined on a consolidated basis in
accordance with GAAP.  Net Working Capital at any date may be a positive or
negative number.  Net Working Capital increases when it becomes more positive or
less negative and decreases when it becomes less positive or more negative.

              "NON-RECURRING ITEMS" means, for any period, (a) all non-recurring
items that do not involve any payment of cash by the Borrower or any Subsidiary
during such period or any future period and (b) non-recurring items set forth on
the Borrower's consolidated statement of operations for such period below the
operating income line in respect of (i) gains or losses on sales or dispositions
of assets outside the ordinary course of business, (ii) discontinued operations,
(iii) the effects of changes in accounting principles or methods, (iv)
write-downs on any investments of the Borrower or any Subsidiary in any Person
(other than the Borrower or a Subsidiary) and (v) any restructuring charges,
including the amount of any such restructuring charge to cover cash payouts to
laid-off employees of the Borrower or a Subsidiary.

              "NON-RECURRING PARENT ITEMS" means, for any period, (a) all
non-recurring items that do not involve any payment of cash by the Parent, the
Borrower or any Subsidiary during such period or any future period and (b)
non-recurring items set forth on the Parent's consolidated statement of
operations for such period below the operating income line in respect of (i)
gains or losses on sales or dispositions of assets outside the ordinary course
of business, (ii) discontinued operations, (iii) the effects of changes in
accounting principles or methods, (iv) write-downs on any investments of the
Parent, the Borrower or any Subsidiary in any Person (other than the Parent, the
Borrower or a Subsidiary) and (v) any restructuring charges, including the
amount of any such restructuring charge to cover cash payouts to laid-off
employees of the Parent, the Borrower or a Subsidiary.

              "OBLIGATIONS" means all obligations secured under the Loan
Documents.

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

              "PARENT" means Jato Communications Corp., a Delaware corporation.

              "PARTIAL TERMINATION DATE" has the meaning set forth in the
Security Agreement (Parent).

              "PAYMENT DATE" means September 30, 2002 and each Quarterly Date
thereafter ending on and including the Maturity Date.

              "PBGC" means the Pension Benefit Guaranty Corporation referred to
and defined in ERISA and any successor entity performing similar functions.

              "PENDING APPLICATIONS" has the meaning set forth in Section
3.05(c).


                                       13



              "PERFECTION CERTIFICATE" means, with respect to the Borrower, a
certificate in the form of Exhibit A to the Security Agreement (Borrower), with
respect to any Subsidiary, a similar certificate in the form of the applicable
Security Document delivered by such Subsidiary and, with respect to the Parent,
a certificate in the form of Exhibit A to the Security Agreement (Parent) or any
other form approved by the Collateral Agent.

              "PERMITTED ENCUMBRANCES" means:

              (a)    Liens imposed by law for taxes, assessments, governmental
charges or similar claims that are not yet due or are being contested in
compliance with Section 5.05;

              (b)    statutory or common law Liens of landlords and carriers,
warehousemen, mechanics, suppliers, materialmen, repairmen and other similar
Liens, arising in the ordinary course of business and securing obligations that
are not yet delinquent or are being contested in compliance with Section 5.05;

              (c)    Liens incurred or deposits made in the ordinary course of
business in connection with workers' compensation, unemployment insurance and
other types of social security;

              (d)    Liens incurred or deposits made to secure the performance
of tenders, bids, leases, statutory or regulatory obligations, surety and appeal
bonds, government contracts, performance and return-of-money bonds and other
obligations of a like nature, in each case in the ordinary course of business,
and a bank's unexercised right of set-off with respect to deposits made in the
ordinary course;

              (e)    judgment liens in respect of judgments that do not
constitute an Event of Default under clause (k) of Article VII;

              (f)    easements, municipal and zoning ordinances, rights-of-way
and similar encumbrances on or defects or other irregularities of title to real
property imposed by law or arising in the ordinary course of business that do
not secure any monetary obligations and do not materially detract from the value
of the affected property or interfere with the ordinary conduct of business of
the Parent, the Borrower or any Subsidiary;

              (g)    interests of lessees under leases or subleases granted by
the Parent, the Borrower or a Subsidiary as lessor that do not materially
interfere with the ordinary course of business of the Parent or the Borrower and
the Subsidiaries, taken as a whole;

              (h)    interests of licensees under licenses or sublicenses
granted by the Parent, the Borrower or a Subsidiary as licensor that do not
materially interfere with the ordinary course of business of the Parent or the
Borrower and the Subsidiaries, taken as a whole;

              (i)    Liens encumbering property or assets under construction
arising from progress or partial payments made by a customer of the Parent, the
Borrower or a Subsidiary relating to such property or assets;


                                       14



              (j)    any interest or title of a lessor in any property subject
to any lease otherwise not entered into in violation of the Loan Documents;

              (k)    any interest or title of a licensor in any property subject
to any license otherwise not entered into in violation of the Loan Documents;

              (l)    Liens in favor of customs and revenue authorities arising
as a matter of law to secure payment of customs duties in connection with the
importation of goods; and

              (m)    Liens in favor of a Securities Intermediary pursuant to
such Securities Intermediary's customary customer account agreement; provided
that any such Liens shall at no time secure any Indebtedness or obligations
other than customary fees and charges payable to such Securities Intermediary.

PROVIDED, that the term "Permitted Encumbrances" shall not include any Lien
securing Indebtedness.

              "PERMITTED EXPENSES" means Capital Expenditures (excluding Capital
Expenditures financed by the incurrence of Capital Lease Obligations) for
equipment and other property to be used by the Borrower in the telecommunication
network related to Lucent Product in an aggregate amount not exceeding three
percent (3%) of the Purchase Price, plus any fees paid or payable to Lucent
pursuant to Section 2.10.

              "PERMITTED INVESTMENTS" means:

              (a)    direct obligations of, or obligations the principal of and
interest on which are unconditionally guaranteed by, the United States of
America (or by any agency thereof to the extent such obligations are backed by
the full faith and credit of the United States of America), in each case
maturing not more than 365 days after the date of acquisition thereof;

              (b)    commercial paper of a domestic issuer rated "A-1" or better
by S&P or "P-1" or better by Moody's maturing not more than 365 days after the
date of acquisition thereof;

              (c)    certificates of deposit, banker's acceptances and time
deposits maturing not more than 365 days after the date of acquisition thereof
issued or guaranteed by or placed with, and money market deposit accounts issued
or offered by, an Eligible Institution;

              (d)    master note or deposit arrangements with securities of the
types described in paragraphs (a), (b) and (c) above;

              (e)    money market preferred stock of a corporation organized
under the laws of a jurisdiction within the United States of America rated "AA"
or better by S&P or "Aa" or better by Moody's; PROVIDED HOWEVER, that any such
debt security that is rated by both such rating agencies shall be rated "AA" or
better by S&P or Moody's;

              (f)    fully collateralized repurchase agreements with a term of
not more than 30 days for securities described in clause (a) above and entered
into with an Eligible Institution; and


                                       15



              (g)    any fund investing exclusively in investments of the types
described in clauses (a) through (f) above.

              "PERMITTED JURISDICTION" means a jurisdiction which is both a
Permitted Regulatory Jurisdiction and a Permitted UCC Jurisdiction.

              "PERMITTED PREFERRED STOCK" means capital stock of the Borrower
(other than Disqualified Stock of the Borrower) of any class or classes (however
designated) that is preferred as to the payment of dividends, or as to the
distribution of assets upon any voluntary or involuntary liquidation or
dissolution of the Borrower, over shares of capital stock of any other class of
the Borrower.

              "PERMITTED REGULATORY JURISDICTION" means a jurisdiction in which
all applicable Governmental Authorities have (i) certified the Borrower as a
competitive local exchange carrier (as defined in the Telecommunications Act of
1996); (ii) approved all interconnection agreements to which the Borrower is a
party relating to such jurisdiction; and (iii) approved the Borrower's tariff or
tariffs with respect to such jurisdiction; PROVIDED, HOWEVER, that any such
jurisdiction shall be a Permitted Regulatory Jurisdiction only if the Agents and
the Lenders shall have received an opinion of legal counsel for the Borrower in
form and substance reasonably satisfactory to the Administrative Agent as to
such matters.

              "PERMITTED UCC JURISDICTION" means (i) the jurisdictions in which
the Borrower indicates in the certificate delivered pursuant to clause (i) of
Section 4.01 that the Borrower maintains or anticipates maintaining equipment at
any time the Loans are to be outstanding and (ii) any other jurisdiction in
which the Borrower or a Subsidiary indicates in a certificate delivered pursuant
to clause (b) of Section 5.03 or (in the case of a Subsidiary) in connection
with the execution and delivery of any Security Document pursuant to Section
5.14 that the Borrower or such Subsidiary maintains or anticipates maintaining
equipment at any time the Loans are to be outstanding; PROVIDED that (x) any
such jurisdiction described in clause (i) or (ii) of this definition shall be a
Permitted UCC Jurisdiction only if the certificate most recently delivered by
the Borrower or such Subsidiary pursuant to clause (i) of Section 4.01 (in the
case of the Borrower), in connection with the execution and delivery of any
Security Documents required to be delivered pursuant to Section 5.14 (in the
case of a Subsidiary) or pursuant to clause (b) of Section 5.03 (in the case of
the Borrower or any Subsidiary) certifies to the effect required under clause
(ii) of clause (b) of Section 5.03 with respect in such jurisdiction and (y) in
the case of any such other jurisdiction described in clause (ii) of this
definition, such other jurisdiction shall be a Permitted UCC Jurisdiction only
if the Collateral Agent shall have received an opinion of legal counsel for the
Borrower in form and substance reasonably satisfactory to the Collateral Agent
as to the actions taken in order for the Borrower or such Subsidiary to be able
to make the certifications required under clause (ii) of clause (b) of Section
5.03 and the validity and effectiveness of such actions, including without
limitation, their ability to withstand any challenge in a bankruptcy proceeding
and the priority of security interest created by the Security Documents on
equipment to be located in such jurisdiction.

              "PERSON" means any natural person, corporation, limited liability
company, trust, joint venture, association, company, partnership, Governmental
Authority or other entity.


                                       16



              "PLAN" means any employee pension benefit plan (other than a
Multiemployer Plan) subject to the provisions of Title IV of ERISA or
Section 412 of the Code or Section 302 of ERISA, and in respect of which the
Parent or the Borrower or any ERISA Affiliate is (or, if such plan were
terminated, would under Section 4069 of ERISA be deemed to be) an "employer" as
defined in Section 3(5) of ERISA.

              "PLEDGE AGREEMENT (BORROWER)" means the Pledge Agreement between
the Borrower and the Collateral Agent, substantially in the form of Exhibit E.

              "PLEDGE AGREEMENT (PARENT)" means the Pledge Agreement  between
the Parent and the Collateral Agent, substantially in the form of Exhibit F.

              "PREPAYMENT EVENT" means any casualty or other insured damage to,
or any taking under power of eminent domain or by condemnation or similar
proceeding of, any property or asset of the Borrower or any Subsidiary after the
Effective Date; PROVIDED that (i) such events shall not constitute "Prepayment
Events" to the extent that the aggregate Net Proceeds from all such events are
less than $100,000 during any fiscal year of the Borrower and (ii) any such
event shall not constitute a "Prepayment Event" if the Borrower elects (by
notice to the Administrative Agent within five Business Days after receipt of
the Net Proceeds of such event) to apply the Net Proceeds of such event to
repair, restore or replace the affected property or asset or to reinvest such
Net Proceeds in Additional Assets as promptly as practicable, but in any event
within 90 days, after the receipt of the Net Proceeds of such event; PROVIDED
FURTHER that, if at the expiration of the 90-day period referred to in this
clause (ii) less than all the Net Proceeds of such event have been reinvested or
applied as provided therein, then a "Prepayment Event" shall be deemed to have
occurred at the expiration of such 90-day period with Net Proceeds equal to the
Net Proceeds that have not been so reinvested or applied.

              "PRIME RATE" means the rate of interest per annum published from
time to time in the "Money Rates" column (or any successor column) of THE WALL
STREET JOURNAL as the prime rate or, if such rate shall cease to be so published
or is not available for any reason, the rate of interest publicly announced from
time to time by any "money center" bank based in New York City selected by the
Administrative Agent for the purpose of quoting such rate, provided such
commercial bank has a combined capital and surplus and undivided profits of not
less than $500,000,000.  Each change in the Prime Rate shall be effective from
and including the date such change is published.

              "PURCHASE PRICE" means amounts paid or payable for Lucent Product
pursuant to invoices delivered pursuant to the Supply Agreement.

              "QUALIFYING BUSINESS" means the business of providing digital
connections to broadband networks and related telecommunications services and
products.

              "QUARTERLY DATE" means the last day of each of March, June,
September and December.

              "REGISTER" has the meaning set forth in Section 9.04.


                                       17



              "RELATED PARTIES" means, with respect to any specified Person,
such Person's Affiliates and the respective directors, officers, employees,
agents and advisors of such Person and such Person's Affiliates.

              "REPAYMENT" means, in respect of any Indebtedness, the direct or
indirect repayment, prepayment, redemption, purchase, acquisition, defeasance,
retirement or other satisfaction of the principal of such Indebtedness, in whole
or in part, whether optional or mandatory.  "REPAY" has a meaning correlative
thereto.

              "REQUIRED LENDERS" means, at any time, Lenders having outstanding
Loans and Commitments representing more than 50% of the sum of the total
outstanding Loans and Commitments at such time; PROVIDED that at any time that
Lucent Lenders have outstanding Loans and Commitments representing more than 50%
of the sum of all outstanding Loans and Commitments at such time, "Required
Lenders" means each of (i) the Lucent Lenders at such time and (ii) other
Lenders holding more than 50% of the outstanding Loans and Commitments
(excluding those held by Lucent Lenders) at such time.

              "RESTRICTED PAYMENT" means (a) any dividend or other distribution
(whether in cash, securities or other property) with respect to any shares of
any class of capital stock of the Borrower or any Subsidiary (or until the
Partial Termination Date, the Parent), (b) any Repayment of any Subordinated
Indebtedness (or until the Partial Termination Date, any Repayment of any
Indebtedness of the Parent incurred pursuant to clause (vii) of Section 6.01) or
(c) any payment (whether in cash, securities or other property), including any
sinking fund or similar deposit, on account of the purchase, redemption,
retirement, acquisition, cancellation or termination of any shares of any class
of capital stock of the Borrower or any Subsidiary (or until the Partial
Termination Date, the Parent) or any option, warrant or other right to acquire
any such shares of capital stock of the Borrower or any Subsidiary ( or until
the Partial Termination Date, the Parent).

              "S&P" means Standard & Poor's Ratings Services, a Division of the
McGraw-Hill Companies.

              "SECURED PARTIES" means the Collateral Agent, the Administrative
Agent and the Lenders.

              "SECURITIES ACCOUNT CONTROL AGREEMENT (BORROWER)" means the
Securities Account Control Agreement (Borrower) between the Borrower, the
Securities Intermediary (as defined therein) and the Collateral Agent,
substantially in the form of Exhibit G to the Securities Agreement (Borrower).

              "SECURITIES ACCOUNT CONTROL AGREEMENT (PARENT)" means the
Securities Account Control Agreement (Parent) between the Parent, the Securities
Intermediary (as defined therein) and the Collateral Agent, substantially in the
form of Exhibit G to the Securities Agreement (Parent).

              "SECURITIES ACT" means the Securities Act of 1933, as amended.


                                       18



              "SECURITIES EXCHANGE ACT" means the Securities Exchange Act of
1934, as amended, and the rules of the Securities and Exchange Commission
thereunder as in effect from time to time.

              "SECURITIES INTERMEDIARY" means any Person that is a party to a
Securities Account Control Agreement (Parent) or Securities Account Control
Agreement (Borrower) as the "Securities Intermediary" thereunder.

              "SECURITY AGREEMENT (BORROWER)" means the Security Agreement
(Borrower) between the Borrower and the Collateral Agent, substantially in the
form of Exhibit D.

              "SECURITY AGREEMENT (PARENT)" means the Security Agreement
(Parent) between the Parent and the Collateral, substantially in the form of
Exhibit H.

              "SECURITY AGREEMENTS" means the Security Agreement (Borrower) and
the Security Agreement (Parent).

              "SECURITY DOCUMENTS" means the Security Agreement (Borrower), the
Security Agreement (Parent), the Pledge Agreement (Borrower), the Pledge
Agreement (Parent), the Securities Account Control Agreement (Borrower) and the
Securities Account Control Agreement (Parent) and any other agreements delivered
pursuant to Section 5.14.

              "SENIOR INDEBTEDNESS" means any Indebtedness of the Borrower or
any Subsidiary included in Consolidated Indebtedness that is not Subordinated
Indebtedness.

              "SENIOR OFFICER" means any senior officer of the Parent having
substantial responsibilities for the management and supervision of the business,
operations and affairs of the Parent, including, with respect to finance, sales,
customer care, carrier relations, marketing, operations, technology and product
development.  

              "SERIES B INVESTORS" means the holders of the Series B Preferred
Stock of the Parent.

              "STATUTORY RESERVE RATE" means a fraction (expressed as a
decimal), the numerator of which is the number one and the denominator of which
is the number one minus the aggregate of the maximum reserve percentages
(including any marginal, special, emergency or supplemental reserves) expressed
as a decimal established by the Board to which any Lender subject to regulation
by the Board is subject with respect to the Adjusted LIBO Rate, for eurocurrency
funding (currently referred to as "Eurocurrency Liabilities" in Regulation D of
the Board).  Such reserve percentages shall include those imposed pursuant to
such Regulation D.  LIBOR Loans shall be deemed to constitute eurocurrency
funding and to be subject to such reserve requirements without benefit of or
credit for proration, exemptions or offsets that may be available from time to
time to any Lender under such Regulation D or any comparable regulation.  The
Statutory Reserve Rate shall be adjusted automatically on and as of the
effective date of any change in any reserve percentage.


                                       19



              "SUBORDINATED INDEBTEDNESS" of means any Indebtedness of the
Borrower owing to the Parent subordinated in right of payment to the payment of
the Obligations upon terms and conditions satisfactory to the Required Lenders.

              "SUBSCRIBERS" means customers of the Borrower or any Subsidiary
obligated to pay cash for services of the Borrower or such Subsidiary at market
rates.

              "SUBSIDIARY" means, with respect to any Person (the "PARENT") at
any date, any corporation, limited liability company, partnership, association
or other entity of which securities or other ownership interests representing
more than 50% of the equity or more than 50% of the ordinary voting power or, in
the case of a partnership, more than 50% of the general partnership interests
are, as of such date, owned, controlled or held by the parent or one or more
subsidiaries of the parent or by the parent and one or more subsidiaries of the
parent.

              "SUBSIDIARY" means any subsidiary of the Borrower.

              "SUPPLY AGREEMENT" means the Supply Agreement dated as of February
12, 1999 between Lucent and the Parent.

              "TAXES" means any and all present or future taxes, levies,
imposts, duties, deductions, charges or withholdings imposed by any Governmental
Authority.

              "TOTAL CAPITALIZATION" means, as of any date of determination, the
sum of (a) Consolidated Indebtedness as of such date plus (b) the amount of paid
in capital of the Borrower on such date determined on a consolidated basis in
accordance with GAAP plus (c), if positive, the retained earnings of the
Borrower on such date determined on a consolidated basis in accordance with
GAAP.

              "TOTAL PARENT CAPITALIZATION" means, as of any date of
determination, the sum of (a) Consolidated Parent Indebtedness as of such date
plus (b) the amount of paid in capital of the Parent on such date determined on
a consolidated basis in accordance with GAAP plus (c), if positive, the retained
earnings of the Parent on such date determined on a consolidated basis in
accordance with GAAP.

              "TRANCHE 1 AVAILABILITY PERIOD" means the period from and
including the Effective Date to but excluding the earlier of (i) the Tranche 1
Availability Termination Date and (ii) the date of termination of the Tranche 1
Commitment.

              "TRANCHE 1 AVAILABILITY TERMINATION DATE" means the earlier of (i)
the date [  *  ] after the Effective Date and (ii) the [  *  ].

              "TRANCHE 1 COMMITMENT" means the Commitment with respect to
Tranche 1 Loans in an amount not to exceed $[  *  ].

              "TRANCHE 1 LOANS" means Loans made or deemed made pursuant to this
Agreement during the Tranche 1 Availability Period.


                                    * INDICATES CONFIDENTIAL TREATMENT REQUESTED

                                       20



              "TRANCHE 2 AVAILABILITY PERIOD" means the period from and
including the Tranche 1 Availability Termination Date to but excluding the
earlier of (i) the Tranche 2 Availability Termination Date and the (ii) date of
termination of the Tranche 2 Commitment.

              "TRANCHE 2 AVAILABILITY TERMINATION DATE" means the earlier of 
(i) the date [  *  ] after the Effective Date and (ii) the [  *  ], unless 
extended pursuant to Section 2.06(a).

              "TRANCHE 2 COMMITMENT" means the Commitment with respect to
Tranche 2 Loans in an amount not to exceed $[  *  ].

              "TRANCHE 2 LOANS" means Loans made or deemed made pursuant to this
Agreement during the Tranche 2 Availability Period.

              "TRANSACTIONS" means the execution, delivery and performance by
each Loan Party of the Loan Documents to which it is to be a party, the
borrowing of Loans and the use of the proceeds thereof.

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

              "WITHDRAWAL LIABILITY" means liability to a Multiemployer Plan as
a result of a complete or partial withdrawal from such Multiemployer Plan, as
such terms are defined in Part I of Subtitle E of Title IV of ERISA.

              Section 1.02. CLASSIFICATION OF LOANS AND BORROWINGS.  For
purposes of this Agreement, Loans may be classified and referred to by Class
(e.g., a "Tranche 1 Loan") or by Type (e.g., a "LIBOR Loan") or by Class and
Type (e.g., a "Tranche 1 LIBOR Loan").  Borrowings also may be classified and
referred to by Class (e.g., a "Tranche 1 Borrowing") or by Type (e.g., a "LIBOR
Borrowing") or by Class and Type (e.g., a "Tranche 1 LIBOR Borrowing").

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


                                    * INDICATES CONFIDENTIAL TREATMENT REQUESTED

                                       21



meaning and effect and to refer to any and all tangible and intangible assets 
and properties, including cash, securities, accounts, contract rights, 
licenses and intellectual property.

              Section 1.04. ACCOUNTING TERMS; GAAP.  Except as otherwise
expressly provided herein, all terms of an accounting or financial nature shall
be construed in accordance with GAAP, as in effect from time to time; PROVIDED
that, if the Parent notifies the Administrative Agent that the Parent requests
an amendment to any provision hereof to eliminate the effect of any change
occurring after the date hereof in GAAP or in the application thereof on the
operation of such provision (or if the Administrative Agent notifies the Parent
that the Required Lenders request an amendment to any provision hereof for such
purpose), regardless of whether any such notice is given before or after such
change in GAAP or in the application thereof, then such provision shall be
interpreted on the basis of GAAP as in effect and applied immediately before
such change shall have become effective until such notice shall have been
withdrawn or such provision amended in accordance herewith.

                                   ARTICLE II

                                    THE LOANS

              Section 2.01. COMMITMENTS.  Subject to the terms and conditions
set forth herein, each Lender agrees to make Loans to the Borrower at any time
and from time to time during each Availability Period in an aggregate principal
amount not exceeding its Commitment at the time.  Amounts repaid in respect of
Loans thereon may not be reborrowed.

              Section 2.02. LOANS AND BORROWINGS.

              (a)    Each Loan shall be made as part of a Borrowing consisting
of Loans of the same Class and Type made by the Lenders ratably in accordance
with their respective Commitments. The failure of any Lender to make any Loan
required to be made by it shall not relieve any other Lender of its obligations
hereunder; PROVIDED that the Commitments of the Lenders are several and no
Lender shall be responsible for any other Lender's failure to make Loans as
required.

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

              (c)    At the commencement of each Interest Period for any LIBOR
Borrowing, such Borrowing shall be in an aggregate amount that is an integral
multiple of $100,000 and not less than $1,000,000.  Borrowings of more than one
Type and Class may be outstanding at the same time; PROVIDED that there shall
not be more than six LIBOR Borrowings with respect to Tranche 1 Loans and six
LIBOR Borrowings with respect to Tranche 2 Loans outstanding at the same time.


                                       22



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

              Section 2.03. REQUESTS FOR BORROWINGS.  To request a Borrowing,
the Borrower shall notify the Administrative Agent of such request by telephone
(a) in the case of a LIBOR Borrowing, not later than 11:00 a.m., New York City
time, three Business Days before the date of the proposed Borrowing or (b) in
the case of an ABR Borrowing, not later than 11:00 a.m., New York City time, one
Business Day before the date of the proposed Borrowing; PROVIDED that (i) the
Borrower may make only one request for a Borrowing in any single calendar month
(it being understood that all Borrowings made by the Borrower on the same date
shall be treated as a single request for a Borrowing for purposes of this
limitation) and (ii) if any Lucent Lender has a Commitment at the time of such
Borrowing and any portion of the proceeds of such Borrowing to be funded by such
Lucent Lender would be required to be funded by such Lucent Lender other than as
a credit against amounts owing to Lucent or an Affiliate of Lucent as provided
in Section 2.04, then the applicable Borrowing Request shall be made not later
than five Business Days before the date of the proposed Borrowing (in the case
of a LIBOR Borrowing) or three Business Days before the date of the proposed
Borrowing (in the case of an ABR Borrowing).  Each such telephonic Borrowing
Request shall be irrevocable and shall be confirmed promptly by hand delivery or
telecopy to the Administrative Agent of a written Borrowing Request in a form
approved by the Administrative Agent and signed by the Borrower.  Each such
telephonic and written Borrowing Request shall specify the following information
in compliance with Section 2.02:

              (i)    the aggregate amount of such Borrowing and a reasonably
       detailed description of the use of the proceeds therefrom (and each
       written Borrowing Request shall attach copies of all invoices to be paid
       with such proceeds);

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

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

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

              (v)    the location and number of the account or accounts to which
       funds (if any) are to be disbursed, which shall comply with the
       requirements of Section 2.04.

If no election as to the Type of Borrowing is specified, then the requested
Borrowing shall be an ABR Borrowing.  If no Interest Period is specified with
respect to any requested LIBOR Borrowing, then the Borrower shall be deemed to
have selected an Interest Period of one month's duration.  Promptly following
receipt of a Borrowing Request in accordance with this Section, the
Administrative Agent shall advise each Lender of the details thereof and of the
amount of such Lender's Loan to be made as part of the requested Borrowing.


                                       23



              Section 2.04. FUNDING OF BORROWINGS.

              (a)    Each Lender shall make each Loan to be made by it hereunder
on the proposed date thereof by wire transfer of immediately available funds by
12:00 noon, New York City time, to the account of the Administrative Agent most
recently designated by it for such purpose by notice to the Lenders.  The
Administrative Agent will make such Loans available to the Borrower by promptly
crediting the amounts so received, in like funds, to an account of the Borrower
designated by the Borrower in the applicable Borrowing Request.  Notwithstanding
the foregoing, if the proceeds of any Borrowing are to be used to make any
payment to or for the account of Lucent or any Affiliate thereof (i) if any
Lucent Lender has a Commitment, then such Lucent Lender may make its Loan by
crediting the amount thereof against the payment obligations to Lucent or any
such Affiliate and shall be deemed to have made a Loan in the amount of such
credit and (ii) the Administrative Agent will make the Loans of the other
Lenders available to the Borrower by promptly crediting the amounts so received
from such other Lenders, in immediately available funds, to an account of Lucent
maintained with the Administrative Agent for such purpose, to the extent of the
proceeds of such Loans designated to be used to make payments to Lucent or any
of its Affiliates (after giving effect to any credits pursuant to clause (i)
above) and the balance, if any, of such proceeds shall be made available to the
Borrower as provided in the preceding sentence.

              (b)    Unless the Administrative Agent shall have received notice
from a Lender prior to the proposed date of any Borrowing that such Lender will
not make available to the Administrative Agent such Lender's share of such
Borrowing, the Administrative Agent may assume that such Lender has made such
share available on such date in accordance with paragraph (a) of this Section
and may, in reliance upon such assumption, make available to the Borrower a
corresponding amount.  In such event, if a Lender has not in fact made its share
of the applicable Borrowing available to the Administrative Agent, then the
applicable Lender and the Borrower severally agree to pay to the Administrative
Agent forthwith on demand such corresponding amount with interest thereon, for
each day from and including the date such amount is made available to the
Borrower to but excluding the date of payment to the Administrative Agent, at
(i) in the case of such Lender, the greater of the Federal Funds Effective Rate
and a rate determined by the Administrative Agent in accordance with banking
industry rules on interbank compensation or (ii) in the case of the Borrower,
the interest rate applicable to ABR Loans of the same Class.  If such Lender
pays such amount to the Administrative Agent, then such amount shall constitute
such Lender's Loan included in such Borrowing.  Nothing in this Section 2.04(b)
shall prejudice the Borrower's rights against any such defaulting Lender.

              Section 2.05. INTEREST ELECTIONS.

              (a)    Each Borrowing initially shall be of the Type specified in
the applicable Borrowing Request and, in the case of a LIBOR Borrowing, shall
have an initial Interest Period as specified in such Borrowing Request. 
Thereafter, the Borrower may elect to convert such Borrowing to a different Type
or to continue such Borrowing and, in the case of a LIBOR Borrowing, may elect
Interest Periods therefor, all as provided in this Section.  The Borrower may
elect different options with respect to different portions of the affected
Borrowing, in which case each such portion shall be allocated ratably among the
Lenders holding the Loans 


                                       24



comprising such Borrowing, and the Loans comprising each such portion shall 
be considered a separate Borrowing.

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

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

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

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

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

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

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

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

              (e)    If the Borrower fails to deliver a timely Interest Election
Request with respect to a LIBOR Borrowing prior to the end of the Interest
Period applicable thereto, then, unless such Borrowing is repaid as provided
herein, at the end of such Interest Period such Borrowing shall be converted to
an ABR Borrowing.  Notwithstanding any contrary provision hereof, if an Event of
Default has occurred and is continuing, then, so long as an Event of Default is
continuing (i) no outstanding Borrowing may be converted to or continued as a
LIBOR Borrowing at the end of the then current Interest Period and (ii) unless
repaid, each LIBOR Borrowing shall be converted to an ABR Borrowing at the end
of the Interest Period applicable thereto.


                                       25



              (f)    A Borrowing of any Class may not be converted to or
continued as a LIBOR Borrowing if after giving effect thereto (i) the Interest
Period therefor would commence before and end after a date on which any
principal of the Loans of such Class is scheduled to be repaid and (ii) the sum
of the aggregate principal amount of outstanding LIBOR Borrowings of such Class
with Interest Periods ending on or prior to such scheduled repayment date plus
the aggregate principal amount of outstanding ABR Borrowings of such Class would
be less than the aggregate principal amount of Loans of such Class required to
be repaid on such scheduled repayment date.

              Section 2.06. TERMINATION AND REDUCTION OF COMMITMENTS.

              (a)    Unless previously terminated, the Commitments with respect
to Tranche 1 Loans shall terminate on the Tranche 1 Availability Termination
Date and the Commitments with respect to Tranche 2 Loans shall terminate on the
Tranche 2 Availability Termination Date.

              (b)    On the date of each Loan made by any Lender such Lender's
Commitment shall be reduced by an amount equal to such Loan.

              (c)    If a prepayment would be required pursuant to paragraph (b)
or (c) of Section 2.09, all Commitments then in effect shall be reduced ratably
by an aggregate amount equal to the excess, if any, of the amount of the
required prepayment over the aggregate principal amount of Loans outstanding
immediately prior to giving effect to such prepayment.

              (d)    The Borrower may at any time terminate, or from time to
time reduce, the Commitments; PROVIDED that each reduction of the Commitments
pursuant to this paragraph (d) shall be in an amount that is an integral
multiple of $1,000,000 and not less than $1,000,000.

              (e)    The Borrower shall notify the Administrative Agent of any
election to terminate or reduce the Commitments under paragraph (d) of this
Section at least one Business Day prior to the effective date of such
termination or reduction, specifying such election and the effective date
thereof.  Promptly following receipt of any such notice, the Administrative
Agent shall advise the Lenders of the contents thereof.  Each notice delivered
by the Borrower pursuant to this Section shall be irrevocable.  Any termination
or reduction of the Commitments shall be permanent.  Each reduction of the
Commitments pursuant to paragraph (d) of this Section shall be made ratably
among the Lenders in accordance with their respective Commitments; PROVIDED that
the Borrower may, in its discretion, reduce the Commitments of Lucent Lenders
pursuant to such paragraph (d) without reducing the Commitments of other
Lenders.

              Section 2.07. REPAYMENT OF LOANS; EVIDENCE OF DEBT.

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

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


                                       26



              (c)    The Administrative Agent shall maintain accounts in which
it shall record (i) the amount of each Loan made hereunder, the Class and Type
thereof and the Interest Period applicable thereto, (ii) the amount of any
principal or interest due and payable or to become due and payable from the
Borrower to each Lender hereunder and (iii) the amount of any sum received by
the Administrative Agent hereunder for the account of the Lenders and each
Lender's share thereof.

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

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

              Section 2.08. AMORTIZATION OF LOANS.

              (a)    Subject to adjustment pursuant to paragraph (c) of this 
Section, the Borrower shall repay Borrowings on each of the first four 
Payment Dates in an aggregate amount equal to [  *  ] of the sum of all Loans 
made or deemed made hereunder (including amounts previously repaid or 
prepaid), on each of the second four Payment Dates in an aggregate amount 
equal to [  *  ] of the sum of all Loans made or deemed made hereunder 
(including amounts previously repaid or prepaid) and on each of the remaining 
Payment Dates in an aggregate amount equal to [  *  ] of the sum of all Loans 
made or deemed made hereunder (including amounts previously repaid or 
prepaid).

              (b)    To the extent not previously paid, all Loans of each Class
shall be due and payable on the Maturity Date with respect to Loans of such
Class.

              (c)    Any prepayment of a Borrowing of any Class shall be applied
to reduce ratably the subsequent scheduled repayments of the Borrowings of such
Class to be made pursuant to this Section; PROVIDED that any prepayment of a
Borrowing of any Class that is made pursuant to Section 2.09(a) shall be applied
to reduce the subsequent scheduled repayments of the Borrowings of such Class to
be made pursuant to this Section in reverse chronological order or, at the
election of any Lender with respect to any portion of such prepayment payable to
such Lender, to reduce ratably the subsequent scheduled repayments of the
Borrowings of such Class to be made pursuant to this Section.

              (d)    Prior to any repayment of any Borrowings of any Class
hereunder, the Borrower shall select the Borrowing or Borrowings of the
applicable Class to be repaid and shall


                                    * INDICATES CONFIDENTIAL TREATMENT REQUESTED

                                       27



notify the Administrative Agent by telephone (confirmed by telecopy) of such
selection not later than 11:00 a.m., New York City time, three Business Days
before the scheduled date of such repayment; PROVIDED that each repayment of
Borrowings of any Class shall be applied to repay any outstanding ABR Borrowings
of such Class before any other Borrowings of such Class. If the Borrower fails
to make a timely selection of the Borrowing or Borrowings to be repaid, such
repayment shall be applied, first, to repay any outstanding ABR Borrowings of
the applicable Class and, second, to other Borrowings of the applicable Class in
the order of the remaining duration of their respective Interest Periods (the
Borrowing with the shortest remaining Interest Period to be repaid first). Each
repayment of a Borrowing shall be applied, ratably to the Loans included in the
repaid Borrowing. Repayments of Borrowings shall be accompanied by the payment
of accrued interest on the amount thereof.

              Section 2.09. PREPAYMENT OF LOANS.

              (a)    The Borrower shall have the right at any time and from time
to time to prepay any Borrowing in whole or in part subject to the requirements
of this Section without penalty or premium (except as provided in Section 2.14
or 2.15).

              (b)    In the event and on each occasion that any Net Proceeds are
received by or on behalf of the Borrower or any Subsidiary in respect of any
Prepayment Event, the Borrower shall, within six Business Days after such Net
Proceeds are received, prepay Borrowings in an aggregate amount equal to such
Net Proceeds.

              (c)    Following the end of each fiscal year of the Borrower, 
commencing with the fiscal year ending on or after the Effective Date, for 
which there is any Excess Cash Flow, the Borrower shall prepay Borrowings in 
an aggregate amount equal to [  *  ].  Each prepayment pursuant to this 
paragraph shall be made on or before the date on which financial statements 
are delivered pursuant to Section 5.01 with respect to the fiscal year for 
which Excess Cash Flow is being calculated (and in any event within 90 days 
after the end of such fiscal year).

              (d)    Prior to any optional or mandatory prepayment of Borrowings
hereunder, the Borrower shall select the Borrowing or Borrowings to be prepaid
and shall specify such selection in the notice of such prepayment pursuant to
paragraph (e) of this Section; PROVIDED that each prepayment of Borrowings of
any Class shall be applied to prepay ABR Borrowings of such Class before any
other Borrowings of such Class.  If optional or mandatory prepayment of
Borrowings made at a time when Borrowings of more than one Class are
outstanding, the Borrower shall select Borrowings to be prepaid so that the
aggregate amount of such prepayment is allocated among the Classes pro rata
based on the aggregate principal amount of outstanding Borrowings of each such
Class.

              (e)    The Borrower shall notify the Administrative Agent by
telephone (confirmed by telecopy) of any prepayment hereunder (i) in the case of
prepayment of a LIBOR Borrowing, not later than 1:00 p.m., New York City time,
three Business Days before the date of prepayment or (ii) in the case of
prepayment of an ABR Borrowing, not later than 11:00 a.m., New York City time,
one Business Day before the date of prepayment.  Each such notice shall be
irrevocable and shall specify the prepayment date, the principal amount of each
Borrowing or


                                    * INDICATES CONFIDENTIAL TREATMENT REQUESTED

                                       28



portion thereof to be prepaid and, in the case of a mandatory prepayment, a
reasonably detailed calculation of the amount of such prepayment. Promptly
following receipt of any such notice, the Administrative Agent shall advise the
Lenders of the contents thereof. Each partial prepayment of any Borrowing shall
be in an amount that is an integral multiple of $100,000 and not less than
$1,000,000, except as necessary to apply fully the required amount of a
mandatory prepayment. Each prepayment of a Borrowing shall be applied ratably to
the Loans included in the prepaid Borrowing. Prepayments of Borrowings shall be
accompanied by the payment of accrued interest on the amount prepaid.

              Section 2.10. FEES.

              (a)    The Borrower agrees to pay to the Administrative Agent 
for the account of each Lender (i) a commitment fee, which shall accrue (at 
the rate per annum separately agreed) on the [  *  ] of such Lender during 
the period from and including the Effective Date to but excluding the date on 
which the Tranche 1 Commitments terminate and (ii) a commitment fee, which 
shall accrue (at a rate per annum separately agreed) on the [  *  ] of such 
Lender during the period from and including the [  *  ] to but excluding the 
date on which the [  *  ] terminate.  Accrued commitment fees shall be 
payable in arrears on each Interest Payment Date and, in the case of 
commitment fees in respect of [  *  ], on the date on which the [  *  ] 
terminate and, in the case of commitment fees in respect of the [  *  ], on 
the date on which the [  *  ] terminate, commencing on the first such date to 
occur after the Effective Date.  All commitment fees shall be computed on the 
basis of a year of 360 days and shall be payable for the actual number of 
days elapsed (including the first day but excluding the last day).

              (b)    The Borrower agrees to pay to Lucent, for its own account,
fees in the [  *  ].

              (c)    The Borrower agrees to pay to the Administrative Agent (if
other than Lucent) and the Collateral Agent, for its own account, fees in the
[  *  ].

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

              Section 2.11. INTEREST.

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

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


                                    * INDICATES CONFIDENTIAL TREATMENT REQUESTED

                                       29



              (c)    Notwithstanding the foregoing if any principal of or 
interest on any Loan or any fee or other amount payable by the Borrower 
hereunder is not paid when due, whether at stated maturity, upon acceleration 
or otherwise, such overdue amount shall bear interest, after as well as 
before judgment, at a rate per annum equal to [  *  ] plus the rate 
applicable to ABR Loans as provided in paragraph (a) of this Section.

              (d)    All accrued interest on each Loan shall be payable in
arrears on each Interest Payment Date for such Loan; PROVIDED that (i) interest
accrued pursuant to paragraph (c) of this Section shall be payable [  *  ],
(ii) in the event of any repayment or prepayment of any Loan, accrued interest
on the principal amount of such Loan repaid or prepaid shall be payable on the
date of such repayment or prepayment, or (iii) in the event of any conversion of
any Loan prior to the end of the current Interest Period therefor, accrued
interest on such Loan shall be payable on the effective date of such conversion.

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

              Section 2.12. ALTERNATE RATE OF INTEREST.  If prior to the
commencement of any Interest Period for a LIBOR Borrowing:

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

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

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

              Section 2.13. INCREASED COSTS.

              (a)    If any Change in Law shall:

              (i)    impose, modify or deem applicable any reserve, special
       deposit or similar requirement against assets of, deposits with or for
       the account of, or credit


                                    * INDICATES CONFIDENTIAL TREATMENT REQUESTED

                                       30



       extended by, any Lender (except any such reserve requirement reflected 
       in the Adjusted LIBO Rate); or

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

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

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

              (c)    A certificate of a Lender setting forth the amount or
amounts necessary to compensate such Lender or its holding company, as the case
may be, as specified in paragraph (a) or (b) of this Section and the basis
therefor shall be delivered to the Borrower by the applicable Lender (with a
copy to the Administrative Agent) and shall be conclusive absent manifest error
The Borrower shall pay such Lender the amount shown as due on any such
certificate within 30 days after receipt thereof.

              (d)    Failure or delay on the part of any Lender to demand
compensation pursuant to this Section shall not constitute a waiver of such
Lender's right to demand such compensation; PROVIDED that the Borrower shall not
be required to compensate a Lender pursuant to this Section for any increased
costs or reductions incurred more than 270 days prior to the date that such
Lender notifies the Borrower of the Change in Law giving rise to such increased
costs or reductions and of such Lender's intention to claim compensation
therefor; PROVIDED FURTHER that, if the Change in Law giving rise to such
increased costs or reductions is retroactive, then the 270-day period referred
to above shall be extended to include the period of retroactive effect thereof.

              Section 2.14. BREAK FUNDING PAYMENTS; PREPAYMENT FEES.  In the
event of (i) the payment of any principal of any LIBOR Loan other than on the
last day of an Interest Period applicable thereto (including as a result of an
Event of Default), (ii) the conversion of any LIBOR Loan other than on the last
day of the Interest Period applicable thereto, (iii) the failure to borrow,
convert, continue or prepay any Loan on the date specified in any notice
delivered pursuant hereto, or (iv) the assignment of any LIBOR Loan other than
on the last day of the Interest Period applicable thereto as a result of a
request by the Borrower pursuant to Section


                                       31



2.17, then, in any such event, the Borrower shall compensate each Lender for the
loss, cost and expense attributable to such event. In the case of a LIBOR Loan,
such loss, cost or expense to any Lender shall be deemed to include an amount
determined by such Lender to be the excess, if any, of (i) the amount of
interest which would have accrued on the principal amount of such Loan had such
event not occurred, at the Adjusted LIBO Rate that would have been applicable to
such Loan, for the period from the date of such event to the last day of the
then current Interest Period therefor (or, in the case of a failure to borrow,
convert or continue, for the period that would have been the Interest Period for
such Loan), over (ii) the amount of interest which would accrue on such
principal amount for such period at the interest rate which such Lender would
bid were it to bid, at the commencement of such period, for dollar deposits of a
comparable amount and period from other banks in the eurodollar market. A
certificate of any Lender setting forth any amount or amounts that such Lender
is entitled to receive pursuant to this paragraph shall be delivered to the
Borrower and shall be conclusive absent manifest error. The Borrower shall pay
such Lender the amount shown as due on any such certificate within 10 days after
receipt thereof.

              Section 2.15. TAXES.

              (a)    Any and all payments by or on account of any obligation of
the Borrower hereunder or under any other Loan Document shall be made free and
clear of and without deduction for any Indemnified Taxes or Other Taxes;
PROVIDED that if the Borrower shall be required to deduct any Indemnified Taxes
or Other Taxes from such payments, then (i) the sum payable shall be increased
as necessary so that after making all required deductions (including deductions
applicable to additional sums payable under this Section) the Administrative
Agent or Lender receives an amount equal to the sum it would have received had
no such deductions been made, (ii) the Borrower shall make such deductions and
(iii) the Borrower shall pay the full amount deducted to the relevant
Governmental Authority in accordance with applicable law.

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

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

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


                                       32



              (e)    Each Foreign Lender shall deliver to the Borrower (with a
copy to the Administrative Agent) two copies of either United States Internal
Revenue Service Form 1001 or Form 4224, or, in the case of a Foreign Lender
claiming exemption from U.S. Federal withholding tax under Section 871(h) or
881(c) of the Code with respect to payments of "portfolio interest", a Form W-8,
or any subsequent versions thereof or successors thereto (and, if such Foreign
Lender delivers a Form W-8, a certificate representing that such Foreign Lender
is not a bank for purposes of Section 881(c) of the Code, is not a ten percent
(10%) shareholder of the Borrower (within the meaning of Section 871(h)(3)(B) of
the Code) and is not a controlled foreign corporation related to the Borrower
(within the meaning of Section 864(d)(4) of the Code)), properly completed and
duly executed by such Foreign Lender claiming complete exemption from, or
reduced rate of, U.S. Federal withholding tax on payments by the Borrower under
this Agreement or any other Loan Document.  Such forms shall be delivered by
each Foreign Lender on or before the date it becomes a party to this Agreement
or designates a new lending office.  In addition, each Foreign Lender shall
deliver such forms promptly upon the obsolescence, expiration or invalidity of
any form previously delivered by such Foreign Lender.  Notwithstanding any other
provision of this Section 2.15, a Foreign Lender shall not be required to
deliver any form pursuant to this Section 2.15 that such Foreign Lender is not
legally able to deliver.

              (f)    If the Administrative Agent or a Lender determines, in its
sole discretion, that it has received a refund of any Taxes as to which it has
been indemnified by the Borrower pursuant to this Section 2.15, it shall pay
over such refund to the Borrower (but only to the extent of indemnity payments
made by the Borrower under this Section 2.15 with respect to the Taxes giving
rise to such refund), net of all reasonable out-of-pocket expenses of the
Administrative Agent or such Lender and without interest (other than any
interest paid by the relevant Governmental Authority with respect to such
refund); PROVIDED, HOWEVER, that the Borrower, upon the request of the
Administrative Agent or such Lender, agrees to repay the amount paid over to the
Borrower (plus any penalties, interest or other charges imposed by the relevant
Governmental Authority) to the Administrative Agent or such Lender in the event
the Administrative Agent or such Lender is required to repay such refund to such
Governmental Authority.  Nothing contained in this Section 2.15 shall require
the Administrative Agent or any Lender to make available its tax returns (or any
other information relating to its Taxes which it deems confidential) to the
Borrower or any other Person.

              Section 2.16. PAYMENTS GENERALLY; PRO RATA TREATMENT; SHARING OF
SET-OFFS.

              (a) The Borrower shall make each payment required to be made by it
hereunder or under any other Loan Document (whether of principal, interest or
fees, or of amounts payable under Sections 2.13, 2.14 or 2.15, or otherwise)
prior to 12:00 noon, New York City time, on the date when due, in immediately
available funds, without set-off or counterclaim. Any amounts received after
such time on any date may, in the discretion of the Administrative Agent, be
deemed to have been received on the next succeeding Business Day for purposes of
calculating interest thereon. All such payments shall be made to the
Administrative Agent at The Chase Manhattan Bank, New York, New York, ABA no.
021000021, account no. 9101449099, phone no. (212) 552-2222 (or such other
account as the Administrative Agent shall from time to time specify by notice),
except that payments pursuant to Sections 2.10(b), 2.10(c), 2.13, 2.14, 2.15 and
9.03 shall be made directly to the Persons entitled thereto and payments
pursuant to


                                       33



other Loan Documents shall be made to the Persons specified therein. The
Administrative Agent shall distribute any such payments received by it for the
account of any other Person to the appropriate recipient promptly following
receipt thereof. If any payment under any Loan Document shall be due on a day
that is not a Business Day, the date for payment shall be extended to the next
succeeding Business Day, and, in the case of any payment accruing interest,
interest thereon shall be payable for the period of such extension. All payments
under each Loan Document shall be made in dollars.

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

              (c)    If any Lender shall, by exercising any right of set-off or
counterclaim or otherwise, obtain payment in respect of any principal of or
interest on any of its Loans resulting in such Lender receiving payment of a
greater proportion of the aggregate amount of its Loans and accrued interest
thereon than the proportion received by any other Lender, then the Lender
receiving such greater proportion shall purchase (for cash at face value)
participations in the Loans of other Lenders to the extent necessary so that the
benefit of all such payments shall be shared by the Lenders ratably in
accordance with the aggregate amount of principal of and accrued interest on
their respective Loans; PROVIDED that (i) if any such participations are
purchased and all or any portion of the payment giving rise thereto is
recovered, such participations shall be rescinded and the purchase price
restored to the extent of such recovery, without interest, and (ii) the
provisions of this paragraph shall not be construed to apply to any payment made
by the Borrower pursuant to and in accordance with the express terms of this
Agreement or any payment obtained by a Lender as consideration for the
assignment of or sale of a participation in any of its Loans to any assignee or
participant, other than to the Borrower or any Subsidiary or Affiliate thereof
(as to which the provisions of this paragraph shall apply).  The Borrower
consents to the foregoing and agrees, to the extent it may effectively do so
under applicable law, that any Lender acquiring a participation pursuant to the
foregoing arrangements may exercise against the Borrower rights of set-off and
counterclaim with respect to such participation as fully as if such Lender were
a direct creditor of the Borrower in the amount of such participation.

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


                                       34



the greater of the Federal Funds Effective Rate and a rate determined by the
Administrative Agent in accordance with banking industry rules on interbank
compensation.

              (e)    Without limiting the generality of paragraph (a) above, the
Borrower's obligations to make each payment required to be made by it hereunder
or under any other Loan Document (whether of principal, interest, fees or
otherwise) shall be absolute and unconditional and shall not be subject to any
delay, reduction, set-off, counterclaim, defense or recoupment for any reason,
including any failure of any equipment or other assets acquired pursuant to the
Supply Agreement or any part thereof, or any dispute with, breach of
representation or warranty by or claim against any supplier, manufacturer,
installer, vendor or distributor, including Lucent.  The provisions of this
paragraph shall not be construed as a waiver by the Parent or the Borrower of
any rights they may have under the Supply Agreement.

              Section 2.17. MITIGATION OBLIGATIONS; REPLACEMENT OF LENDERS.

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

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


                                       35



                                  ARTICLE III

                         REPRESENTATIONS AND WARRANTIES

              Each of the Parent and the Borrower represents and warrants to the
Lenders that:

              Section 3.01. ORGANIZATION; POWERS.  Each of the Parent, the
Borrower and the Subsidiaries is duly organized, validly existing and in good
standing under the laws of the jurisdiction of its organization, has all
requisite company or corporate, as the case may be, power and authority to carry
on its business as now conducted and, except where the failure to do so,
individually or in the aggregate, could not reasonably be expected to result in
a Material Adverse Effect, is qualified to do business in, and is in good
standing in, every jurisdiction where such qualification is required.

              Section 3.02. AUTHORIZATION; ENFORCEABILITY.  The Transactions to
be entered into by each Loan Party are within such Loan Party's corporate or
company, as the case may be, powers and have been duly authorized by all
necessary corporate or company, as the case may be, and, if required,
stockholder or member, as the case may be, action.  This Agreement has been duly
executed and delivered by each of the Parent and the Borrower and constitutes,
and each other Loan Document to which any Loan Party is to be a party, when
executed and delivered by such Loan Party, will constitute, a legal, valid and
binding obligation of the Parent, the Borrower or such Loan Party (as the case
may be), enforceable in accordance with its terms, subject to applicable
bankruptcy, insolvency, reorganization, moratorium or other laws affecting
creditors' rights generally and subject to general principles of equity,
regardless of whether considered in a proceeding in equity or at law.

              Section 3.03. GOVERNMENTAL APPROVALS; NO CONFLICTS.  The
Transactions (a) do not require any consent or approval of, registration or
filing with, or any other action by, any Governmental Authority, except such as
have been obtained or made and are in full force and effect and except filings
necessary to perfect Liens created under the Security Documents, (b) will not
violate any applicable law or regulation or the charter, by-laws or other
organizational documents of any Loan Party or any order of any Governmental
Authority, (c) will not violate or result in a default under any indenture,
agreement or other instrument evidencing or governing any Material Indebtedness
or any other material indenture, agreement or other instrument binding upon any
Loan Party or its assets, or give rise to a right thereunder to require any
payment to be made by any Loan Party, and (d) will not result in the creation or
imposition of any Lien on any asset of any Loan Party, except Liens created
under the Security Documents.  

              Section 3.04. FINANCIAL CONDITION; NO MATERIAL ADVERSE CHANGE.

              (a)    The Parent has heretofore furnished to the Lenders its
consolidated balance sheet and statements of income, stockholders equity and
cash flows as of and for the fiscal year ended December 31, 1998, and its
consolidated balance sheet and statements of income, stockholders equity and
cash flows as of and for the fiscal quarter ended March 31, 1999, each certified
by a Financial Officer of the Parent.  Such financial statements present fairly,
in all material respects, the financial position and results of operations and
cash flows of the Parent and its consolidated subsidiaries as of such dates and
for such periods in accordance


                                       36



with GAAP, subject to year end audit adjustments. As of the date hereof, neither
the Parent nor the Borrower has liabilities in excess of $75,000 except as
disclosed on Schedule 3.04(a).

              (b)    Since December 31, 1998, there has been no material adverse
change in the business, condition (financial or otherwise), operations,
performance or properties of the Parent or the Borrower and the Subsidiaries,
taken as a whole.

              Section 3.05. PROPERTIES AND LICENSES.

              (a)    Each of the Loan Parties has good title to, or valid
leasehold interests in, all the real and personal property material to its
business, except for minor defects in title that do not interfere with its
ability to conduct its business as currently conducted or to utilize such
properties for their intended purposes.

              (b)    Each of the Loan Parties owns, or is licensed to use, all
trademarks, tradenames, copyrights, patents and other intellectual property
material to its business, and the use thereof by the Loan Parties does not
infringe upon the rights of any other Person, except for any such infringements
that, individually or in the aggregate, could not reasonably be expected to
result in a Material Adverse Effect.

              (c)    The certificates, licenses and approvals identified on
Schedule 3.05 (the "Licenses") are all the certificates, licenses and approvals
that have been issued or provided to the Parent or the Borrower by any
Governmental Authority having jurisdiction over the telecommunications business,
and each such License is in full force and effect and has not been revoked,
cancelled, suspended or modified in an adverse way.  Schedule 3.05 also
accurately identifies and describes all applications ("Pending Applications")
that have been made by the Parent or the Borrower to obtain any certificates,
licenses or approvals from any Governmental Authority having jurisdiction over
the telecommunications business.  The Parent and the Borrower are not aware of
any reason that any Governmental Authority would not approve the assignment to
the Borrower of any License owned by the Parent or the assignment or the
modification of any Pending Application made by the Parent so as to be made on
behalf of the Borrower or the assignment to the Borrower of any certificates,
licenses or approvals for which Pending Applications have been made.  The
Parent, the Borrower and the Subsidiaries have all licenses and permits that are
material to the business of the Parent, the Borrower and the Subsidiaries except
for the License with respect to New Mexico, which may or may not be material. 
Each license or permit that is material to the business of the Parent, the
Borrower and the Subsidiaries, is valid and in full force and effect, and the
Parent, the Borrower and the Subsidiaries are in compliance in all material
respects with the terms and conditions thereof.  

              Section 3.06. LITIGATION AND ENVIRONMENTAL MATTERS.

              (a)    There are no actions, suits or proceedings by or before any
arbitrator or Governmental Authority pending against or, to the knowledge of the
Parent or the Borrower, threatened against or affecting the Parent, the Borrower
or any of its Subsidiaries (i) as to which there is a reasonable possibility of
an adverse determination and that, if adversely determined, could reasonably be
expected, individually or in the aggregate, to result in a Material Adverse


                                       37



Effect (other than the Disclosed Matters) or (ii) that involve any of the Loan
Documents or the Transactions.

              (b)    Except with respect to any other matters that, individually
or in the aggregate, could not reasonably be expected to result in a Material
Adverse Effect, none of the Parent, the Borrower or any of its Subsidiaries (i)
has failed to comply with any Environmental Law or to obtain, maintain or comply
with any permit, license or other approval required under any Environmental Law,
(ii) has become subject to any Environmental Liability, (iii) has received
notice of any claim with respect to any Environmental Liability or (iv) knows of
any basis for any Environmental Liability.

              Section 3.07. COMPLIANCE WITH LAWS AND AGREEMENTS.  Each of the
Parent, the Borrower and its Subsidiaries is in compliance with all laws,
regulations and orders of any Governmental Authority applicable to it or its
property and all indentures, agreements and other instruments binding upon it or
its property, except where the failure to do so, individually or in the
aggregate, could not reasonably be expected to result in a Material Adverse
Effect.  No Default has occurred and is continuing.  True and correct copies of
all material agreements to which the Parent, the Borrower or any Subsidiary is a
party or by which any of them or their properties is bound have been provided to
special counsel to Lucent.

              Section 3.08. INVESTMENT AND HOLDING COMPANY STATUS.  None of the
Loan Parties is (a) an "investment company" as defined in, or subject to
regulation under, the Investment Company Act of 1940 or (b) a "holding company"
as defined in, or subject to regulation under, the Public Utility Holding
Company Act of 1935.

              Section 3.09. TAXES.  Each of the Loan Parties has timely filed or
caused to be filed all Tax returns and reports required to have been filed and
has paid or caused to be paid all Taxes required to have been paid by it, except
(a) Taxes that are being contested in good faith by appropriate proceedings and
for which the applicable Loan Party has set aside on its books adequate reserves
or (b) the filing of local Tax returns and reports to the extent that the
failure to do so, individually or in the aggregate, could not reasonably be
expected to result in a Material Adverse Effect.

              Section 3.10. ERISA.  Each Plan has been administered in
compliance with all applicable laws except for such instances of noncompliance
as have not resulted in and could not reasonably be expected to result in a
Material Adverse Effect.  No ERISA Event has occurred or is reasonably expected
to occur that, when taken together with all other such ERISA Events for which
liability is reasonably expected to occur, could reasonably be expected to
result in a Material Adverse Effect.  The present value of all accumulated
benefit obligations under each Plan (based on the assumptions used for purposes
of Statement of Financial Accounting Standards No. 87) did not, as of the date
of the most recent financial statements reflecting such amounts, exceed the fair
market value of the assets of such Plan, and the present value of all
accumulated benefit obligations of all underfunded Plans (based on the
assumptions used for purposes of Statement of Financial Accounting Standards No.
87) did not, as of the date of the most recent financial statements reflecting
such amounts, exceed the fair market value of the assets of all such underfunded
Plans.


                                       38



              Section 3.11. DISCLOSURE.  The Parent and the Borrower have
disclosed to the Lenders all agreements, instruments and corporate or other
restrictions to which any of the Loan Parties is subject that, individually or
in the aggregate, could reasonably be expected to result in a Material Adverse
Effect.  None of the reports, financial statements, certificates or other
information furnished by or on behalf of any Loan Party to the Administrative
Agent or any Lender in connection with the negotiation of this Agreement or any
other Loan Document or delivered hereunder or thereunder (as modified or
supplemented by other information so furnished, including the Parent's publicly
available filings with the Securities and Exchange Commission) contains any
material misstatement of fact or omits to state any material fact necessary to
make the statements therein, taken as a whole, in the light of the circumstances
under which they were made, not misleading; PROVIDED that, with respect to
projected financial information, the Parent and the Borrower represent only that
such information was prepared in good faith based upon assumptions believed to
be reasonable at the time.  The Borrower has furnished to the Administrative
Agent a true and correct copy of the Administrative Agreement, and such
agreement is in full force and effect on the date hereof.

              Section 3.12. SUBSIDIARIES.  Schedule 3.12 sets forth as of the
date of this Agreement the name of, and the ownership interest of the Borrower
in, each Subsidiary of the Borrower.

              Section 3.13. INSURANCE.  Schedule 3.13 sets forth a description
of all insurance maintained by or on behalf of the Borrower and its Subsidiaries
as of the date of this Agreement.  As of the date of this Agreement, all
premiums in respect of such insurance have been paid.

              Section 3.14. LABOR MATTERS.  As of the date hereof, there are no
strikes, lockouts or slowdowns against any Loan Party pending or, to the
knowledge of the Parent or the Borrower, threatened.  The hours worked by and
payments made to employees of the Loan Parties have not been in violation of the
Fair Labor Standards Act or any other applicable Federal, state, local or
foreign law dealing with such matters.  All payments due from any Loan Party, or
for which any claim may be made against any Loan Party, on account of wages and
employee health and welfare insurance and other benefits, have been paid or
accrued as a liability on the books of the applicable Loan Party.  The
consummation of the Transactions will not give rise to any right of termination
or right of renegotiation on the part of any union under any collective
bargaining agreement to which any Loan Party is bound.

              Section 3.15. SUPPLY AGREEMENT.  The Supply Agreement is in full
force and effect and except as disclosed in Schedule 3.15 no payment default or
any other default that (with or without notice or the passage of time or both)
would permit Lucent to terminate the Supply Agreement has occurred and is
continuing under the Supply Agreement.  The Borrower has not terminated, nor
taken any action which could result in the termination of, the Supply Agreement.

              Section 3.16. SECURITY DOCUMENTS.  The representations and
warranties in each Security Document are true and correct.

              Section 3.17. YEAR 2000 READINESS.  Any reprogramming required to
permit the proper functioning, in and following the year 2000, of (a) the
computer systems of the Parent, the


                                       39



Borrower and the Subsidiaries and (b) equipment of the Parent, the Borrower and
the Subsidiaries containing embedded microchips and the testing of all such
systems and equipment, as so reprogrammed, will be completed by November 30,
1999, except to the extent that failure to do so would not have a Material
Adverse Effect. The cost to the Parent, the Borrower and the Subsidiaries of
such reprogramming and testing and of the reasonably foreseeable consequences of
year 2000 to the Parent, the Borrower and the Subsidiaries (including
reprogramming errors) could not reasonably be expected to have a Material
Adverse Effect. The Parent, the Borrower and the Subsidiaries have used
commercially reasonable efforts to identify all possible failures of the systems
or equipment of their material suppliers, vendors and customers and to assess
the impact of any such failures on the business, condition (financial or
otherwise), operations, performance or properties of the Parent, the Borrower
and the Subsidiaries .

              Section 3.18. CAPITALIZATION.

              (a)    There are no shareholders agreements, voting trusts,
proxies or other agreements, commitments or understandings of any character to
which the Parent, the Borrower or any of its Subsidiaries is a party or by which
the Parent, the Borrower or any of its Subsidiaries is bound with respect to the
voting of any shares of capital stock of the Parent or any of its Subsidiaries.

              (b)    All securities issued by the Parent, the Borrower or any of
its Subsidiaries have been offered, issued, sold and delivered, in compliance
with, or pursuant to exemptions from, the Securities Act, and the rules and
regulations of the Securities and Exchange Commission thereunder, and all other
laws of any jurisdiction, and the rules and regulations of any Governmental
Authority, applicable to the offering, issuance, sale or delivery of securities
Neither the Parent nor any of its Subsidiaries is required to file, nor has it
filed, any information with the Securities and Exchange Commission pursuant to
the Securities Exchange Act.  Neither the Parent, the Borrower nor any of its
Subsidiaries has registered any securities under the Securities Act.  No holder
of securities of the Parent, the Borrower or any of its Subsidiaries has any
contractual right to require the Parent, the Borrower or any of its Subsidiaries
to include any such securities in any registration statement under the
Securities Act. 

                                   ARTICLE IV

                                   CONDITIONS

              Section 4.01. EFFECTIVE DATE.  The obligations of the Lenders to
make the initial Loans hereunder shall not become effective until the date on
which each of the following conditions is satisfied (or waived in accordance
with Section 9.02):

              (a)    The Administrative Agent (or its counsel) shall have
received from each party hereto either (i) a counterpart of this Agreement
signed on behalf of such party or (ii) written evidence satisfactory to the
Administrative Agent (which may include telecopy transmission of a signed
signature page of this Agreement) that such party has signed a counterpart of
this Agreement.


                                       40



              (b)    The Administrative Agent shall have received a favorable
written opinion (addressed to the Agents and the Lenders, dated the Effective
Date and addressing such matters relating to the Loan Parties, the Loan
Documents and the Transactions as the Administrative Agent shall reasonably
request, in each case in form and substance reasonably satisfactory to the
Administrative Agent) of each of (i) Cooley Godward LLP, counsel for the Parent
and the Borrower, (ii) Kelley Drye & Warren, LLP, special communications counsel
to the Parent and the Borrower, and (iii) Orrick, Herrington & Sutcliffe LLP,
special counsel for Lucent.  The Parent and the Borrower hereby request their
counsel referred to in clauses (i) and (ii) of this paragraph to deliver such
opinions.

              (c)    The Administrative Agent shall have received such documents
and certificates as the Administrative Agent or its counsel may reasonably
request relating to the organization, existence and good standing of the Loan
Parties, the authorization of the Transactions and any other legal matters
relating to the Loan Parties, the Loan Documents or the Transactions, all in
form and substance satisfactory to the Administrative Agent and its counsel.

              (d)    The Administrative Agent shall have received a certificate,
dated the Effective Date and signed by the Chief Executive Officer, President, a
Vice President or a Financial Officer of each of the Parent and the Borrower,
confirming compliance with the conditions set forth in paragraphs (a), (b) and
(c) of Section 4.02.

              (e)    The Agents and Lucent shall be satisfied that all fees and
other amounts due and payable to them hereunder on or prior to the Effective
Date, including, to the extent invoiced, reimbursement or payment of all
expenses required to be reimbursed or paid by the Borrower hereunder or under
any other Loan Document, have been paid or will be paid from the proceeds of a
Borrowing to be made on the Effective Date.

              (f)    The Lenders shall be reasonably satisfied with the
corporate and legal structure and capitalization of the Parent, the Borrower and
the Subsidiaries, including the charter and by-laws of the Parent, the Borrower
and each Subsidiary and each agreement or instrument evidencing Indebtedness.

              (g)    The Administrative Agent shall have received (i)
counterparts of the Guarantee Agreement signed on behalf of the Parent and each
Subsidiary, and (ii) counterparts of the Indemnity and Contribution Agreement
signed on behalf of each Loan Party.

              (h)    The Collateral Agent shall have received (i) counterparts
of the Security Documents (other than the Pledge Agreement (Borrower))signed on
behalf of the Loan Party that is a party thereto and (ii) evidence satisfactory
to the Required Lenders that all documents and instruments, including Uniform
Commercial Code financing statements, required by law or reasonably requested by
the Collateral Agent to be filed, registered or recorded to create or perfect
the Liens intended to be created under the Security Documents, and to protect
the respective ownership interests of the Parent, the Borrower and the
Subsidiaries in (and the Liens of the Security Documents on) all Collateral,
have been so filed, registered or recorded.

              (i)    The Collateral Agent shall have received a completed
Perfection Certificate from each of the Borrower and the Parent, dated the
Effective Date and signed by a


                                       41



Financial Officer of the Borrower and the Parent, respectively, together with
all attachments contemplated thereby, including (i) the results of a search of
the Uniform Commercial Code (or equivalent) filings made with respect to the
Borrower and the Parent in the jurisdictions contemplated by the Perfection
Certificate and (ii) copies of the financing statements (or similar documents)
disclosed by such search and evidence reasonably satisfactory to the Collateral
Agent that the Liens indicated by such financing statements (or similar
documents) are permitted by Section 6.02 or have been released.

              (j)    The Administrative Agent shall have received evidence
satisfactory to it that the insurance required by Section 5.07 is in effect and
that the Collateral Agent has been named as an additional insured and loss payee
under all insurance policies to be maintained with respect to the properties of
the Borrower constituting the Collateral.

              (k)    The Lenders shall have received the most recent Business
Plan, including financial projections, and there shall have been no material
adverse changes in the Business Plan compared to the information disclosed to
Lucent prior to the date of execution of this Agreement.

              (l)    The Lenders (i) shall have been given access to the
management, records, books of account, contracts and properties of the Loan
Parties and shall have received such financial, business and other information
regarding the Loan Parties as the Lenders shall have reasonably requested and
(ii) shall have completed their due diligence review of the Loan Parties and
shall be reasonably satisfied with the results of such review.

              (m)    The Administrative Agent shall have received evidence
reasonably satisfactory to it that the Subsidiaries hold all material
governmental approvals reasonably necessary to conduct their respective
businesses.

              (n)    The Parent shall have received cash equity contributions of
at least $15,000,000 from various investors and the Borrower shall have received
cash equity contributions of at least $15,000,000 from the Parent; PROVIDED,
HOWEVER, that the Parent may pay certain construction and engineering costs on
behalf of the Borrower for an aggregate amount not exceeding $1,416,559.50 in
lieu of contributing cash in an equal amount; PROVIDED, FURTHER, the Parent
shall have delivered a certificate of one of its Financial Officers to the
Administrative Agent certifying that any such costs were incurred in an arm's
length transaction and that the Borrower otherwise would have been required to
pay such costs in order to implement the Business Plan.  

              (o)    Each holder of an equity interest in the Parent exceeding
5% of outstanding equity shall be reasonably acceptable to the Lenders.

The Administrative Agent shall notify the Borrower and the Lenders of the
Effective Date, and such notice shall be conclusive and binding. 
Notwithstanding the foregoing, the obligations of the Lenders to make Loans
hereunder shall not become effective unless each of the foregoing conditions is
satisfied (or waived pursuant to Section 9.02) at or prior to 3:00 p.m., New
York City time, on August 15, 1999 (and, in the event such conditions are not so
satisfied or waived, the Commitments shall terminate at such time).


                                       42



              Section 4.02. EACH BORROWING.  The obligation of each Lender to
make a Loan on the occasion of any Borrowing is subject to the satisfaction of
the following conditions:

              (a)    At the time of and immediately after giving effect to such
Borrowing, the representations and warranties of the Loan Parties set forth in
the Loan Documents shall be true and correct in all respects (or, in the case of
any representation or warranty that is not qualified as to materiality, in all
material respects) on and as of the date of such Borrowing (or, in the case of
any representation and warranty that expressly relates to an earlier date, on
and as of such earlier date).

              (b)    At the time of and immediately after giving effect to such
Borrowing no Default shall have occurred and be continuing.

              (c)    At the time of and immediately after giving effect to such
Borrowing, the Supply Agreement shall be in full force and effect, no payment
default shall have occurred and be continuing and no other default that (with or
without notice or the passage of time or both) would permit Lucent to terminate
the Supply Agreement and with respect to which Lucent has notified the Borrower
shall have occurred and be continuing under the Supply Agreement.

              (d)    With respect to any Tranche 2 Loans, at the time of and 
immediately after giving effect to such Borrowing, the aggregate amount of 
all Tranche 2 Loans outstanding shall be equal to or less than [  *  ] of the 
aggregate amount of paid in capital and Subordinated Indebtedness in excess 
of $[  *  ].

              (e)    The Lucent Product of which the Purchase Price is to be
paid with the proceeds of such Borrowing is intended to be used in a Permitted
Jurisdiction.

Each Borrowing shall be deemed to constitute a representation and warranty by
the Borrower on the date thereof as to the matters specified in paragraphs (a),
(b), (c), (d) and (e) of this Section.  For purposes of this Section 4.02, the
condition set forth in Section 4.02(a), to the extent that it relates to the
representation of the Parent and the Borrower that no default (excluding payment
defaults) that (with or without notice or the passage of time or both) would
permit Lucent to terminate the Supply Agreement has occurred and is continuing,
shall not be deemed unsatisfied at the time of any Borrowing unless Lucent has
notified the Borrower that such a default has occurred.

                                    ARTICLE V

                              AFFIRMATIVE COVENANTS

              Until the Commitments have expired or been terminated and the
principal of and interest on each Loan and all fees payable hereunder shall have
been paid in full, each of the Parent and the Borrower covenants and agrees with
the Lenders that:


                                    * INDICATES CONFIDENTIAL TREATMENT REQUESTED

                                       43



              Section 5.01. FINANCIAL STATEMENTS AND OTHER INFORMATION.  The
Parent and the Borrower will furnish to the Administrative Agent:

              (a)    within 120 days after the end of each fiscal year of the
Parent, the audited consolidated balance sheet of the Parent and its
consolidated subsidiaries and related statements of operations, stockholders'
equity and cash flows as of the end of and for such year, setting forth in each
case in comparative form the figures for the previous fiscal year, all reported
on by Arthur Andersen LLP or other independent public accountants of recognized
national standing (without a "going concern" or like qualification or exception
and without any qualification or exception as to the scope of such audit) to the
effect that such consolidated financial statements present fairly in all
material respects the financial condition and results of operations of the
Parent and its consolidated subsidiaries on a consolidated basis in accordance
with GAAP consistently applied;

              (b)    within 45 days after the end of each of the first three
fiscal quarters of each fiscal year of the Parent and its consolidated
subsidiaries, the consolidated balance sheet of the Parent and its consolidated
subsidiaries and related statements of operations and cash flows as of the end
of and for such fiscal quarter and the then elapsed portion of the fiscal year,
setting forth in each case in comparative form the figures for the corresponding
period or periods of (or, in the case of the balance sheet, as of the end of)
the previous fiscal year, all certified by one of its Financial Officers as
presenting fairly in all material respects the financial condition and results
of operations of the Parent and its consolidated subsidiaries on a consolidated
basis in accordance with GAAP consistently applied, subject to normal year-end
audit adjustments and the absence of footnotes;

              (c)    within 120 days after the end of each fiscal year of the
Borrower, the consolidated balance sheet of the Borrower and its consolidated
Subsidiaries and related statements of operations, stockholders' equity and cash
flows as of the end of and for such year, setting forth in each case in
comparative form the figures for the previous fiscal year, all certified by one
of its Financial Officers as presenting fairly in all material respects the
financial condition and results of operations of the Borrower and its
consolidated Subsidiaries on a consolidated basis in accordance with GAAP
consistently applied;

              (d)    within 45 days after the end of each of the first three
fiscal quarters of each fiscal year of the Borrower and its consolidated
Subsidiaries, the consolidated balance sheet of the Borrower and its
consolidated Subsidiaries and related statements of operations and cash flows as
of the end of and for such fiscal quarter and the then elapsed portion of the
fiscal year, setting forth in each case in comparative form the figures for the
corresponding period or periods of (or, in the case of the balance sheet, as of
the end of) the previous fiscal year, all certified by one of its Financial
Officers as presenting fairly in all material respects the financial condition
and results of operations of the Borrower and its consolidated Subsidiaries on a
consolidated basis in accordance with GAAP consistently applied, subject to
normal year-end audit adjustments and the absence of footnotes;

              (e)    concurrently with any delivery of the Parent's and
Borrower's financial statements under clause (a) , (b), (c) and (d) above, a
certificate of a Financial Officer of each of the Parent and the Borrower (i)
certifying as to whether a Default has occurred and, if a Default


                                       44



has occurred, specifying the details thereof and any action taken or proposed to
be taken with respect thereto, (ii) setting forth reasonably detailed
calculations demonstrating compliance with Sections 6.11 through 6.20 and (iii)
stating whether any change in GAAP or in the application thereof that materially
affects the Parent's or the Borrower's financial statements accompanying such
certificate (it being understood that any change that would affect compliance
with any covenant set forth herein or the Applicable Rate shall be considered
material) has occurred since the date of the Parent's or the Borrower's audited
financial statements referred to in Section 3.04 and, if any such change has
occurred, specifying the effect of such change on the financial statements
accompanying such certificate (it being understood that such certificate may
also satisfy the requirements of Section 5.03(b) and (c), but any such
certificate intended to satisfy both those requirements and the requirements of
this clause (e) shall be delivered to both the Administrative Agent and the
Collateral Agent);

              (f)    concurrently with any delivery of financial statements
under clause (a) or (c) above, a certificate of the accounting firm that
reported on such financial statements stating whether they obtained knowledge
during the course of their examination of such financial statements of any
Default (which certificate may be limited to the extent required by accounting
rules or guidelines);

              (g)    promptly after the same become available but in any event
within 120 days after the end of each fiscal year of the Borrower, an annual
operating and cash flow budget in reasonable detail for the current fiscal year
and updated financial projections through the fiscal year during which the
Maturity Date is scheduled to occur;

              (h)    promptly after the same become publicly available, copies
of all periodic and other reports, proxy statements and other materials filed by
the Parent, the Borrower or any Subsidiary with the Securities and Exchange
Commission, or any Governmental Authority succeeding to any or all of the
functions of said Commission, or with any national securities exchange, or
financial information or other material information distributed by the Parent or
the Borrower to either of their shareholders generally, as the case may be; and

              (i)    promptly following any request therefor, such other
information regarding the operations, business affairs and financial condition
of the Parent, the Borrower or any Subsidiary, or compliance with the terms of
any Loan Document, as either Agent or any Lender may reasonably request.

              Section 5.02. NOTICES OF MATERIAL EVENTS.

              (a)    The Borrower will furnish to the Administrative Agent, the
Collateral Agent and each Lender written notice of the following promptly upon
obtaining knowledge thereof:

              (i)    the occurrence of any Default;

              (ii)   the filing or commencement of any action, suit or
       proceeding by or before any arbitrator or Governmental Authority against
       or affecting the Parent, the Borrower or any Affiliate thereof that, if
       adversely determined, could reasonably be expected to result in a
       Material Adverse Effect; and


                                       45



              (iii)  any other development that results in, or could reasonably
       be expected to result in, a Material Adverse Effect.

              (b)    The Borrower will furnish to the Administrative Agent and
the Collateral Agent written notice of the occurrence of any Prepayment Event
promptly after the occurrence of such event.

              (c)    Each notice delivered under this Section shall be
accompanied by a statement of a Financial Officer or other executive officer of
the Borrower setting forth the details of the event or development requiring
such notice and any action taken or proposed to be taken with respect thereto.

              Section 5.03. INFORMATION REGARDING COLLATERAL.

              (a)    The Borrower will furnish to the Collateral Agent prompt
written notice of any change (i) in corporate name of the Borrower or any
Subsidiary or in any trade name used to identify any such Person in the conduct
of its business or in the ownership of its properties, (ii) in the location of
the chief executive office of the Borrower or any Subsidiary, its principal
place of business or any asset constituting Collateral (other than the
installation of any asset constituting Collateral in a jurisdiction in which all
Uniform Commercial Code financing statements (including fixture filings, if
applicable) and other appropriate filings, recordings or registrations,
containing a description of the Collateral have been filed of record in each
governmental, municipal or other appropriate office in such jurisdiction to the
extent necessary to perfect the security interests under the Security Documents,
(iii) in the identity or corporate structure of the Borrower or any Subsidiary
or (iv) in the Federal Taxpayer Identification Number of the Borrower or any
Subsidiary.  The Borrower agrees not to effect or permit any change referred to
in the preceding sentence unless all filings have been made under the Uniform
Commercial Code or otherwise that are required in order for the Collateral Agent
to continue at all times following such change to have a valid, legal and
perfected security interest in all the Collateral.

              (b)    Each year, at the time of delivery of annual financial
statements for the Borrower with respect to the preceding fiscal year pursuant
to clause (c) of Section 5.01, the Borrower will and will cause each Subsidiary
to deliver to the Collateral Agent a certificate of a Financial Officer of the
Borrower or such Subsidiary (i) setting forth the information required pursuant
to Sections 1 and 2 of the Perfection Certificate with respect to the Borrower
or such Subsidiary or confirming that there has been no change in such
information since the date of the Perfection Certificate delivered on the
Effective Date or the date of the most recent certificate delivered pursuant to
this Section and (ii) certifying that all Uniform Commercial Code financing
statements (including fixture filings, as applicable) or other appropriate
filings, recordings or registrations, including all refilings, rerecordings and
reregistrations, containing a description of the Collateral have been filed of
record in each governmental, municipal or other appropriate office in each
jurisdiction identified pursuant to clause (i) above to the extent necessary to
protect and perfect the security interests under the Security Documents for a
period of not less than 18 months after the date of such certificate (except as
noted therein with respect to any continuation statements to be filed within
such period). 


                                       46



              (c)    Each year, at the time of delivery of annual financial
statements for the Parent with respect to the preceding fiscal year pursuant to
clause (a) of Section 5.01, the Parent will deliver to the Collateral Agent a
certificate of a Financial Officer of the Parent (i) setting forth the
information required pursuant to Sections 1 and 2 of the Perfection Certificate
with respect to the Parent (and following the Partial Termination Date, only the
information required pursuant to Sections 1 and 2(a), (b) and (c) of the
Perfection Certificate of the Parent) or confirming that there has been no
change in such information since the date of the Perfection Certificate
delivered on the Effective Date or the date of the most recent certificate
delivered pursuant to this Section and (ii) certifying that all Uniform
Commercial Code financing statements (including fixture filings, as applicable)
or other appropriate filings, recordings or registrations, including all
refilings, rerecordings and reregistrations, containing a description of the
Collateral have been filed of record in each governmental, municipal or other
appropriate office in each jurisdiction identified pursuant to clause (i) above
to the extent necessary to protect and perfect the security interests under the
Security Documents for a period of not less than 18 months after the date of
such certificate (except as noted therein with respect to any continuation
statements to be filed within such period).  

              Section 5.04. EXISTENCE; CONDUCT OF BUSINESS.  Each of the Parent
and the Borrower will, and will cause each of the Subsidiaries to, do or cause
to be done all things necessary to preserve, renew and keep in full force and
effect its legal existence and the rights, licenses, permits, privileges and
franchises material to the conduct of the business of the Parent, the Borrower
and the Subsidiaries, taken as a whole; PROVIDED that the foregoing shall not
prohibit any merger, consolidation, liquidation or dissolution permitted under
Section 6.03.

              Section 5.05. PAYMENT OF OBLIGATIONS.  Each of the Parent and the
Borrower will, and will cause each of the Subsidiaries to, pay its Indebtedness
and other obligations, including Tax liabilities, before the same shall become
delinquent or in default, except where (i) the validity or amount thereof is
being contested in good faith by appropriate proceedings, (ii) the Parent, the
Borrower or such Subsidiary has set aside on its books adequate reserves with
respect thereto in accordance with GAAP, (iii) such contest effectively suspends
collection of the contested obligation and the enforcement of any Lien securing
such obligation and (iv) the failure to make payment pending the resolution of
such contest could not reasonably be expected to result in a Material Adverse
Effect.

              Section 5.06. MAINTENANCE OF PROPERTIES.  Each of the Parent and
the Borrower will, and will cause each of the Subsidiaries to, keep and maintain
all Collateral, and all other property material to the conduct of the business
of the Parent, the Borrower and the Subsidiaries, taken as a whole, in good
working order and condition, ordinary wear and tear excepted, PROVIDED, that
this Section 5.06 shall not prevent sales permitted under Sections 6.03 and
6.04.

              Section 5.07. INSURANCE.

              (a)    Each of the Parent and the Borrower will, and will cause
each of the Subsidiaries to, maintain, with financially sound and reputable
insurance companies with AM Best's rating of A minus (A-) or better, All-Risk
property insurance for the full replacement value of all property and other
insurance, including public liability insurance against claims for personal
injury, death or property damage occurring upon, about or in connection with the
use of


                                       47



any properties owned, occupied or controlled by it as well as such other
insurance as may be required by law.

              (b)    All policies of All-Risk property insurance maintained by
or for the benefit of the Borrower with respect to the Collateral shall be (i)
maintained in an amount not less than the full replacement value of all property
thereof, with deductibles or self insured retention not exceeding $75,000, and
(ii) endorsed or otherwise amended to include a "standard" or "New York"
lender's loss payable endorsement, in favor of and satisfactory to the
Collateral Agent, which endorsement shall provide that the insurance carrier
shall pay all proceeds otherwise payable to any Loan Party under such policies
directly to the Collateral Agent.  All such policies also shall provide that
none of the Borrower, the Administrative Agent, the Collateral Agent nor any
other party shall be a coinsurer thereunder and shall contain a "Replacement
Cost Endorsement", without any deduction for depreciation, "mortgagee's
interest"/"breach of warranty coverage" and such other provisions as the
Administrative Agent or the Collateral Agent may reasonably require from time to
time to protect the interests of the Lenders.  Each such policy also shall
provide that it shall not be canceled (i) by reason of nonpayment of premium
except upon not less than 10 days' prior written notice thereof by the insurer
to the Administrative Agent and the Collateral Agent (giving the Administrative
Agent and the Collateral Agent the right to cure defaults in the payment of
premiums) or (ii) for any other reason except upon not less than 30 days' prior
written notice thereof by the insurer to the Administrative Agent and the
Collateral Agent.  The Borrower shall deliver to the Administrative Agent and
the Collateral Agent, upon not less than 30 days' prior written notice to the
cancellation, modification or nonrenewal of any such policy of insurance, a copy
of a renewal or replacement policy (or other evidence of renewal of a policy
previously delivered to the Administrative Agent and the Collateral Agent)
together with evidence satisfactory to the Administrative Agent and the
Collateral Agent of payment of the premium therefor.

              (c)    The Borrower shall notify the Administrative Agent and the
Collateral Agent immediately whenever any separate insurance concurrent in form
or contributing in the event of loss with that required to be maintained under
this Section is taken out by any Loan Party, and shall promptly deliver to the
Administrative Agent and the Collateral Agent a duplicate original copy of such
policy or policies.

              Section 5.08. BOOKS AND RECORDS; INSPECTION RIGHTS.  Each of the
Parent and the Borrower will, and will cause each of the Subsidiaries to, keep
proper books of record and account in which full, true and correct entries are
made of all material dealings and transactions in relation to their business and
activities.  Each of the Parent and the Borrower will, and will cause each of
the Subsidiaries to, permit any representatives designated by either Agent or
any Lender, at such Agent's or Lender's expense (unless an Event of Default has
occurred and is continuing, in which case at Borrower's expense) upon reasonable
prior notice, to visit and inspect its properties, to examine and make extracts
from its books and records, and to discuss its affairs, finances and condition
with its officers and independent accountants, all at such reasonable times and
as often as reasonably requested.  Any such inspection shall be subject to the
confidentiality restrictions set forth in Section 9.12.

              Section 5.09. COMPLIANCE WITH LAWS AND AGREEMENTS.  Each of the
Parent and the Borrower will, and will cause each of the Subsidiaries to, comply
with all laws, rules,


                                       48



regulations and orders of any Governmental Authority (including ERISA and all
Environmental Laws) applicable to it or its property and all indentures,
agreements and other instruments binding upon it or its property, except where
the failure to do so, individually or in the aggregate, could not reasonably be
expected to result in a Material Adverse Effect.

              Section 5.10. USE OF PROCEEDS.  The proceeds of the Loans will be
used solely to make payments of the Purchase Price and Permitted Expenses
including up to $200,000 to cover the value of equipment shipped to the Borrower
prior to the date of this Agreement and which will be included under the Supply
Agreement.

              Section 5.11. FURTHER ASSURANCES.  Each of the Parent and the
Borrower will, and will cause each other Loan Party to, execute any and all
further documents, financing statements, agreements and instruments, and take
all such further actions (including the filing and recording of financing
statements, fixture filings and other documents), which may be required under
any applicable law, or which either Agent or the Required Lenders may reasonably
request, to effectuate the transactions contemplated by the Loan Documents or to
grant, preserve, protect or perfect the Liens created or intended to be created
by the Security Documents or the validity or priority of any such Lien, all at
the expense of the Borrower.  The Borrower also agrees to provide to either
Agent, upon request, evidence reasonably satisfactory to such Agent as to the
perfection and priority of the Liens created or intended to be created by the
Security Documents.

              Section 5.12. CASUALTY AND CONDEMNATION.

              (a)    The Borrower will furnish to the Agents and the Lenders
prompt notice of any casualty or other damage to any portion of the Collateral
having a value in excess of $50,000 or the commencement of any action or
proceeding for the taking of any Collateral or any part thereof or interest
therein under power of eminent domain or by condemnation or similar proceeding.

              (b)    If any event described in paragraph (a) of this Section
results in Net Proceeds (whether in the form of insurance proceeds, condemnation
award or otherwise), the Collateral Agent is authorized to collect such Net
Proceeds and, if received by the Parent, the Borrower or any other Subsidiary,
such Net Proceeds shall be paid over to the Collateral Agent.  All such Net
Proceeds retained by or paid over to the Collateral Agent shall be held by the
Collateral Agent and released from time to time to pay the costs of repairing,
restoring or replacing the affected property in accordance with the terms of
this Agreement and the applicable provisions of the Security Documents, subject
to the provisions of the Security Documents regarding application of such Net
Proceeds during a Default.

              (c)    If any Net Proceeds retained by or paid over to the
Collateral Agent as provided above continue to be held by the Collateral Agent
on the date that any prepayment is due pursuant to Section 2.09(b) in respect of
the event resulting in such Net Proceeds, then such Net Proceeds shall be
applied to prepay Borrowings as provided in Section 2.09(b).

              Section 5.13. INTEREST RATE PROTECTION.  If at any time, the
Borrower or any Subsidiary shall agree to enter into or maintain or shall enter
into any Hedging Agreement in order to limit the interest cost risk to the
Borrower and Subsidiaries related to any Indebtedness


                                       49



other than the Loans, the Borrower will from time to time thereafter enter into
and maintain in effect one or more Hedging Agreements with respect to the
Indebtedness represented by the Loans reasonably satisfactory to the Required
Lenders on terms and conditions comparable to such other Hedging Agreement. The
Borrower agrees upon request to consult from time to time with the
Administrative Agent regarding the advisability of entering into Hedging
Agreements.

              Section 5.14. EXECUTION OF PLEDGE AGREEMENT (BORROWER); SUBSIDIARY
GUARANTORS; ADDITIONAL SECURITY DOCUMENTS.  

              (a)    Upon the formation the first Subsidiary to be formed or the
acquisition by the Borrower of a Person that as a result becomes the first
Subsidiary, the Borrower will (i) deliver an executed counterpart of the Pledge
Agreement (Borrower) signed on behalf of the Borrower to the Collateral Agent,
(ii) cause legal counsel to deliver opinions as to the enforceability thereof,
the creation and perfection of Liens thereunder and such other matters as the
Collateral Agent and the Required Lenders reasonably may request, and (iii) take
all other actions as the Collateral Agent or the Required Lenders reasonably may
require in connection therewith.

              (b)    If any Subsidiary of the Borrower is formed or acquired
after the date hereof, the Borrower will notify the Administrative Agent and the
Lenders thereof and will cause such Subsidiary to become a party to the
Guarantee Agreement and the Indemnity and Contribution Agreement promptly, and
in any event within five Business Days, thereafter.  At the time of such
formation or acquisition, the Borrower (i) will cause such Subsidiary to enter
into a pledge agreement, security agreement or other additional Security
Documents in favor of the Collateral Agent, in form and substance satisfactory
to the Required Lenders, to obtain all necessary consents and to take all other
actions necessary or appropriate to create and perfect Liens upon the assets of
such Subsidiary, (ii) will cause legal counsel to deliver opinions as to the
enforceability of such Security Documents, the creation and perfection of Liens
thereunder and such other matters as the Collateral Agent and the Required
Lenders reasonably may request, (iii) cause any Persons other than the Borrower
that owns or will acquire any equity interest in such Subsidiary to enter into a
pledge agreement in favor of the Collateral Agent, in form and substance
satisfactory to the Required Lenders, to obtain all necessary consents and to
take all other actions necessary or appropriate to create and perfect Liens upon
such equity interest, and (iv) will take, or cause such Person and its officers,
to take such other actions as the Collateral Agent or the Required Lenders
reasonably may require in connection therewith.

                                   ARTICLE VI
                                          
                               NEGATIVE COVENANTS

              Until the Commitments have expired or terminated and the principal
of and interest on each Loan and all fees payable hereunder have been paid in
full, each of the Parent and the Borrower covenants and agrees with the Lenders
that:


                                       50



              Section 6.01. Indebtedness.  The Borrower and until the Partial
Termination Date, the Parent will not, and neither the Parent nor the Borrower
will permit any Subsidiary to, create, incur, assume or permit to exist any
Indebtedness, except:

              (i)    Indebtedness created under the Loan Documents;

              (ii)   subject to Section 6.04, Indebtedness of the Borrower to
       any Subsidiary, and of any Subsidiary to the Borrower or any other
       Subsidiary;

              (iii)  Indebtedness outstanding on the date hereof and set forth
       on Schedule 6.01;

              (iv)   Indebtedness of the Borrower or any Subsidiary incurred
       after the date of this Agreement to finance the acquisition of any
       equipment, inventory or general intangibles, or the acquisition,
       improvement or construction of any real property, by Borrower or such
       Subsidiary (other than assets constituting Collateral or other assets the
       removal or loss of which would adversely affect the value of any assets
       constituting Collateral), including Capital Lease Obligations and any
       Indebtedness assumed in connection with the acquisition of any such
       assets or secured by a Lien on any such assets prior to the acquisition
       thereof; PROVIDED that (A) any Indebtedness described in this clause (iv)
       incurred in connection with any particular acquisition, improvement or
       construction shall be incurred prior to or within 90 days after the
       acquisition or the completion of such improvement or construction, as the
       case may be, (B) any Indebtedness described in this clause (iv) incurred
       in connection with any particular acquisition, improvement or
       construction shall not exceed the cost of such acquisition, improvement
       or construction and (C) the aggregate amount of all Indebtedness
       described in this clause (iv) and Indebtedness set forth on Schedule 6.01
       shall not any time exceed the lesser of (I) $[  *  ] and (II) the
       [  *  ];

              (v)    Indebtedness of the Borrower incurred to refinance any
       Indebtedness referred to in clause (iii) or (iv) above, Indebtedness of
       any Subsidiary incurred to refinance any Indebtedness of such Subsidiary
       referred to in clause (iii) or (iv) above, and until the Partial
       Termination Date, Indebtedness of the Parent incurred to refinance any
       Indebtedness referred to in clause (viii) below; PROVIDED that (A) the
       principal amount of any Indebtedness described in this clause (v) shall
       not exceed the principal amount of, plus accrued interest and any
       prepayment premiums applicable to, the Indebtedness refinanced thereby,
       (B) any Indebtedness described in this clause (v) shall have a scheduled
       maturity date that is on or after the scheduled maturity date of the
       Indebtedness refinanced thereby, (C) any Indebtedness described in this
       clause (v) shall have a weighted average life to maturity that is equal
       to or longer than the remaining weighted average life to maturity of the
       Indebtedness refinanced thereby (determined immediately prior to giving
       effect to such refinancing), (D) any Indebtedness described in this
       clause (v) shall not include any provisions that may require mandatory
       Repayment thereof prior to scheduled maturity, other than scheduled
       repayments taken into account in determining compliance with clause (C)
       above and other provisions that are not materially more burdensome than
       any such provisions included in the Indebtedness refinanced thereby,


                                    * INDICATES CONFIDENTIAL TREATMENT REQUESTED

                                       51



       and (D) any Indebtedness described in this clause (v) shall not be
       secured by any Lien other than Liens on assets securing the Indebtedness
       being refinanced thereby and shall not be Guaranteed by any Subsidiary
       other than any Subsidiary that Guaranteed the Indebtedness being
       refinanced;

              (vi)   Subordinated Indebtedness;

              (vii)  until the Partial Termination Date, Indebtedness of the
       Parent subordinated in right of payment to the payment of the Obligations
       upon terms and conditions satisfactory to the Required Lenders; and

              (viii) until the Partial Termination Date, Indebtedness of the
       Parent incurred after the date of this Agreement to finance the
       acquisition of any equipment, inventory or general intangibles, or the
       acquisition, improvement or construction of any real property, by Parent
       (other than assets constituting Collateral or other assets the removal or
       loss of which would adversely affect the value of any assets constituting
       Collateral), including Capital Lease Obligations and any Indebtedness
       assumed in connection with the acquisition of any such assets or secured
       by a Lien on any such assets prior to the acquisition thereof; PROVIDED
       that (A) any Indebtedness described in this clause (viii) incurred in
       connection with any particular acquisition, improvement or construction
       shall be incurred prior to or within 90 days after the acquisition or the
       completion of such improvement or construction, as the case may be, (B)
       any Indebtedness described in this clause (viii) incurred in connection
       with any particular acquisition, improvement or construction shall not
       exceed the cost of such acquisition, improvement or construction and (C)
       the aggregate amount of all Indebtedness described in this clause (viii)
       shall not any time exceed $[  *  ].

              Section 6.02. LIENS.  The Borrower and until the Partial
Termination Date, the Parent will not, and neither the Parent nor the Borrower
will permit any Subsidiary to, create, incur, assume or permit to exist any Lien
on any property or asset now owned or hereafter acquired by it, or assign or
sell any income or revenues (including accounts receivable) or rights in respect
of any thereof, except:

              (i)    Liens created under the Security Documents;

              (ii)   Permitted Encumbrances;

              (iii)  any Lien on any property or asset of the Parent, the
       Borrower or any Subsidiary existing on the date hereof and set forth in
       Schedule 6.02; PROVIDED that (A) such Lien shall not apply to any other
       property or asset of the Parent, the Borrower or any Subsidiary and (B)
       such Lien shall secure only those obligations which it secures on the
       date hereof; and

              (iv)   Liens on equipment, inventory, general intangibles or real
       property (other than assets constituting Collateral or other assets that
       become accessions to assets constituting Collateral or the removal or
       loss of which would adversely affect the value of any assets constituting
       Collateral) acquired, constructed or improved by the Parent, the Borrower
       or a Subsidiary; provided that (A) such Liens secure only Indebtedness


                                    * INDICATES CONFIDENTIAL TREATMENT REQUESTED

                                       52



       permitted by clause (iv) (or until the Partial Termination Date, clause
       (viii)) of Section 6.01 or a refinancing thereof permitted by clause (v)
       of Section 6.01, (B) such Liens and the Indebtedness secured thereby are
       incurred prior to or within 90 days after such acquisition, construction
       or improvement of such equipment, inventory, general intangibles or real
       property, (C) the Indebtedness secured thereby does not exceed 100% of
       the cost of acquiring such equipment, inventory or general intangibles or
       acquiring, constructing or improving such real property and (D) such
       Liens shall not apply to any other property or assets of the Borrower or
       any Subsidiary (or until the Partial Termination Date, the Parent).

Notwithstanding the foregoing, the Borrower will not, and it will not permit any
Subsidiary to, create, incur, assume or permit to exist any Lien on any
Collateral consisting of equipment acquired under the Supply Agreement except
(i) Liens created under the Security Documents and (ii) Liens described in the
definition of clauses (a) and (b) of Permitted Encumbrances.

              Section 6.03. FUNDAMENTAL CHANGES.

              (a)    Neither the Parent nor the Borrower will, and neither of
them will permit any Subsidiary to, merge into or consolidate with any other
Person, or permit any other Person to merge into or consolidate with it, or
sell, transfer, lease or otherwise dispose of (in one transaction or in a series
of transactions) all or substantially all of its assets, or all or substantially
all of the stock of any of its Subsidiaries (in each case, whether now owned or
hereafter acquired), or liquidate or dissolve, except that, if at the time
thereof and immediately after giving effect thereto no Default shall have
occurred and be continuing (i) the Parent may merge with or into any other
Person so long as the Parent is the surviving entity, (ii) the Borrower may
merge with or into any other Person so long as the Borrower is the surviving
entity and remains a wholly owned subsidiary of the Parent, (iii) any Subsidiary
may merge with or into any other wholly owned Subsidiary in a transaction in
which the surviving entity is a Subsidiary and any Subsidiary may merge with or
into Borrower in a transaction in which the Borrower is the surviving entity,
(iv) any Subsidiary may sell, transfer, lease or otherwise dispose of its assets
to the Borrower or to another Subsidiary and (v) any Subsidiary may liquidate or
dissolve if the Borrower determines in good faith that such liquidation or
dissolution is in its best interests and is not disadvantageous to the Lenders.

              (b)    Neither the Parent nor the Borrower will, and neither of
them will permit any Subsidiary to, and the Parent will not permit any of its
other subsidiaries, to engage to any material extent in any business other than
a Qualifying Business and any businesses incidental, related or ancillary to, or
which are entered into as a means of facilitating or enhancing, any of the
foregoing.

              Section 6.04. INVESTMENTS, LOANS, ADVANCES, GUARANTEES AND
ACQUISITIONS; ASSET SALES.

              (a)    The Borrower will not, and neither the Parent nor the
Borrower will permit any Subsidiary to, purchase, hold or acquire (including
pursuant to any merger with any Person that was not a wholly owned Subsidiary
prior to such merger) any capital stock, evidences of indebtedness or other
securities (including any option, warrant or other right to


                                       53



acquire any of the foregoing) of, make or permit to exist any loans or advances
to, Guarantee any obligations of, or make or permit to exist any investment or
any other interest in, any other Person, or purchase or otherwise acquire (in
one transaction or a series of transactions) any assets of any other Person
constituting a business unit, except:

              (i)    Permitted Investments;

              (ii)   investments by the Borrower in the capital stock of the
       Subsidiaries and investments by any Subsidiary in the capital stock of
       other Subsidiaries;

              (iii)  loans or advances made by the Borrower to any Subsidiary or
       made by any Subsidiary to the Borrower or any other Subsidiary; PROVIDED
       that any such Indebtedness shall be subordinated to the Obligations of
       the Borrower or the Subsidiary, as applicable, pursuant to a written
       subordination agreement in form and substance satisfactory to the
       Required Lenders;

              (iv)   investments received in connection with the bankruptcy or
       reorganization of, or settlement of delinquent accounts and disputes
       with, customers and suppliers, in each case in the ordinary course of
       business;

              (v)    (A) payroll, travel and similar advances made in the
       ordinary course of business that are expected at the time such advances
       are made ultimately to be treated as expenses in accordance with GAAP and
       (B) other loans and advances by the Borrower or any Subsidiary to their
       respective directors, officers or employees in an aggregate principal
       amount not exceeding $400,000 at any one time outstanding;

              (vi)   investments existing on the date hereof and set forth on
       Schedule 6.04; and

              (vii)  Guarantees pursuant to the Loan Documents. 

              (b)    The Borrower will not, and neither the Parent nor the
Borrower will permit any Subsidiary to, sell, transfer, lease or otherwise
dispose of any asset, including any capital stock of or ownership interest in
any other Person owned by it, and the Borrower will not permit any Subsidiary to
issue (other than to the Borrower or a wholly owned Subsidiary) any additional
shares of its capital stock or other ownership interest in such Subsidiary,
except:

              (i)    transfers constituting investments permitted by paragraph
       (a) of this Section or Restricted Payments permitted by Section 6.06;

              (ii)   sales, transfers and dispositions to the Borrower or a
       Subsidiary;

              (iii)  sales, transfers and dispositions of obsolete, uneconomic
       or surplus assets made when no Default has occurred and is continuing; 

              (iv)   dispositions of inventory (other than equipment) in the
       ordinary course of business; and


                                       54



              (v)    non-exclusive licenses of software to customers of the
       Borrower or any Subsidiary in the ordinary course of business. 

PROVIDED that all sales, transfers, leases and other dispositions permitted
hereby (other than pursuant to clause (iii) above) shall be made for fair value
and solely for cash consideration.

              (c)    Until the Partial Termination Date, the Parent will not
purchase, hold or acquire (including pursuant to any merger with any Person that
was not a wholly owned subsidiary prior to such merger) any capital stock,
evidences of indebtedness or other securities (including any option, warrant or
other right to acquire any of the foregoing) of, make or permit to exist any
loans or advances to, Guarantee any obligations of, or make or permit to exist
any investment or any other interest in, any other Person, or purchase or
otherwise acquire (in one transaction or a series of transactions) any assets of
any other Person constituting a business unit, except:

              (i)    Permitted Investments;

              (ii)   investments in the capital stock of the Borrower or the
       Subsidiaries;

              (iii)  loans or advances made to the Borrower or any Subsidiary; 

              (iv)   investments in the capital stock of or other equity
       interests in, and loans and advances to, any Person (other than the
       Borrower and the Subsidiaries) provided that the aggregate amount of such
       investments, loans and advances made shall not exceed the amount of the
       aggregate net cash proceeds of the issuance and sale after the date
       hereof by the Parent of any of its capital stock or any Indebtedness
       incurred pursuant to Section 6.01(vii).

              (v)    investments received in connection with the bankruptcy or
       reorganization of, or settlement of delinquent accounts and disputes
       with, customers and suppliers, in each case in the ordinary course of
       business; 

              (vi)   (A) payroll, travel and similar advances made in the
       ordinary course of business that are expected at the time such advances
       are made ultimately to be treated as expenses in accordance with GAAP and
       (B) other loans and advances by the Parent to its directors, officers or
       employees, PROVIDED that the aggregate principal amount of loans and
       advances of the type described under this clause (vi) and Section
       6.04(a)(v) at any one time outstanding shall not exceed $400,000;

              (vii)  Guarantees by the Parent of the obligations (other than
       Indebtedness) of any subsidiary of the Parent required by any
       Governmental Authority in connection with the application by such
       subsidiary for certification as a competitive local exchange carrier; and

              (viii) Guarantees by the Parent pursuant to the Loan Documents. 


                                       55



              (d)    Until the Partial Termination Date, the Parent will not
sell, transfer, lease or otherwise dispose of any asset, including any capital
stock of or ownership interest in any other Person owned by it, except:

              (i)    transfers constituting investments permitted by paragraph
       (c) of this Section;

              (ii)   sales, transfers and dispositions to the Borrower or a
       Subsidiary;

              (iii)  sales, transfers and dispositions of obsolete, uneconomic
       or surplus assets made when no Default has occurred and is continuing;

              (iv)   dispositions of inventory (other than equipment) in the
       ordinary course of business; and

              (v)    non-exclusive licenses of software to customers of the
       Parent in the ordinary course of business; 

PROVIDED that all sales, transfers, leases and other dispositions permitted
pursuant to clauses (i) and (iv) above shall be made for fair value and solely
for cash consideration and all sales, transfers, leases and other dispositions
permitted pursuant to clause (ii) shall be made solely for capital stock or
Indebtedness of the Borrower.

              (e)    The Parent will not sell, transfer, lease or otherwise
dispose of any capital stock, ownership interest or other investment in the
Borrower owned by it, or permit the Borrower to issue any capital stock to any
Person other than the Parent. 

              Section 6.05. HEDGING AGREEMENTS.  The Borrower will not, and
neither the Parent nor the Borrower will permit any Subsidiary to, enter into
any Hedging Agreement, other than Hedging Agreements required by Section 5.13
and other Hedging Agreements entered into in the ordinary course of business to
hedge or mitigate risks to which the Borrower or any Subsidiary is exposed in
the conduct of its business or the management of its liabilities.

              Section 6.06. RESTRICTED PAYMENTS.  The Borrower will not, and
neither the Parent nor the Borrower will permit any Subsidiary to, declare or
make, or agree to pay or make, directly or indirectly, any Restricted Payment,
except (i) the Borrower may make Restricted Payments to the Parent (x) in
additional shares of its common stock or Permitted Preferred Stock (including
options, warrants and other rights to purchase shares of such common stock or
Permitted Preferred Stock), and (y) in cash in an amount not exceeding any
amount that shall be then due and payable by the Borrower in respect of any
Subordinated Indebtedness, provided that any such Restricted Payment may be made
only to the extent that such amount then due and payable may be paid by the
Borrower in compliance with the subordination agreement applicable to the
payment of such Subordinated Indebtedness, and (ii) Subsidiaries may make
Restricted Payments to the Borrower or other wholly owned Subsidiaries.  Until
the Partial Termination Date, the Parent will not declare or make, or agree to
pay or make, directly or indirectly, any Restricted Payment.


                                       56



              Section 6.07. TRANSACTIONS WITH AFFILIATES.  The Borrower will
not, and neither the Parent nor the Borrower will permit any Subsidiary to,
sell, lease or otherwise transfer any property or assets to, or purchase, lease
or otherwise acquire any property or assets from, or otherwise engage in any
other transactions with, any of its Affiliates, except (a) transactions that are
at prices and on terms and conditions not less favorable to the Borrower or such
Subsidiary than could be obtained on an arm's-length basis from unrelated third
parties, (b) transactions between or among the Borrower and the Subsidiaries not
involving any other Affiliate; and (c) pursuant to the Administrative 
Agreement.

              Section 6.08. RESTRICTIVE AGREEMENTS.  The Borrower will not, and
neither the Parent nor the Borrower will permit any Subsidiary to, directly or
indirectly, enter into, incur or permit to exist any agreement or other
arrangement that prohibits, restricts or imposes any condition upon the ability
of any Subsidiary to pay dividends or other distributions with respect to any
shares of its capital stock or to make or repay loans or advances to the
Borrower or to Guarantee Indebtedness of the Borrower; PROVIDED that (a) the
foregoing shall not apply to restrictions and conditions imposed by law or by
any Loan Document and (b) the foregoing shall not apply to restrictions and
conditions existing on the date hereof identified on Schedule 6.08 (but shall
apply to any extension or renewal of, or any amendment or modification expanding
the scope of, any such restriction or condition).

              Section 6.09. REPAYMENT OF INDEBTEDNESS.  The Borrower will not
make any Repayment in respect of any Subordinated Indebtedness in violation of
the subordination agreement applicable to the payment of such Subordinated
Indebtedness.

              Section 6.10. LIMITATION ON SALE-LEASEBACK TRANSACTIONS.  The
Borrower will not, and neither the Parent nor the Borrower will permit any
Subsidiary to, enter into any arrangement, directly or indirectly, whereby it
shall sell or transfer any property, real or personal, used or useful in its
business, whether now owned or hereafter acquired, and thereafter rent or lease
such property or other property that it intends to use for substantially the
same purpose or purposes as the property sold or transferred, except for any
such sale of any fixed or capital asset that is made for cash consideration in
an amount not less than the cost of such fixed or capital asset and is
consummated within 90 days after the Borrower or such Subsidiary acquires or
completes the construction of such fixed or capital asset.

              Section 6.11. SENIOR INDEBTEDNESS TO TOTAL CAPITALIZATION. 
Neither the Parent nor the Borrower will permit the ratio of Senior Indebtedness
to Total Capitalization at any time during any period set forth below to be
greater than the ratio set forth below opposite such period:

              Period                                         Ratio
              ------                                         -----

              On or after the Effective Date, but prior to   [  *  ]
              March 31, 2001    

              On or after March 31, 2001, but prior to       [  *  ]


                                    * INDICATES CONFIDENTIAL TREATMENT REQUESTED

                                       57



              Period                                         Ratio
              ------                                         -----
              June 30, 2003         

              On or after June 30, 2003, but prior to        [  *  ]
              December 31, 2003

              On or after December 31, 2003, but prior       [  *  ]
              to March 31, 2004

              On or after March 31, 2004, but prior          [  *  ]
              to June 30, 2004

              On or after June 30, 2004, but prior           [  *  ]
              to March 30, 2005

              On or after March 30, 2005                     [  *  ]


              Section 6.12. CONSOLIDATED INDEBTEDNESS TO TOTAL CAPITALIZATION. 
Neither the Parent nor the Borrower will permit the ratio of Consolidated
Indebtedness to Total Capitalization at any time during any period set forth
below to be greater than the ratio set forth below opposite such period:


              Period                                         Ratio
              ------                                         -----

              On or after the Effective Date, but prior     [  *  ]
              to March 31, 2000     

              On or after March 31, 2000, but prior         [  *  ]
              to March 31, 2001

              On or after March 31, 2001, but prior         [  *  ]
              to June 30, 2003

              On or after June 30, 2003                     [  *  ]

              Section 6.13. CONSOLIDATED INDEBTEDNESS TO ANNUALIZED EBITDA. 
Neither the Parent nor the Borrower will permit the ratio of (a) Consolidated
Indebtedness to (b) Annualized EBITDA at any time during any period set forth
below to be greater than the ratio set forth below opposite such period:


              Period                                         Ratio
              ------                                         -----

              On or after September 30, 2001, but prior      [  *  ]


                                    * INDICATES CONFIDENTIAL TREATMENT REQUESTED

                                       58



              Period                                         Ratio
              ------                                         -----
 
              to December 31, 2001

              On or after December 31, 2001, but prior       [  *  ]
              to September 30, 2002

              On or after September 30, 2002, but prior      [  *  ]
              to December 31, 2002

              On or after December 31, 2002                  [  *  ]


              Section 6.14. SENIOR INDEBTEDNESS TO ANNUALIZED EBITDA.  Neither
the Parent nor Borrower will permit the ratio of (a) Senior Indebtedness to (b)
Annualized EBITDA at any time during any period set forth below to be greater
than the ratio set forth below opposite such period:

              Period                                         Ratio
              ------                                         -----

              On or after June 30, 2001, but prior to        [  *  ]
              September 30, 2001

              On or after September 30, 2001, but prior      [  *  ]
              to December 31, 2001

              On or after December 31, 2001, but prior       [  *  ]
              to September 30, 2002

              On or after September 30, 2002, but prior      [  *  ]
              to December 31, 2002

              On or after December 31, 2002, but prior       [  *  ]
              to June 30, 2003
 
              On or after June 30, 2003                      [  *  ]


              Section 6.15. ANNUALIZED EBITDA TO CONSOLIDATED INTEREST EXPENSE. 
Neither the Parent nor the Borrower will permit the ratio of (a) Annualized
EBITDA to (b) Consolidated Interest Expense for the period of four fiscal
quarters then most recently ended at any time during any period set forth below
to be less than the ratio set forth below opposite such period:

              Period                                         Ratio
              ------                                         -----

              On or after June 30, 2001, but prior to        [  *  ]


                                    * INDICATES CONFIDENTIAL TREATMENT REQUESTED

                                       59



              Period                                         Ratio
              ------                                         -----

              September 30, 2001

              On or after September 30, 2001, but prior      [  *  ]
              to December 31, 2001

              On or after December 31, 2001, but prior       [  *  ]
              to September 30, 2002   

              On or after September 30, 2002, but prior      [  *  ]
              to June 30, 2004

              On or after June 30, 2004                      [  *  ]


              Section 6.16. ANNUALIZED EBITDA TO CONSOLIDATED DEBT SERVICE. 
Neither the Parent nor the Borrower will permit the ratio of (a) Annualized
EBITDA to (b) Consolidated Debt Service for the period of four fiscal quarters
then most recently ended at any time during any period set forth below to be
less than the ratio set forth below opposite such period:

              Period                                         Ratio
              ------                                         -----

              On or after June 30, 2001, but prior to        [  *  ]
              September 30, 2001

              On or after September 30, 2001, but prior      [  *  ]
              to December 31, 2001

              On or after December 31, 2001                  [  *  ]

              Section 6.17. CONSOLIDATED GROSS REVENUES.  Neither the Parent nor
the Borrower will permit Consolidated Gross Revenues for any 12-calendar month
period ended on any date set forth below to be less than the amount set forth
below opposite such date:

               December 31, 1999                            [  *  ]
 
               March 31, 2000                               [  *  ]
 
               June 30, 2000                                [  *  ]

               September 30, 2000                           [  *  ]

               December 31, 2000                            [  *  ]


                                    * INDICATES CONFIDENTIAL TREATMENT REQUESTED

                                       60



               March 31, 2001                               [  *  ]

               June 30, 2001                                [  *  ]

               September 30, 2001                           [  *  ]

               December 31, 2001                            [  *  ]

               March 31, 2002                               [  *  ]

               June 30, 2002                                [  *  ]

               September 30, 2002                           [  *  ]

               December 31, 2002                            [  *  ]


              Section 6.18. MINIMUM SUBSCRIBERS.  Neither the Parent nor the
Borrower will permit the minimum number of Subscribers as of any date set forth
below to be less than the number set forth opposite such date:


              Date                                               Number
              ----                                               ------
              September 30, 1999                                 [  *  ]
 
              December 31, 1999                                  [  *  ]
 
              March 31, 2000                                     [  *  ]

              June 30, 2000                                      [  *  ]

              September 30, 2000                                 [  *  ]

              December 31, 2000                                  [  *  ]

              March 31, 2001                                     [  *  ]

              June 30, 2001                                      [  *  ]

              September 30, 2001                                 [  *  ]

              December 31, 2001                                  [  *  ]

              March 31, 2002                                     [  *  ]

              June 30, 2002                                      [  *  ]

              September 30, 2002                                 [  *  ]


                                    * INDICATES CONFIDENTIAL TREATMENT REQUESTED

                                       61



              December 31, 2002                                  [  *  ]

              Section 6.19. CONSOLIDATED PARENT INDEBTEDNESS TO TOTAL PARENT
CAPITALIZATION.  The Parent will not permit the ratio (a) of Consolidated Parent
Indebtedness to (b) Total Parent Capitalization at any time during any period
set forth below to be greater than the ratio set forth below opposite such
period:

              Period                                          Ratio
              ------                                          -----

              On or after the Effective Date, but 
              prior to March 31, 2000                          [  *  ]

              On or after March 31, 2000, but 
              prior to June 30, 2001                           [  *  ]

              On or after June 30, 2001, but 
              prior to June 30, 2003                           [  *  ]

              On or after June 30, 2003                        [  *  ]


              Section 6.20.  CONSOLIDATED PARENT INDEBTEDNESS TO ANNUALIZED 
PARENT EBITDA.  The Parent will not permit the ratio of (a) Consolidated 
Parent Indebtedness to (b) Annualized Parent EBITDA at any time during any 
period set forth below to exceed the ratio set forth below opposite such 
period:

               Period                                         Ratio
               ------                                         -----

               On or after September 30, 2001, but 
               prior to June 30, 2002                         [  *  ]

               On or after June 30, 2002, but 
               prior to June 30, 2003                         [  *  ]

               On or after June 30, 2003                      [  *  ]

               Section 6.21. USE OF COLLATERAL.  

              (a)    Except as otherwise provided in clause (b) of this Section
6.21, neither the Parent nor the Borrower will permit, and neither of them will
permit any Subsidiary to permit, any tangible asset constituting Collateral to
be located (i) outside a Permitted UCC Jurisdiction, (ii) outside the possession
of the Borrower or a Subsidiary or (iii) on any property not (A) owned by the
Borrower or a Subsidiary or (B) leased by the Borrower or a Subsidiary (or
subject to an 


                                    * INDICATES CONFIDENTIAL TREATMENT REQUESTED

                                       62



interconnection agreement granting rights to the Borrower or Subsidiary
substantially similar to a lease) from a Person that has not delivered a
Landlord Letter to the Agents.

              (b)    The Parent or the Borrower may permit, and either of them
may permit any Subsidiary to permit, (i) Collateral other than Lucent Product to
be in the possession of or located on property owned or leased by the Parent (or
subject to an interconnection agreement granting rights to the Parent
substantially similar to a lease) until the Partial Termination Date; (ii)
Borrower-Related Collateral to be in the possession of the Parent and located on
property owned or leased by the Parent; and (iii) Collateral other than Lucent
Product to be located at the principal office of the Parent and the Borrower
without the delivery by the lessor of such property of a Landlord Letter to the
Agents.

              (c)    This Section 6.21 shall not be construed to prohibit (i)
the return of any asset constituting Collateral to the vendor thereof for
repairs, services, modifications or other similar purposes or (ii) the storage
of any asset constituting Collateral in any warehouse or similar facility.

              (d)    Neither the Parent nor the Borrower will permit any asset
constituting Collateral to be located outside a Permitted UCC Jurisdiction
unless (i) the Parent or the Borrower shall have notified the Lenders thereof
reasonably in advance of any such assets being transferred outside the Permitted
UCC Jurisdiction and (ii) the Required Lenders shall be reasonably satisfied
that (A) the laws of the jurisdiction in which such assets are to be located
adequately protect the interests of the Lenders in such Collateral, (B) the
security interests in such Collateral granted under the Security Documents will
continue to be adequately protected and perfected, (C) there are not any
material risks relating to the political or economic stability of the
jurisdiction in which such Collateral is to be located or the Person that will
possess such Collateral in such jurisdiction, and (D) the location of such
Collateral in such jurisdiction is not otherwise materially disadvantageous to
the Lenders.  The Borrower shall deliver to the Lenders, with a copy to the
Agents, such legal opinions and other documentation as either Agent or the
Required Lenders shall reasonably request in connection with their consideration
or approval of any proposed transfer of Collateral outside a Permitted UCC
Jurisdiction.

                                  ARTICLE VII

                               EVENTS OF DEFAULT

              If any of the following events ("EVENTS OF DEFAULT") shall occur:

              (a)    the Borrower shall fail to pay any principal of any Loan
when and as the same shall become due and payable, whether at the due date
thereof or at a date fixed for prepayment thereof or otherwise;

              (b)    the Borrower shall fail to pay any interest on any Loan or
any fee or any other amount (other than an amount referred to in clause (a) of
this Article) payable under this Agreement, when and as the same shall become
due and payable, and such failure shall continue unremedied for a period of five
days (in the case of interest or fees) or five days after notice thereof from
the Administrative Agent or any Lender (in the case of any such other amount);


                                       63



              (c)    any representation or warranty made or deemed made by or on
behalf of any Loan Party in or in connection with any Loan Document or any
amendment or modification thereof or waiver thereunder, or in any report,
certificate, financial statement or other document furnished pursuant to or in
connection with any Loan Document or any amendment or modification thereof or
waiver thereunder, shall prove to have been incorrect in any respect (or, in the
case of any representation or warranty that is not qualified as to materiality,
in any material respect) when made or deemed made;

              (d)    the Parent or the Borrower shall fail to observe or perform
any covenant, condition or agreement contained in Section 5.02(a)(i), 5.04 (with
respect to the legal existence of the Parent or the Borrower and subject to the
proviso contained therein) or 5.10 or in Article VI;

              (e)    any Loan Party shall fail to observe or perform any
covenant, condition or agreement contained in any Loan Document (other than
those specified in clause (a), (b) or (d) of this Article), and such failure
shall continue unremedied for a period of 30 days after notice thereof from the
Administrative Agent to the Borrower (which notice will be given at the request
of any Lender);

              (f)    any Loan Party shall fail to make any payment (whether of
principal or interest and regardless of amount) in respect of any Material
Indebtedness, when and as the same shall become due and payable (after giving
effect to any period of grace expressly applicable thereto);

              (g)    any event or condition occurs that results in any Material
Indebtedness becoming due prior to its scheduled maturity or that enables or
permits (after giving effect to any period of grace expressly applicable
thereto) the holder or holders of any Material Indebtedness or any trustee or
agent on its or their behalf to cause any Material Indebtedness to become due,
or to require the prepayment, repurchase, redemption or defeasance thereof,
prior to its scheduled maturity; PROVIDED that this clause (g) shall not apply
to secured Indebtedness that becomes due as a result of the voluntary sale or
transfer of the property or assets securing such Indebtedness;

              (h)    an involuntary proceeding shall be commenced or an
involuntary petition shall be filed seeking (i) liquidation, reorganization or
other relief in respect of the Parent, the Borrower or any Subsidiary or its
debts, or of a substantial part of its assets, under any Federal, state or
foreign bankruptcy, insolvency, receivership or similar law now or hereafter in
effect or (ii) the appointment of a receiver, trustee, custodian, sequestrator,
conservator or similar official for the Parent, the Borrower or any Subsidiary
or for a substantial part of its assets, and, in any such case, such proceeding
or petition shall continue undismissed for 60 days or an order or decree
approving or ordering any of the foregoing shall be entered;

              (i)    the Parent, the Borrower or any Subsidiary shall (i)
voluntarily commence any proceeding or file any petition seeking liquidation,
reorganization or other relief under any Federal, state or foreign bankruptcy,
insolvency, receivership or similar law now or hereafter in effect, (ii) consent
to the institution of, or fail to contest in a timely and appropriate manner,
any proceeding or petition described in clause (h) of this Article, (iii) apply
for or consent to the appointment of a receiver, trustee, custodian,
sequestrator, conservator or similar official for the


                                       64



Parent, the Borrower or any Subsidiary or for a substantial part of its assets,
(iv) file an answer admitting the material allegations of a petition filed
against it in any such proceeding, (v) make a general assignment for the benefit
of creditors or (vi) take any action for the purpose of effecting any of the
foregoing;

              (j)    the Parent, the Borrower or any Subsidiary shall become
unable, admit in writing its inability or fail generally to pay its debts as
they become due;

              (k)    one or more judgments for the payment of money in an
aggregate amount in excess of $500,000 shall be rendered against the Parent, the
Borrower or any Subsidiary or any combination thereof and the same shall remain
undischarged for a period of 30 consecutive days during which execution shall
not be effectively stayed, or any action shall be legally taken by a judgment
creditor to attach or levy upon any assets of the Parent, the Borrower or any
Subsidiary to enforce any such judgment;

              (l)    any Lien on any material portion of the Collateral
purported to be created under the Security Documents shall cease to be, or shall
be asserted by the Parent, the Borrower or any Subsidiary not to be, a valid and
perfected Lien on any Collateral, with the priority required by the Security
Documents, except as a result of the sale or other disposition of the applicable
Collateral in a transaction permitted under the Loan Documents;

              (m)    a Change in Control shall occur;

              (n)    the loss, revocation, suspension or material impairment of
any license or agreement (or combination of licenses and agreements) of (i) the
Parent or (ii) the Borrower and the Subsidiaries shall occur that results in or
could reasonably be expected to result in a Material Adverse Effect; or

              (o)    an ERISA Event shall have occurred that when taken together
with all other ERISA Events that have occurred, could reasonably be expected to
result in a Material Adverse Effect; then, and in every such event (other than
an event with respect to the Borrower described in clause (h) or (i) of this
Article), and at any time thereafter during the continuance of such event, the
Administrative Agent may, and at the request of the Required Lenders shall, by
notice to the Borrower, take either or both of the following actions, at the
same or different times:  (i) terminate the Commitments, and thereupon the
Commitments shall terminate immediately, and (ii) declare the Loans then
outstanding to be due and payable in whole (or in part, in which case any
principal not so declared to be due and payable may thereafter be declared to be
due and payable), and thereupon the principal of the Loans so declared to be due
and payable, together with accrued interest thereon and all fees and other
obligations of the Borrower accrued hereunder, shall become due and payable
immediately, without presentment, demand, protest or other notice of any kind,
all of which are hereby waived by the Borrower; and in case of any event with
respect to the Borrower described in clause (h) or (i) of this Article, the
Commitments shall automatically terminate and the principal of the Loans then
outstanding, together with accrued interest thereon and all fees and other
obligations of the Borrower accrued hereunder, shall automatically become due
and payable, without presentment, demand, protest or other notice of any kind,
all of which are hereby waived by the Borrower.


                                       65



                                  ARTICLE VIII

                                   THE AGENTS

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

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

              Neither Agent shall have any duties or obligations except those
expressly set forth in the Loan Documents.  Without limiting the generality of
the foregoing, (a) neither Agent shall be subject to any fiduciary or other
implied duties, regardless of whether a Default has occurred and is continuing,
(b) neither Agent shall have any duty to take any discretionary action or
exercise any discretionary powers, except discretionary rights and powers
expressly contemplated by the Loan Documents that such Agent is required to
exercise in writing by the Required Lenders (or such other number or percentage
of the Lenders as shall be necessary under the circumstances as provided in
Section 9.02), and (c) except as expressly set forth in the Loan Documents,
neither Agent shall have any duty to disclose, and shall not be liable for the
failure to disclose, any information relating to the Parent or any of its
Subsidiaries that is communicated to or obtained by the Person serving as Agent
or any of its Affiliates in any capacity.  Neither Agent shall be liable for any
action taken or not taken by it with the consent or at the request of the
Required Lenders (or such other number or percentage of the Lenders as shall be
necessary under the circumstances as provided in Section 9.02) or in the absence
of its own gross negligence or willful misconduct.  Each Agent shall be deemed
not to have knowledge of any Default unless and until written notice thereof is
given to such Agent by a Loan Party or a Lender, and neither Agent shall be
responsible for or have any duty to ascertain or inquire into (i) any statement,
warranty or representation made in or in connection with any Loan Document, (ii)
the contents of any certificate, report or other document delivered thereunder
or in connection therewith, (iii) the performance or observance of any of the
covenants, agreements or other terms or conditions set forth in any Loan
Document, (iv) the validity, enforceability, effectiveness or genuineness of any
Loan Document or any other agreement instrument or document, or (v) the
satisfaction of any condition set forth in Article IV or elsewhere in any Loan
Document, other than to confirm receipt of items expressly required to be
delivered to such Agent.

              Each Agent shall be entitled to rely upon, and shall not incur any
liability for relying upon, any notice, request, certificate, consent,
statement, instrument, document or other writing believed by it to be genuine
and to have been signed or sent by the proper Person.  Each Agent also may rely
upon any statement made to it orally or by telephone and believed by it to be
made by the proper Person, and shall not incur any liability for relying
thereon.  Each Agent may consult with legal counsel (who may be counsel for the
Parent or the Borrower), independent accountants and other experts selected by
it, and shall not be liable for any action 


                                       66



taken or not taken by it in accordance with the advice of any such counsel,
accountants or experts.

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

              Subject to the appointment and acceptance of a successor Agent as
provided in this paragraph, an Agent may resign at any time by notifying the
Lenders and the Borrower.  Upon any such resignation, the Required Lenders shall
have the right to appoint a successor with the approval of the Borrower (which
approval shall not be unreasonably withheld or delayed and, if an Event of
Default has occurred and is continuing, shall not be required).  If no successor
shall have been so appointed by the Required Lenders and shall have accepted
such appointment within 30 days after the retiring Agent gives notice of its
resignation, then the retiring Agent may, on behalf of the Lenders, appoint a
successor Agent with the approval of the Borrower (which approval shall not be
unreasonably withheld or delayed and, if an Event of Default has occurred and is
continuing, shall not be required) which shall be a bank with an office in New
York, New York, or an Affiliate of any such bank.  Upon the acceptance of its
appointment as Agent hereunder by a successor, such successor shall succeed to
and become vested with all the rights, powers, privileges and duties of the
retiring Agent, and the retiring Agent shall be discharged from its duties and
obligations hereunder.  The fees payable by the Borrower to a successor Agent
shall be the same as those payable to its predecessor unless otherwise agreed
between the Borrower and such successor.  After an Agent's resignation
hereunder, the provisions of this Article and Section 9.03 shall continue in
effect for the benefit of such retiring Agent, its sub-agents and their
respective Related Parties in respect of any actions taken or omitted to be
taken by any of them while it was acting as Agent.

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

                                   ARTICLE IX
                                          
                                  MISCELLANEOUS

              Section 9.01. NOTICES.  Except in the case of notices and other
communications expressly permitted to be given by telephone, all notices and
other communications provided for


                                       67



herein shall be in writing and shall be delivered by hand or overnight courier
service, mailed by certified or registered mail or sent by telecopy, as follows:

              (a)    if to the Borrower or the Parent, to it at 1099 18th
Street, Suite 700, Denver, Colorado 80202 (Telecopy No. (303) 226-8305);

              (b)    if to the Collateral Agent, to it at 2 Avenue de Lafayette,
Boston, Massachusetts 02111-174, Attention of Global Investor Services Group
Corporate Trust (Telecopy No. (617) 662-1465);

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

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

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

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

              Section 9.02. WAIVERS; AMENDMENTS.

              (a)    No failure or delay by either Agent or any Lender in
exercising any right or power hereunder or under any other Loan Document shall
operate as a waiver thereof, nor shall any single or partial exercise of any
such right or power, or any abandonment or discontinuance of steps to enforce
such a right or power, preclude any other or further exercise thereof or the
exercise of any other right or power.  The rights and remedies of the Agents and
the Lenders hereunder and under the other Loan Documents are cumulative and are
not exclusive of any rights or remedies that they would otherwise have.  No
waiver of any provision of any Loan Document or consent to any departure by any
Loan Party therefrom shall in any event be effective unless the same shall be
permitted by paragraph (b) of this Section, and then such waiver or consent
shall be effective only in the specific instance and for the purpose for which
given.  Without limiting the generality of the foregoing, the making of a Loan
shall not be construed as a waiver of any Default, regardless of whether an
Agent or any Lender may have had notice or knowledge of such Default at the
time.

              (b)    Neither this Agreement nor any other Loan Document nor any
provision hereof or thereof may be waived, amended or modified except, in the
case of this Agreement, pursuant to an agreement or agreements in writing
entered into by the Parent, the Borrower and the Required Lenders or, in the
case of any other Loan Document, pursuant to an agreement or agreements in
writing entered into by the applicable Agent and the Loan Party or Loan Parties
that are parties thereto with the consent of the Required Lenders; PROVIDED that
no such agreement shall (i) increase the Commitment of any Lender without the
written consent of such


                                       68



Lender, (ii) reduce the principal amount of any Loan or reduce the rate of
interest on such Loan, or reduce any fees payable hereunder, without the written
consent of each Lender affected thereby, (iii) postpone the scheduled date of
payment of the principal amount of any Loan or any interest thereon, or any fees
payable hereunder, or reduce the amount of, waive or excuse any such payment, or
postpone the scheduled date of expiration of any Commitment, without the written
consent of each Lender affected thereby, (iv) change Section 2.16(b) or (c) in a
manner that would alter the pro rata sharing of payments required thereby,
without the written consent of each Lender, (v) change any of the provisions of
this Section or the definition of "Required Lenders" or any other provision of
any Loan Document specifying the number or percentage of Lenders required to
waive, amend or modify any rights thereunder or make any determination or grant
any consent thereunder, without the written consent of each Lender, (vi) release
all or any substantial part of the Collateral from the Liens of the Security
Documents (except as expressly provided therein), without the written consent of
each Lender, (vii) release the Parent or any Guarantor Subsidiary from its
Guarantee under the Guarantee Agreement (except as expressly provided in the
Guarantee Agreement) or limit or condition its obligations thereunder, without
the written consent of each Lender, or (viii) change any provisions of any Loan
Document in a manner that by its terms adversely affects the rights in respect
of payments due to Lenders holding Loans of any Class differently than those
holding Loans of any other Class, without the written consent of Lenders holding
a majority in interest of the outstanding Loans of each affected Class and, in
the case of a Class with respect to which the Availability Period has not ended,
a majority in interest of the Commitments (in addition to any other consents
required by this sentence); PROVIDED FURTHER that no such agreement shall amend,
modify or otherwise affect the rights or duties of either Agent without the
prior written consent of such Agent.

              Section 9.03. EXPENSES; INDEMNITY; DAMAGE WAIVER.

              (a)    Each of the Parent and the Borrower shall pay (i) all costs
and expenses incurred by Lucent and each Agent, including the reasonable fees,
charges and disbursements of counsel for Lucent or the Agents, in connection
with the negotiation, preparation, execution and delivery of the Loan Documents
(including, in the case of Lucent, expenses incurred in connection with its due
diligence activities) and (ii) all costs and expenses incurred by either Agent
or any Lender, including the reasonable fees, charges and disbursements of any
counsel for either Agent or any Lender, in connection with (A) the enforcement
or protection of its rights in connection with the Loan Documents, including its
rights under this Section, or in connection with the Loans made hereunder,
including all such costs and expenses incurred during any workout, restructuring
or negotiations in respect of such Loans, and (B) in the case of Lucent and the
Agents, the administration of, and any amendments, modifications, waivers or
supplements of or to the provisions of, any of the Loan Documents.

              (b)    Each of the Parent and the Borrower shall indemnify each
Agent and each Lender, and each Related Party of any of the foregoing Persons
(each such Person being called an "INDEMNITEE") against, and hold each
Indemnitee harmless from, any and all losses, claims, damages, liabilities and
related expenses, including the reasonable fees, charges and disbursements of
any counsel for any Indemnitee, incurred by or asserted against any Indemnitee
arising out of, in connection with, or as a result of (i) the execution or
delivery of any Loan Document or any other agreement or instrument contemplated
hereby, the performance by the parties to the Loan Documents of their respective
obligations thereunder or the consummation of


                                       69



the Transactions or any other transactions contemplated hereby, (ii) any Loan or
the use of the proceeds therefrom, (iii) any actual or alleged presence or
release of Hazardous Materials on or from any property owned or operated by the
Parent, the Borrower or any of the Subsidiaries or at which any Collateral is
located, or any Environmental Liability related in any way to the Parent, the
Borrower or any of its Subsidiaries, or (iv) any actual or prospective claim,
litigation, investigation or proceeding relating to any of the foregoing,
whether based on contract, tort or any other theory and regardless of whether
any Indemnitee is a party thereto; PROVIDED that such indemnity shall not, as to
any Indemnitee, be available to the extent that such losses, claims, damages,
liabilities or related expenses have resulted from the gross negligence or
willful misconduct of such Indemnitee.

              (c)    To the extent that the Parent and the Borrower fail to pay
any amount required to be paid by it to either Agent under paragraph (a) or (b)
of this Section, each Lender severally agrees to pay to such Agent such Lender's
pro rata share (determined as of the time that the applicable unreimbursed
expense or indemnity payment is sought) of such unpaid amount; PROVIDED that the
unreimbursed expense or indemnified loss, claim, damage, liability or related
expense, as the case may be, was incurred by or asserted against such Agent in
its capacity as such.  For purposes hereof, a Lender's "pro rata share" shall be
determined based upon its share of the sum of the total outstanding Loans and
Commitments at the time.

              (d)    To the extent permitted by applicable law, neither the
Parent nor the Borrower shall assert, and each of them hereby waives, any claim
against any Indemnitee, on any theory of liability, for special, indirect,
consequential or punitive damages (as opposed to direct or actual damages)
arising out of, in connection with, or as a result of, this Agreement or any
agreement or instrument contemplated hereby, the Transactions, any Loan or the
use of the proceeds thereof.

              (e)    All amounts due under this Section shall be payable not
later than 30 days after written demand therefor.

              Section 9.04. SUCCESSORS AND ASSIGNS.

              (a)    The provisions of this Agreement shall be binding upon and
inure to the benefit of the parties hereto and their respective successors and
assigns permitted hereby, except that neither the Parent nor the Borrower may
assign or otherwise transfer any of its rights or obligations hereunder without
the prior written consent of each Lender (and any attempted assignment or
transfer by the Borrower without such consent shall be null and void).  Nothing
in this Agreement, expressed or implied, shall be construed to confer upon any
Person (other than the parties hereto, their respective successors and assigns
permitted hereby and, to the extent expressly contemplated hereby, the Related
Parties of each of the Agents and the Lenders) any legal or equitable right,
remedy or claim under or by reason of this Agreement.

              (b)    Any Lender may, without the consent of the Parent or the
Borrower, assign to one or more Eligible Persons all or a portion of its rights
and obligations under this Agreement (including all or a portion of its
Commitment and the Loans at the time owing to it); PROVIDED that (i) except in
the case of an assignment to Lucent or a Lender or to an Affiliate of Lucent or
a Lender, the Administrative Agent must give its prior written consent to such


                                       70



assignment (which consent shall not be unreasonably withheld or delayed and,
while an Event of Default has occurred and is continuing, shall not be
required), (ii) except in the case of an assignment to Lucent, a Lender or an
Affiliate of Lucent or a Lender or an assignment of the entire remaining amount
of the assigning Lender's Commitment or entire remaining Loans of any Class, the
amount of the Commitment and Loans of such Class of the assigning Lender subject
to each such assignment (determined as of the date the Assignment and Acceptance
with respect to such assignment is delivered to the Administrative Agent) shall
not be less than $1,000,000 unless the Borrower otherwise consents, (iii) each
partial assignment shall be made as an assignment of a proportionate part of all
the assigning Lender's rights and obligations under this Agreement, except that
this clause (iii) shall not be construed to prohibit the assignment of a
proportionate part of all of the assigning Lender's rights and obligations in
respect of (A) one or more Classes of Loans, (B) one or more Classes of Loans
separately from (or without assigning) Commitments or (C) Commitments separately
from (or without assigning) Loans, (iv) the parties to each assignment shall
execute and deliver to the Administrative Agent an Assignment and Acceptance,
together with a processing fee of $5,000, and (v) the assignee, if it shall not
be a Lender, shall deliver to the Administrative Agent an Administrative
Questionnaire.  Subject to acceptance and recording thereof pursuant to
paragraph (d) of this Section, from and after the effective date specified in
each Assignment and Acceptance the assignee thereunder shall be a party hereto
and, to the extent of the interest assigned by such Assignment and Acceptance,
have the rights and obligations of a Lender under this Agreement, and the
assigning Lender thereunder shall, to the extent of the interest assigned by
such Assignment and Acceptance, be released from its obligations under this
Agreement (and, in the case of an Assignment and Acceptance covering all of the
assigning Lender's rights and obligations under this Agreement, such Lender
shall cease to be a party hereto but shall continue to be entitled to the
benefits of Sections 2.13, 2.14, 2.15 and 9.03).  Any assignment or transfer by
a Lender of rights or obligations under this Agreement that does not comply with
this paragraph shall be treated for purposes of this Agreement as a sale by such
Lender of a participation in such rights and obligations in accordance with
paragraph (e) of this Section.

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

              (d)    Upon its receipt of a duly completed Assignment and
Acceptance executed by an assigning Lender and an assignee, the assignee's
completed Administrative Questionnaire (unless the assignee shall already be a
Lender hereunder) and the processing fee referred to in clause (v) of paragraph
(b) of this Section, subject to the Borrower's right to consent to such
assignment to the extent provided in paragraph (b)(ii) of this Section and the
Administrative Agent's right to consent to such assignment to the extent
provided in paragraph (b) of this Section, the Administrative Agent shall accept
such Assignment and Acceptance and


                                       71



record the information contained therein in the Register. No assignment shall be
effective for purposes of this Agreement unless it has been recorded in the
Register as provided in this paragraph.

              (e)    Any Lender may, without the consent of the Borrower or the
Administrative Agent, sell participations to one or more Eligible Persons (a
"PARTICIPANT") in all or a portion of such Lender's rights and obligations under
this Agreement (including all or a portion of its Commitments and the Loans
owing to it); PROVIDED that (i) such Lender's obligations under this Agreement
shall remain unchanged, (ii) such Lender shall remain solely responsible to the
other parties hereto for the performance of such obligations and (iii) the
Borrower, the Agents and the other Lenders shall continue to deal solely and
directly with such Lender in connection with such Lender's rights and
obligations under this Agreement.  Any agreement or instrument pursuant to which
a Lender sells such a participation shall provide that such Lender shall retain
the sole right to enforce the Loan Documents and to approve any amendment,
modification or waiver of any provision of the Loan Documents; PROVIDED that
such agreement or instrument may provide that such Lender will not, without the
consent of the Participant, agree to any amendment, modification or waiver
described in the first proviso to Section 9.02(b) that affects such Participant
Subject to paragraph (f) of this Section, the Borrower agrees that each
Participant shall be entitled to the benefits of Sections 2.13, 2.14 and 2.15 to
the same extent as if it were a Lender and had acquired its interest by
assignment pursuant to paragraph (b) of this Section provided that such
Participant agrees to be subject to Sections 2.15(f) and 2.17 as though it was a
Lender.  To the extent permitted by law, each Participant also shall be entitled
to the benefits of Section 9.08 as though it were a Lender, provided such
Participant agrees to be subject to Section 2.16(c) as though it were a Lender.

              (f)    A Participant that would be a Foreign Lender if it were a
Lender shall not be entitled to the benefits of Section 2.15 unless the Borrower
is notified of the participation sold to such Participant and such Participant
agrees, for the benefit of the Borrower, to comply with Section 2.15(e) as
though it were a Lender.

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

              Section 9.05. SURVIVAL.  All covenants, agreements,
representations and warranties made by the Loan Parties in the Loan Documents
and in the certificates or other instruments delivered in connection with or
pursuant to this Agreement or any other Loan Document shall be considered to
have been relied upon by the other parties hereto and shall survive the
execution and delivery of the Loan Documents and the making of any Loans,
regardless of any investigation made by any such other party or on its behalf
and notwithstanding that either Agent or any Lender may have had notice or
knowledge of any Default or incorrect representation or warranty at the time any
credit is extended hereunder, and shall continue in full force and effect as
long as the principal of or any accrued interest on any Loan or any fee or any
other amount payable under this Agreement is outstanding and unpaid and so long
as the


                                       72



Commitments have not expired or terminated. The provisions of Sections 2.13,
2.14, 2.15 and 9.03 and Article VIII shall survive and remain in full force and
effect regardless of the consummation of the transactions contemplated hereby,
the repayment of the Loans, the expiration or termination of the Commitments or
the termination of this Agreement or any provision hereof.

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

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

              Section 9.08. RIGHT OF SETOFF.  If an Event of Default shall have
occurred and be continuing, each Lender and each of its Affiliates is hereby
authorized at any time and from time to time, to the fullest extent permitted by
law, to set off and apply any and all deposits (general or special, time or
demand, provisional or final) at any time held and other obligations at any time
owing by such Lender or Affiliate to or for the credit or the account of the
Borrower against any of and all the obligations of the Borrower now or hereafter
existing under this Agreement held by such Lender, irrespective of whether or
not such Lender shall have made any demand under this Agreement and although
such obligations may be unmatured.  The rights of each Lender under this Section
are in addition to other rights and remedies (including other rights of setoff)
which such Lender may have.

              Section 9.09. GOVERNING LAW; JURISDICTION; CONSENT TO SERVICE OF
PROCESS.

              (a)    This Agreement shall be construed in accordance with and
governed by the law of the State of New York.


                                       73



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

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

              (d)    Each of the Parent and the Borrower hereby irrevocably
appoints and designates CT Corporation System, whose address is 1633 Broadway,
New York, New York 10019, or any other person having and maintaining a place of
business in the State of New York whom the Parent or the Borrower may from time
to time hereafter designate (having given 30 days' notice thereof to the
Administrative Agent, each Lender and the Collateral Agent), as the true and
lawful attorney and duly authorized agent for acceptance of service of legal
process of the Parent and the Borrower.  Without prejudice to the foregoing,
each party to this Agreement irrevocably consents to service of process in the
manner provided for notices in Section 9.01.  Nothing in this Agreement or any
other Loan Document will affect the right of any party to this Agreement to
serve process in any other manner permitted by law.

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


                                       74



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

              Section 9.12. CONFIDENTIALITY.  Each of the Agents and the Lenders
agrees to maintain the confidentiality of the Information (as defined below) and
not use the Information for any purpose not contemplated by this Agreement,
except that Information may be disclosed (a) to its and its Affiliates'
directors, officers, employees and agents, including accountants, legal counsel
and other advisors (it being understood that the Persons to whom such disclosure
is made will be informed of the confidential nature of such Information and
instructed to keep such Information confidential), (b) to the extent requested
by any regulatory authority, (c) to the extent required by applicable laws or
regulations or by any subpoena or similar legal process, (d) to any other party
to this Agreement, (e) in connection with the exercise of any remedies hereunder
or any suit, action or proceeding relating to this Agreement or any other Loan
Document or the enforcement of rights hereunder or thereunder, (f) subject to an
agreement containing provisions substantially the same as those of this Section,
to any assignee of or Participant in, or any prospective assignee of or
Participant in, any of its rights or obligations under this Agreement, (g) with
the consent of the Parent or the Borrower or (h) to the extent such Information
(i) becomes publicly available other than as a result of a breach of this
Section or (ii) becomes available to either Agent or any Lender on a
nonconfidential basis from a source other than the Parent or the Borrower.  For
the purposes of this Section, "INFORMATION" means all information received from
the Parent or the Borrower relating to the Parent, the Borrower or their
businesses, other than any such information that is publicly available or
available to either Agent or any Lender on a nonconfidential basis prior to
disclosure by the Parent or the Borrower, provided that such information is
identified at the time of delivery as confidential.  Any Person required to
maintain the confidentiality of Information as provided in this Section shall be
considered to have complied with its obligation to do so if such Person has
exercised the same degree of care to maintain the confidentiality of such
Information as such Person would accord to its own confidential information.

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


                                       75



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

                                          JATO OPERATING CORP.

                                          By:       /s/ Brian E. Gast
                                             ----------------------------------
                                          Name:
                                          Title:

                                          JATO COMMUNICATIONS CORP.

                                          By:       /s/ Brian E. Gast
                                             ----------------------------------
                                          Name:
                                          Title:

                                          STATE STREET BANK AND TRUST COMPANY,
                                          individually and as Collateral Agent,

                                          By:       /s/ Gary Dougherty
                                             ----------------------------------
                                          Name:
                                          Title:

                                          LUCENT TECHNOLOGIES INC., individually
                                          and as Administrative Agent,

                                          By:       /s/ Leslie L. Rogers
                                             ----------------------------------
                                          Name:
                                          Title:




                                                                       EXHIBIT A

                       [FORM OF ASSIGNMENT AND ACCEPTANCE]

                            ASSIGNMENT AND ACCEPTANCE

              Reference is made to the Credit Agreement, dated as of July 14,
1999 (as the same may be amended, supplemented or otherwise modified from time
to time, the "CREDIT AGREEMENT"), among JATO COMMUNICATIONS CORP., a Delaware
corporation ("PARENT"), JATO OPERATING CORP., a Delaware corporation (the
"BORROWER"), the Lenders party thereto, STATE STREET BANK AND TRUST COMPANY, as
Collateral Agent, and LUCENT TECHNOLGIES INC., as Administrative Agent. 
Capitalized terms used herein but not defined herein shall have the meanings
assigned to such terms in the Credit Agreement.

              1.     The Assignor sells and assigns, without recourse, to the
Assignee, and the Assignee hereby purchases and assumes, without recourse, from
the Assignor, effective as of the Effective Date set forth below, the interests
set forth below (the "ASSIGNED INTEREST") in the Assignor's rights and
obligations under the Credit Agreement, including, without limitation, the
percentages and amounts set forth on the reverse hereof of (a) the Commitments
of the Assignor on the Effective Date and (b) the Loans and Borrowings owing to
the Assignor that are outstanding on the Effective Date.  The Assignee hereby
acknowledges receipt of a copy of the Credit Agreement.  From and after the
Effective Date (a) the Assignee shall be a party to and be bound by the
provisions of the Credit Agreement and, to the extent of the interests assigned
by this Assignment and Acceptance, have the rights and obligations of a Lender
thereunder and under the Loan Documents and (b) the Assignor shall, to the
extent of the interests assigned by this Assignment and Acceptance, relinquish
its rights and be released from its obligations under the Credit Agreement (and
in the event that this Assignment and Acceptance covers all or the remaining
portion of the Assignor's rights and obligations under the Credit Agreement, the
Assignor shall cease to be a party thereto but shall continue to be entitled to
the benefits of Sections 2.13, 2.15, 2.19 and 9.05 thereof, as well as to any
fees accrued for its account and not yet paid).

              2.     This Assignment and Acceptance is being delivered to the
Administrative Agent together with (a) if the Assignee is organized under the
laws of a jurisdiction outside the United States, the forms specified in Section
2.15 of the Credit Agreement, duly completed and executed by such Assignee, (b)
if the Assignee is not already a Lender under the Credit Agreement, an
Administrative Questionnaire and (c) a processing and recordation fee of
$[____________].

              3.     This Agreement and Acceptance shall be governed by, and
construed in accordance with, the laws of the State of New York.


                                      A-1



              Date of Assignment:

              Legal Name of Assignee:

              Legal Name of Assignor:

              Assignee's Address for Notices


              Effective Date of Assignment (may not be fewer than five Business
Days after the Date of Assignment):








                                                       PERCENTAGE ASSIGNED OF
                                                       FACILITY AND COMMITMENTS
                                                       THEREUNDER (SET FORTH TO
                                                       AT LEAST EIGHT DECIMALS,
                                                        AS A PERCENTAGE OF THE
                                                           FACILITY AND THE
                                                       AGGREGATE COMMITMENTS OF
COMMITMENT         PRINCIPAL AMOUNTASSIGNED            ALL LENDERS THEREUNDER)
----------         ------------------------            -----------------------
                                                 
 Loans :

 Tranche 1:               $                                       %

 Tranche 2:               $                                       %

 Loan Commitments:

 Tranche 1:               $                                       %

 Tranche 2:               $                                       %



                                      A-2



                 The terms set forth above are hereby agreed to:

                                          [                       ]
                                          -----------------------
                                          as Assignor,

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

                                              [                           ]
                                               ---------------------------
                                                       as Assignee,

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

                                          Consented to by (if required under
                                          Section 9.04(b)(ii) of the Credit
                                          Agreement):

                                          LUCENT TECHNOLOGIES INC.,
                                          as Administrative Agent

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


                                      A-3



                                                                       EXHIBIT B
                                          
                           [FORM OF GUARANTEE AGREEMENT]
                                          
                       GUARANTEE AND SUBORDINATION AGREEMENT

     GUARANTEE AND SUBORDINATION AGREEMENT dated as of July 14, 1999, by JATO 
COMMUNICATIONS CORP., a Delaware corporation (together with its successors, 
the "Parent"), and the subsidiaries of the Borrower (as defined below) listed 
on the signature pages hereof (each of the Parent and such subsidiaries, 
together with its successors, a "Guarantor" and collectively, the 
"Guarantors"), in favor of STATE STREET BANK AND TRUST COMPANY, as collateral 
agent (together with its successors in such capacity, the "Collateral Agent").

                                     WITNESSETH:

     WHEREAS, Jato Operating Corp., a Delaware corporation (together with its 
successors, the "Borrower"), the Parent, certain lenders (the "Lenders"), 
State Street Bank and Trust Company, as Collateral Agent, and Lucent 
Technologies Inc., as administrative agent (the "Administrative Agent") have 
entered into a Credit Agreement dated as of July 14, 1999, (as the same may 
be amended, restated or supplemented and in effect from time to time, the 
"Credit Agreement"), providing, subject to the terms and conditions thereof, 
for the making of loans by the Lenders to the Borrower;

     WHEREAS, the Borrower is a wholly owned Subsidiary of the Parent and 
each Guarantor (other than Parent) is a subsidiary of the Borrower;

     WHEREAS, the obligations of the Lenders to make Loans under the Credit 
Agreement that each Guarantor execute and deliver a guarantee and 
subordination agreement whereby such Guarantor shall guarantee the payment 
when due of all principal, interest and other amounts that shall be at any 
time payable by the Borrower under the Credit Agreement or any other Loan 
Document; and

     WHEREAS, the Guarantors are willing to guarantee the obligations of the 
Borrower to pay any amounts under the Credit Agreement and the other Loan 
Documents;

     NOW, THEREFORE, in consideration of the premises and other good and 
valuable consideration, the receipt and sufficiency of which are hereby 
acknowledged, the parties hereto agree as follows:

     SECTION 1.  DEFINITIONS.  Terms defined in the Credit Agreement and not 
otherwise defined herein have, as used herein, the respective meanings 
provided for therein.

     SECTION 2.  REPRESENTATIONS AND WARRANTIES.  Each Guarantor represents 
as to itself that:

     (a)  Such Guarantor (i) is a corporation duly organized, validly 
existing and in good standing under the laws of the jurisdiction of its 
organization; (ii) has all requisite corporate 



power, and has all governmental licenses, authorizations, consents and 
approvals necessary to own its assets and carry on its business as now being 
or as proposed to be conducted, except in the case of such licenses, 
authorizations, consents and approvals, where the failure to obtain them 
would not have a material adverse effect on its condition (financial or 
otherwise), business, operations or prospects and (iii) is qualified to do 
business in all jurisdictions in which the nature of the business conducted 
by it makes such qualification necessary and where failure so to qualify 
would have a material adverse effect on its condition (financial or 
otherwise), business, operations or prospects.

     (b)  Such Guarantor has all necessary corporate power and authority to 
execute, deliver and perform its obligations under this Guarantee Agreement; 
the execution, delivery and performance by such Guarantor of this Guarantee 
Agreement has been duly authorized by all necessary corporate action; and 
this Guarantee Agreement has been duly and validly executed and delivered by 
such Guarantor and constitutes the legal, valid and binding obligation of 
such Guarantor, enforceable in accordance with its terms, except as the 
enforceability thereof may be limited by bankruptcy, insolvency, 
reorganization or moratorium or other similar laws relating to the 
enforcement of creditors' rights generally and by general equitable 
principles.

     (c)  Neither the execution and delivery by such Guarantor of the Loan 
Documents to which it is party nor compliance with the terms and provisions 
thereof by such Guarantor will conflict with or result in a breach of, or 
require any consent under, the certificate of incorporation or by-laws of 
such Guarantor or any applicable law or regulation, or any order, writ, 
injunction or decree of any court or governmental authority or agency, or any 
agreement or instrument to which such Guarantor is a party or by which it is 
bound or to which it is subject, or constitute a default under any such 
agreement or instrument, or (except for the Liens created pursuant to, or 
permitted by, the Security Documents) result in the creation or imposition of 
any Lien upon any of the revenues or assets of such Guarantor pursuant to the 
terms of any such agreement or instrument.

     (d)  There are no legal or arbitral proceedings or any proceedings by or 
before any governmental or regulatory authority or agency, now pending or, to 
the knowledge of such Guarantor, threatened against or affecting such 
Guarantor as to which there is a reasonable possibility of an adverse 
determination and that, if adversely determined, could reasonably be 
expected, individually or in the aggregate, to result in a Material Adverse 
Effect (other than Disclosed Matters).

     (e)  Such Guarantor has obtained all authorizations, approvals and 
consents of, and has made all filings and registrations with, any 
governmental or regulatory authority or agency and any third party necessary 
for the consummation of the transactions contemplated hereby and the 
execution, delivery or performance by it of any Loan Document to which it is 
a party, or for the validity or enforceability thereof, except for filing and 
recordings of the Liens created pursuant to, or permitted by, the Security 
Documents.

     SECTION 3.  THE GUARANTEE.  Each Guarantor hereby unconditionally 
guarantees the full and punctual payment of the principal of and interest 
(including interest accruing at the then applicable rate provided in the 
Credit Agreement after the maturity of the Loans thereunder and interest 
accruing at the then applicable rate provided in the Credit Agreement after 
the filing of 

                                       2


any petition in bankruptcy, or the commencement of any insolvency, 
reorganization or like proceeding, relating to any Loan Party thereunder 
whether or not a claim for post-filing or post-petition interest is allowed 
in such proceeding) on the Loans payable by the Borrower under the Credit 
Agreement, when and as due, whether at maturity, by acceleration, upon one or 
more dates set for prepayment or otherwise, and (b) all other amounts payable 
by the Borrower from time to time to any of the Secured Parties under the 
Credit Agreement and the other Loan Documents, whether on account of 
principal, interest, reimbursement obligations, fees, indemnities, costs, 
expenses or otherwise (including all fees and disbursements of counsel to any 
of the Secured Parties that are required to be paid by the Borrower pursuant 
to the terms of the Credit Agreement or any other Loan Document).  Upon 
failure by the Borrower to pay punctually any such amount, each Guarantor 
agrees that it shall forthwith on demand pay the amount not so paid at the 
place and in the manner specified in the Credit Agreement or the relevant 
other Loan Document, as the case may be.

     SECTION 4.  GUARANTEE UNCONDITIONAL.  The obligations of each Guarantor 
hereunder shall be unconditional and absolute and, without limiting the 
generality of the foregoing, shall not be released, discharged or otherwise 
affected by:

          (i)    any extension, renewal, settlement, compromise, waiver or 
release in respect of any obligation of the Borrower under the Credit 
Agreement or any other Loan Document or any obligation of any Guarantor 
hereunder or under any Security Document, by operation of law or otherwise;

          (ii)   any modification or amendment of or supplement to the Credit 
Agreement or any other Loan Document;

          (iii)  any release, non-perfection or invalidity of any direct or 
indirect security for any obligation of the Borrower under the Credit 
Agreement or any other Loan Document or any obligation of the Guarantor 
hereunder or under any Security Document;

          (iv)   any change in the corporate existence, structure or 
ownership of the Borrower, or any insolvency, bankruptcy, reorganization or 
other similar proceeding affecting the Borrower or its assets or any 
resulting release or discharge of any obligation of the Borrower contained in 
the Credit Agreement or any other Loan Document;

          (v)    the existence of any claim, set-off or other rights which 
any Guarantor may have at any time against the Borrower, any of the Secured 
Parties or any other Person, whether in connection herewith or any unrelated 
transactions, PROVIDED that nothing herein shall prevent the assertion of any 
such claim by separate suit or compulsory counterclaim;

          (vi)   any invalidity or unenforceability relating to or against 
the Borrower for any reason of the Credit Agreement or any other Loan 
Document or any provision of applicable law or regulation purporting to 
prohibit the payment by the Borrower of the principal of or interest on any 
Loan (except as otherwise expressly provided in Section 9.13 of the Credit 
Agreement) or any other amount payable by the Borrower under the Credit 
Agreement or any other Loan Document; or

                                       3


          (vii)  any other act or omission to act or delay of any kind by the 
Borrower, any Guarantor, any of the Secured Parties or any other Person or 
any other circumstance whatsoever which might, but for the provisions of this 
paragraph, constitute a legal or equitable discharge of each Guarantor's 
obligations hereunder.

     SECTION 5.  DISCHARGE ONLY UPON PAYMENT IN FULL; REINSTATEMENT IN 
CERTAIN CIRCUMSTANCES.  Each Guarantor's obligations hereunder shall remain 
in full force and effect until the principal of and interest on the Loans and 
all other amounts payable by the Borrower under the Credit Agreement and any 
other Loan Documents shall have been paid in full and the Commitments under 
the Credit Agreement shall have terminated or expired.  If at any time any 
payment of the principal of or interest on any Loan or any other amount 
payable by the Borrower under the Credit Agreement or any other Loan Document 
is rescinded or must be otherwise restored or returned upon the insolvency, 
bankruptcy or reorganization of the Borrower or otherwise, the Guarantor's 
obligations hereunder with respect to such payment shall be reinstated as 
though such payment had been due but not made at such time.

     SECTION 6.  WAIVER BY GUARANTOR.  Each Guarantor waives acceptance 
hereof, presentment, demand, protest and, to the fullest extent permitted by 
law, any notice not provided for herein, as well as any requirement that at 
any time any action be taken or any recourse exhausted by any Person against 
the Borrower, any Guarantor hereunder, or any other Person.

     SECTION 7.  STAY OF ACCELERATION.  If acceleration of the time for 
payment of any amount payable by the Borrower under the Credit Agreement is 
stayed upon the insolvency, bankruptcy or reorganization of the Borrower, all 
such amounts otherwise subject to acceleration under the terms of the Credit 
Agreement nonetheless shall be payable by any Guarantor hereunder forthwith 
on demand by the Collateral Agent made at the request of the Required Lenders.

     SECTION 8.  LIMITATION ON GUARANTORS' OBLIGATIONS.  Notwithstanding 
anything to the contrary set forth herein, the obligations of each Guarantor 
hereunder shall be limited to an aggregate amount equal to the largest amount 
that would not render its obligations hereunder subject to avoidance under 
Section 548 of the United States Bankruptcy Code or any applicable provisions 
of comparable U.S. state law. 

     SECTION 9.  SUBORDINATION.  

     (a)  Each Guarantor agrees that the payment by the Borrower or any other 
Guarantor of any indebtedness in favor of such Guarantor (the "Subordinated 
Lender") shall be subordinated and subject to the prior payment in full of 
all amounts payable by the Borrower or such other Guarantor under the Credit 
Agreement or this Guarantee Agreement, as the case may be, and any other Loan 
Document to which the Borrower or such Guarantor is a party ("Senior Debt") 
upon the terms of this Section.

     (b)  Upon any distribution of assets of the Borrower or a Guarantor to 
creditors upon a liquidation or dissolution of the Borrower or such Guarantor 
or in a bankruptcy, reorganization, insolvency, receivership or similar 
proceeding relating to the Borrower or such Guarantor or its property, (i) 
the Secured Parties shall be entitled to receive payment in full of all 
Senior Debt 

                                       4


before the Subordinated Lender shall be entitled to receive any payment of 
principal of or interest on or any other amounts in respect of Indebtedness 
of the Borrower or such Guarantor in favor of the Subordinated Lender (the 
"Subordinated Debt"); and (ii) until payment in full of the Senior Debt, any 
distribution of assets of any kind or character to which the Subordinated 
Lender would otherwise be entitled shall be paid by the Borrower or such 
Guarantor or by any receiver, trustee in bankruptcy, liquidating trustee, 
agents or other person making such payment or distribution to, or if received 
by the Borrower or such Guarantor, shall be held for the benefit of and shall 
be forthwith paid or delivered to, the Collateral Agent for distribution to 
the Secured Parties.

     (c)  If the Subordinated Lender does not file proper claims or proofs of 
claim in the form required in a bankruptcy, reorganization, insolvency, 
receivership or similar proceeding relating to the Borrower or such Guarantor 
or its property prior to 45 days before the expiration of the time to file 
such claims, then (a) upon the request of the Collateral Agent, the 
Subordinated Lender shall file such claims and proofs of claim in respect of 
this instrument and execute and deliver such powers of attorney, assignments 
and other instruments as are required to enable the Secured Parties to 
enforce any and all claims upon or in respect of the Subordinated Debt and to 
collect and receive any and all payments or distributions which may be 
payable or deliverable at any time upon or in respect of Subordinated Debt, 
and (b) whether or not the Subordinated Lender shall take the action 
described in the preceding clause (a) the Collateral Agent and the other 
Secured Parties shall nevertheless be deemed to have such powers of attorney 
as may be necessary for them to file appropriate claims and proofs of claim 
and otherwise exercise the powers described above.

     (d)  No right of any Secured Party to enforce the terms of this Section 
shall be impaired by any act or failure to act by the Borrower or any 
Guarantor. Neither the terms of this Section nor the rights of the rights of 
the Secured Parties hereunder shall be affected by any extension, renewal or 
modification of the terms of, or the granting of any security in respect of, 
any Senior Debt or any exercise or nonexercise of any right, power or remedy 
with respect thereto.

     (e)  After all Senior Debt is paid in full and until Subordinated Debt 
is paid in full, the Subordinated Lender shall be subrogated to the rights of 
the Secured Parties in respect of the Senior Debt.

     (f)  Nothing in this Section shall (i) impair, as between the Borrower 
or such Guarantor and the Subordinated Lender, the obligation of the Borrower 
or such Guarantor, which is absolute and unconditional, to pay the principal 
of and interest on Subordinated Debt in accordance with its terms; (ii) 
affect the relative rights of the Subordinated Lender and creditors of the 
Borrower or such Guarantor other than the Secured Parties; or (iii) prevent 
the Subordinated Lender from exercising its available remedies upon an event 
of default under the Subordinated Debt, subject to the rights of the Secured 
Parties to receive cash, property or other assets otherwise payable to the 
Subordinated Lender to the extent set forth in this Section.

     SECTION 10. NOTICES.  All notices and other communications hereunder to 
any party hereto shall be given or made in the manner provided in the Credit 
Agreement to such party at its address set forth therein, or in the case of 

                                       5


any Guarantor other than the Parent, in care of the Borrower at its address 
set forth therein, or in the case of any party hereto, to such other address 
as such party may have provided by notice to the other parties hereto.

     SECTION 11. NO WAIVERS.  No failure or delay by the Collateral Agent or 
any Lender in exercising any right, power or privilege hereunder shall 
operate as a waiver thereof nor shall any single or partial exercise thereof 
preclude any other or further exercise thereof or the exercise of any other 
right, power or privilege.  The rights and remedies provided in this 
Guarantee Agreement, the Credit Agreement and the Security Documents shall be 
cumulative and not exclusive of any rights or remedies provided by law.

     SECTION 12. SUCCESSORS AND ASSIGNS.  This Guarantee Agreement is in 
favor of the Collateral Agent for the benefit of the Secured Parties and 
their respective successors and assigns and, in the event of an assignment of 
the Loans or other amounts payable under the Credit Agreement or the other 
Loan Documents, the rights hereunder, to the extent applicable to the 
indebtedness so assigned, may be transferred with such indebtedness.  This 
Guarantee Agreement shall be binding upon each Guarantor and its successors 
and assigns.

     SECTION 13. CHANGES IN WRITING.  Neither this Guarantee Agreement nor 
any provision hereof may be changed, waived, discharged or terminated orally, 
but only in writing signed by each Guarantor and the Collateral Agent with 
the consent of the Required Lenders.

     SECTION 14. GOVERNING LAW; SUBMISSION TO JURISDICTION; WAIVER OF JURY 
TRIAL; SERVICE OF PROCESS.  

     (a)  This Agreement shall be construed in accordance with and governed 
by the law of the State of New York.

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

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

                                       6


     (d)  Each of the Guarantors hereby irrevocably appoints and designates 
CT Corporation System, whose address is 1633 Broadway, New York, New York 
10019, or any other person having and maintaining a place of business in the 
State of New York whom the Guarantor may from time to time hereafter 
designate (having given 30 days' notice thereof to the Collateral Agent), as 
the true and lawful attorney and duly authorized agent for acceptance of 
service of legal process of the Guarantor.  Without prejudice to the 
foregoing, each party to this Agreement irrevocably consents to service of 
process in the manner provided for notices in Section 10.  Nothing in this 
Agreement or any other Loan Document will affect the right of any party to 
this Agreement to serve process in any other manner permitted by law.

     SECTION 15.  WAIVER OF JURY TRIAL.  EACH PARTY HERETO HEREBY WAIVES, TO 
THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A 
TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF 
OR RELATING TO THIS AGREEMENT, ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS 
CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY).  
EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF 
ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER 
PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING 
WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN 
INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL 
WAIVERS AND CERTIFICATIONS IN THIS SECTION.

     SECTION 16. WAIVER OF IMMUNITY.  To the extent that any Guarantor has or 
hereafter may acquire any immunity from jurisdiction of any court or from any 
legal process (whether through service or notice, attachment prior to 
judgment, attachment in aid or execution, or otherwise) with respect to 
itself or its property, such Guarantor hereby irrevocably waives such 
immunity in respect of its obligations hereunder and under the other 
Financing Documents to the extent permitted by applicable law and, without 
limiting the generality of the foregoing, agrees that the waivers set forth 
in this Section shall have effect to the fullest extent permitted under the 
Foreign Sovereign Immunities Act of 1976 of the United States of America and 
are intended to be irrevocable for purposes of such Act.
          

                         (Signatures Follow on Next Page)









                                       7


     IN WITNESS WHEREOF, each of the undersigned has caused this Guarantee 
Agreement to be duly executed by its authorized officer as of the day and 
year first above written.

                              GUARANTORS:

                              JATO COMMUNICATIONS CORP.
                              

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


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



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


                                                                       EXHIBIT C

                                          
                          [FORM OF INDEMNITY, SUBROGATION
                            AND CONTRIBUTION AGREEMENT]
                                          
                               INDEMNITY, SUBROGATION
                             AND CONTRIBUTION AGREEMENT

     INDEMNITY, SUBROGATION and CONTRIBUTION AGREEMENT, dated as of July 14, 
1999, among JATO COMMUNICATIONS CORP., a Delaware corporation (the "PARENT"), 
JATO OPERATING CORP., a Delaware corporation, as borrower (the "BORROWER"), 
each of the subsidiaries of the Borrower party hereto (collectively, the 
"SUBSIDIARY GUARANTORS"), and STATE STREET BANK AND TRUST COMPANY, as 
collateral agent (the "COLLATERAL AGENT") for the Administrative Agent and 
the Lenders (such term and each other capitalized term used but not defined 
herein having the respective meanings given them in the Credit Agreement, 
dated as of July 14, 1999 (as the same may be amended, supplemented or 
otherwise modified from time to time, the "CREDIT AGREEMENT"), among the 
Borrower, the Parent, the Lenders party thereto, the Collateral Agent, and 
Lucent Technologies Inc., as administrative agent (the "ADMINISTRATIVE 
AGENT").

          The Lenders have agreed to make Loans pursuant to, and upon the 
terms and subject to the conditions specified in, the Credit Agreement.  Each 
of the Subsidiary Guarantors has agreed to guarantee, among other things, all 
the obligations of the Borrower under the Credit Agreement.

          The obligations of the Lenders to make the Loans under the Credit 
Agreement are conditioned upon, among other things, the execution and 
delivery by the Subsidiary Guarantors of an indemnity, subrogation and 
contribution agreement in the form hereof (this "AGREEMENT") to support the 
due and punctual payment of, with respect to each Subsidiary Guarantor, its 
obligations as obligor or guarantor in respect of (a) the principal of and 
interest (including interest accruing at the then applicable rate provided in 
the Credit Agreement after the maturity of the Loans thereunder and interest 
accruing at the then applicable rate provided in the Credit Agreement after 
the filing of any petition in bankruptcy, or the commencement of any 
insolvency, reorganization or like proceeding, relating to any Loan Party 
thereunder whether or not a claim for post-filing or post-petition interest 
is allowed in such proceeding) on the Loans payable by the Borrower under the 
Credit Agreement, when and as due, whether at maturity, by acceleration, upon 
one or more dates set for prepayment or otherwise, and (b) all other amounts 
payable by the Borrower from time to time to any of the Secured Parties under 
the Credit Agreement or any other Loan Document, whether on account of 
principal, interest, reimbursement obligations, fees, indemnities, costs, 
expenses or otherwise (including all fees and disbursements of counsel to any 
of the Secured Parties that are required to be paid by the Borrower pursuant 
to the terms of the Credit Agreement or such other Loan Document) (all of the 
foregoing obligations collectively, the "OBLIGATIONS").



          Accordingly, the Parent and the Borrower, each Subsidiary Guarantor 
and the Collateral Agent agree as follows:

          SECTION 1.  INDEMNITY AND SUBROGATION.  In addition to all such 
rights of indemnity and subrogation as the Subsidiary Guarantors may have 
under applicable law (but subject to Section 3), the Parent and the Borrower 
agree that (a) in the event a payment shall be made by any Subsidiary 
Guarantor under the Guarantee Agreement, the Parent and the Borrower shall 
indemnify such Subsidiary Guarantor for the full amount of such payment and 
such Subsidiary Guarantor shall be subrogated to the rights of the person to 
whom such payment shall have been made to the extent of such payment and (b) 
in the event any assets of any Subsidiary Guarantor shall be sold pursuant to 
any applicable security agreement or similar instrument or agreement to 
satisfy a claim of any Secured Party, the Parent and the Borrower shall 
indemnify such Subsidiary Guarantor in an amount equal to the greater of the 
book value or the fair market value of the assets so sold.

          SECTION 2.  CONTRIBUTION AND SUBROGATION.  Each Subsidiary 
Guarantor agrees (subject to Section 3) that in the event a payment shall be 
made by any Subsidiary Guarantor under the Guarantee Agreement or assets of 
any Subsidiary Guarantor shall be sold pursuant to any applicable security 
agreement or similar instrument or agreement to satisfy a claim of any 
Secured Party, and such Subsidiary Guarantor (the "CLAIMING SUBSIDIARY 
GUARANTOR") shall not have been indemnified by the Parent or the Borrower as 
provided in Section 1, each other Subsidiary Guarantor (a "CONTRIBUTING 
SUBSIDIARY GUARANTOR") shall indemnify the Claiming Subsidiary Guarantor in 
an amount equal to the amount of such payment or the greater of the book 
value or the fair market value of such assets, as the case may be, multiplied 
by a fraction of which the numerator shall be the net worth of the 
Contributing Subsidiary Guarantor on the date of the claim and the 
denominator shall be the aggregate net worth of all the Subsidiary Guarantors 
on the date of the claim.  Any Contributing Subsidiary Guarantor making any 
payment to a Claiming Subsidiary Guarantor pursuant to this Section 2 shall 
be subrogated to the rights of such Claiming Subsidiary Guarantor under 
Section 1 to the extent of such payment.

          SECTION 3.  SUBORDINATION.  Notwithstanding any provision of this 
Agreement to the contrary, all rights of the Subsidiary Guarantors under 
Sections 1 and 2 and all other rights of indemnity, contribution or 
subrogation under applicable law or otherwise shall be fully subordinated to 
the indefeasible payment in full of the Obligations.  No failure on the part 
of the Parent, the Borrower or any Subsidiary Guarantor to make the payments 
required by Sections 1 and 2 (or any other payments required under applicable 
law or otherwise) shall in any respect limit the obligations and liabilities 
of any other Subsidiary Guarantor with respect to the Guarantee Agreement, 
and each Subsidiary Guarantor shall remain liable for the full amount of the 
obligations that such Subsidiary Guarantor has otherwise guaranteed.

          SECTION 4.  TERMINATION.  This Agreement shall terminate when all 
the Obligations have been indefeasibly paid in full, and the Lenders have no 
further Commitments under the Credit Agreement.

          SECTION 5.  CONTINUED EFFECTIVENESS.  The Parent, the Borrower and 
each Subsidiary Guarantor further agree that this Agreement shall continue to 
be effective or be reinstated, as the case may be, if at any time the payment 
of any Obligation, or any part thereof, 

                                       2


by the Parent, the Borrower or any Subsidiary Guarantor is rescinded or must 
otherwise be restored upon the bankruptcy or reorganization of the Parent, 
the Borrower, any Subsidiary Guarantor or otherwise.

          SECTION 6.  GOVERNING LAW; JURISDICTION; CONSENT TO SERVICE OF 
PROCESS.  

          (a)  This Agreement shall be construed in accordance with and 
governed by the law of the State of New York.

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

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

          (d)  Each of the Parent, the Borrower and each Subsidiary Guarantor 
hereby irrevocably appoints and designates CT Corporation System, whose 
address is 1633 Broadway, New York, New York 10019, or any other person 
having and maintaining a place of business in the State of New York whom the 
Parent, the Borrower or the Subsidiary Guarantor may from time to time 
hereafter designate (having given 30 days' notice thereof to the other 
parties hereto), as the true and lawful attorney and duly authorized agent 
for acceptance of service of legal process of such Person.  Without prejudice 
to the foregoing, each party to this Agreement irrevocably consents to 
service of process in the manner provided for notices in Section 8.  Nothing 
in this Agreement or any other Loan Document will affect the right of any 
party to this Agreement to serve process in any other manner permitted by law.

          SECTION 7.  WAIVERS; AMENDMENT.  

          (a)  No failure or delay of any Secured Party or any Guarantor in 
exercising any power or right hereunder shall operate as a waiver thereof, 
nor shall any single or partial exercise of any such right or power or any 
abandonment or discontinuance of steps to enforce 

                                       3


such a right or power preclude any other or further exercise thereof or the 
exercise of any other right or power.  The rights and the remedies of the 
Secured Parties under the Loan Documents are cumulative and are not exclusive 
of any rights or remedies that they would otherwise have.  No waiver of any 
provisions of this Agreement or consent to any departure by any Subsidiary 
Guarantor therefrom shall in any event be effective unless the same shall be 
permitted by paragraph (b) below, and then such waiver or consent shall be 
effective only in the specific instance and for the purpose for which given.  
No notice or demand on any Subsidiary Guarantor in any case shall entitle 
such Subsidiary Guarantor to any other or further notice or demand in similar 
or other circumstances.

          (b)  Except for the operation of Section 15 of this Agreement, 
neither this Agreement nor any provision hereof may be waived, amended or 
modified except pursuant to a written agreement entered into between the 
Subsidiary Guarantors and the Collateral Agent, with the prior written 
consent of the Required Lenders.

          SECTION 8.  NOTICES. All notices and other communications to any 
party hereto hereunder shall be given or made in the manner provided in the 
Credit Agreement to such party at its address set forth therein, or in the 
case of any Subsidiary Guarantor, in care of the Borrower at its address set 
forth therein, or in the case of any party hereto, to such other address as 
such party may have provided by notice to the other parties hereto.

          SECTION 9.  BINDING AGREEMENT; ASSIGNMENTS.  This Agreement shall 
become effective as to any of the Parent, the Borrower and the Subsidiary 
Guarantors when a counterpart hereof executed on behalf of such Person shall 
have been delivered to the Collateral Agent and a counterpart hereof shall 
have been executed on behalf of the Collateral Agent, and thereafter shall be 
binding upon such person and the Collateral Agent and their respective 
successors and permitted assigns, and shall inure to the benefit of the 
Agents and the Lenders, and their respective successors and permitted 
assigns, except that no such person shall have the right to assign its rights 
hereunder or any interest herein (and any such attempted assignment shall be 
void), except as expressly contemplated by this Agreement or the other Loan 
Documents.

          SECTION 10. SUCCESSORS AND ASSIGNS.  Whenever in this Agreement any 
of the parties hereto is referred to, such reference shall be deemed to 
include the successors and permitted assigns of such party, and all 
covenants, promises and agreements by or on behalf of each of the Parent, the 
Borrower, each Subsidiary Guarantor and the Collateral Agent that are 
contained in this Agreement shall bind and inure to the benefit of their 
respective successors and permitted assigns.

          SECTION 11. SURVIVAL OF AGREEMENT; SEVERABILITY.  

          (a)  All covenants, agreements, representations and warranties made 
by each of the Parent, the Borrower and each Subsidiary Guarantor herein and 
in any certificates or other instruments prepared or delivered in connection 
with or pursuant to this Agreement or any other Loan Document shall be 
considered to have been relied upon by the Secured Parties and each 
Subsidiary Guarantor and shall survive the making by the Lenders of the Loans 
and the execution and delivery to the Lenders of the Loan Documents, 
regardless of any investigation made by the Lenders or on their behalf, and 
shall continue in full force and effect as long as the 

                                       4


principal of or any accrued interest on any Loan or any fee or any other 
amount payable under, or in respect of, this Agreement or under any of the 
other Loan Documents is outstanding and unpaid and so long as the Commitments 
have not been terminated.

          (b)  If any provision hereof is invalid and unenforceable in any 
jurisdiction, then, to the fullest extent permitted by law, (i) the other 
provisions hereof shall remain in full force and effect in such jurisdiction 
and shall be liberally construed in favor of the Collateral Agent and the 
other Secured Parties in order to carry out the intentions of the parties 
hereto as nearly as may be possible; and (ii) the invalidity or 
unenforceability of any provision hereof in any jurisdiction shall not affect 
the validity or enforceability of such provision in any other jurisdiction.

          SECTION 12. COUNTERPARTS.  This Agreement may be executed in two or 
more counterparts, each of which shall constitute an original, but all of 
which, when taken together, shall constitute but one instrument.

          SECTION 13. RULES OF INTERPRETATION.  The rules of interpretation 
specified in Section 1.03 of the Credit Agreement shall be applicable to this 
Agreement.

          SECTION 14. WAIVER OF JURY TRIAL.  EACH PARTY HERETO HEREBY WAIVES, 
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A 
TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT 
OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT.  EACH PARTY HERETO (A) 
CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS 
REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE 
EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) 
ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER 
INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND 
CERTIFICATIONS IN THIS SECTION 14.

          SECTION 15. ADDITIONAL SUBSIDIARY GUARANTORS.  Pursuant to Section 
5.14 of the Credit Agreement, each Subsidiary (an "ADDITIONAL SUBSIDIARY") 
that was not in existence or not a subsidiary on the date thereof is required 
to enter into this Agreement as a Subsidiary Guarantor upon becoming a 
subsidiary. Upon execution and delivery, after the date hereof, by the 
Collateral Agent and an Additional Subsidiary of an instrument in the form of 
Annex 1, such Additional Subsidiary shall become a Subsidiary Guarantor 
hereunder with the same force and effect as if originally named as a 
Subsidiary Guarantor hereunder.  The execution and delivery of any such 
instrument shall not require the consent of any Subsidiary Guarantor 
hereunder.  The rights and obligations of each Subsidiary Guarantor hereunder 
shall remain in full force and effect notwithstanding the addition of any 
Additional Subsidiary as a party to this Agreement.

                                       5


          SECTION 16. HEADINGS.  Article and Section headings used herein are 
for convenience of reference only, are not part of this Agreement and are not 
to affect the construction of, or to be taken into consideration in 
interpreting, this Agreement.















                           (Signatures Follow on Next Page)
















                                       6


          IN WITNESS WHEREOF, the parties hereto have caused this Indemnity, 
Subrogation and Contribution Agreement to be executed by their duly 
authorized officers as of the date first appearing above.

                              JATO COMMUNICATIONS CORP.
                              
                              
                              By:
                                 ------------------------------------
                              Name:
                              Title:

                              JATO OPERATING CORP.
                              
                              
                              By:
                                 ------------------------------------
                              Name:
                              Title:

                              STATE STREET BANK AND TRUST COMPANY, as Collateral
                              Agent
                              
                              
                              By
                                -------------------------------------
                              Name:
                              Title:



                                                                      SCHEDULE I
                                                        TO INDEMNITY SUBROGATION
                                                      AND CONTRIBUTION AGREEMENT

                                SUBSIDIARY GUARANTORS


None.



                                                                      ANNEX I TO
                                                          INDEMNITY, SUBROGATION
                                                      AND CONTRIBUTION AGREEMENT

          SUPPLEMENT NO. _____, dated as of [__________________], to the 
Indemnity, Subrogation and Contribution Agreement, dated as of as of July 14, 
1999 (the "INDEMNITY, SUBROGATION AND CONTRIBUTION AGREEMENT"), among JATO 
COMMUNICATIONS CORP., a Delaware corporation (the "PARENT"), JATO OPERATING 
CORP., a Delaware corporation (the "BORROWER"), each of the Subsidiary 
Guarantors (each capitalized term used but not defined having the meaning 
given it in the Indemnity, Subrogation and Contribution Agreement or the 
Credit Agreement (defined below)) party thereto and STATE STREET BANK AND 
TRUST COMPANY, as Collateral Agent (the "COLLATERAL AGENT") for the Lenders.

          A.   Reference is made to the Credit Agreement, dated as of July 
14, 1999 (as the same may be amended, supplemented or otherwise modified from 
time to time, the "CREDIT AGREEMENT"), among the Borrower, the Parent, the 
Lenders party thereto, the Collateral Agent, and Lucent Technologies Inc., as 
the Administrative Agent.

          B.   Certain Subsidiary Guarantors, among others, have entered into 
the Indemnity, Subrogation and Contribution Agreement in order to induce the 
Lenders to make Loans pursuant to, and upon the terms and subject to the 
conditions specified in, the Credit Agreement.  Pursuant to Section 5.14 of 
the Credit Agreement, promptly after its creation or acquisition, each 
Additional Subsidiary is required to become a party to the Indemnity, 
Subrogation and Contribution Agreement as a Subsidiary Guarantor.  Section 15 
of the Indemnity, Subrogation and Contribution Agreement provides that 
Additional Subsidiaries may become Subsidiary Guarantors under the Indemnity, 
Subrogation and Contribution Agreement by execution and delivery of an 
instrument in the form of this Supplement.  The undersigned (the "NEW 
SUBSIDIARY GUARANTOR") is an Additional Subsidiary and is executing this 
Supplement in accordance with the requirements of the Credit Agreement to 
become a Subsidiary Guarantor under the Indemnity, Subrogation and 
Contribution Agreement in order to induce the Lenders to make additional 
Loans and as consideration for Loans previously made.

          Accordingly, the Collateral Agent and the New Subsidiary Guarantor 
agree as follows:

          SECTION 1.  In accordance with Section 15 of the Indemnity, 
Subrogation and Contribution Agreement, the New Subsidiary Guarantor by its 
signature below becomes a Subsidiary Guarantor under the Indemnity, 
Subrogation and Contribution Agreement with the same force and effect as if 
originally named therein as a Subsidiary Guarantor and the New Subsidiary 
Guarantor hereby agrees to all the terms and provisions of the Indemnity, 
Subrogation and Contribution Agreement applicable to it as a Subsidiary 
Guarantor thereunder.  Each reference to a "Subsidiary Guarantor" in the 
Indemnity, Subrogation and Contribution Agreement shall be deemed to include 
the New Subsidiary Guarantor.  The Indemnity, Subrogation and Contribution 
Agreement is hereby incorporated herein by reference.



          SECTION 2.  The New Subsidiary Guarantor represents and warrants to 
the Lenders and the Agents that this Supplement has been duly authorized, 
executed and delivered by it and constitutes its legal, valid and binding 
obligation, enforceable against it in accordance with its terms, subject to 
the effects of applicable bankruptcy, insolvency or similar laws affecting 
creditors' rights generally and equitable principles of general applicability.

          SECTION 3.  This Supplement may be executed in two or more 
counterparts, each of which shall constitute an original, but all of which, 
when taken together, shall constitute but one instrument.  This Supplement 
shall become effective when the Collateral Agent shall have received 
counterparts of this Supplement that, when taken together, bear the 
signatures of the New Subsidiary Guarantor and the Collateral Agent.

          SECTION 4.  Except as expressly supplemented hereby, the Indemnity, 
Subrogation and Contribution Agreement shall remain in full force and effect.

          SECTION 5.  THIS SUPPLEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN 
ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

          SECTION 6.  If any one or more of the provisions contained in this 
Supplement should be held invalid, illegal or unenforceable in any respect, 
neither party hereto shall be required to comply with such provision for so 
long as such provision is held to be invalid, illegal or unenforceable, but 
the validity, legality and enforceability of the remaining provisions 
contained herein and in the Indemnity, Subrogation and Contribution Agreement 
shall not in any way be affected or impaired.  The parties hereto shall 
endeavor in good faith negotiations to replace the invalid, illegal or 
unenforceable provisions with valid provisions the economic effect of which 
comes as close as possible to that of the invalid, illegal or unenforceable 
provisions.

          SECTION 7.  All notices and other communications hereunder to any 
party to the Indemnity, Subrogation and Contribution Agreement shall be given 
or made in the manner provided in the Credit Agreement to such party at its 
address set forth therein, or in the case of any New Subsidiary Guarantor, in 
care of the Borrower at its address set forth therein, or in the case of any 
party hereto, to such other address as such party may have provided by notice 
to the other parties hereto.

                                       2


          IN WITNESS WHEREOF, the New Subsidiary Guarantor and the Collateral 
Agent have duly executed this Supplement to the Indemnity, Subrogation and 
Contribution Agreement as of the day and year first above written.

                              [NAME OF NEW SUBSIDIARY
                              GUARANTOR]
                              
                              By:                           
                                 ------------------------------------
                              Name:
                              Title:
                                        
                              

                              STATE STREET BANK AND TRUST COMPANY, as Collateral
                              Agent
                                   
                              By:                           
                                 ------------------------------------
                              Name
                              Title:
                              











                                       3


                                                                       EXHIBIT D

                                       
                   [FORM OF SECURITY AGREEMENT (BORROWER)]
                                       
                        SECURITY AGREEMENT (BORROWER)

     This SECURITY AGREEMENT (BORROWER), dated as of July 14, 1999, is made 
between JATO OPERATING CORP., a Delaware corporation (with its successors, 
the "Company") and STATE STREET BANK AND TRUST COMPANY, as Collateral Agent 
for the Administrative Agent and the Lenders (each term as defined below) 
(with its successors in such capacity, the "Collateral Agent").

                                  WITNESSETH:

     WHEREAS, the Company, Jato Communications Corp. (the "Parent"), certain 
lenders (the "Lenders"), the Collateral Agent, and Lucent Technologies Inc., 
as administrative agent (the "Administrative Agent"), are parties to a Credit 
Agreement dated as of July 14, 1999 (as the same may be amended, restated or 
supplemented and in effect from time to time, the "Credit Agreement"), 
providing, subject to the terms and conditions thereof, for extensions of 
credit to be made by the Lenders to the Company;

     WHEREAS, in order to induce the Lenders and the Administrative Agent to 
enter into the Credit Agreement, the Company has agreed to grant a continuing 
security interest in and to the Collateral (as defined below) to secure its 
obligations under the Loan Documents (as defined below), including, without 
limitation, its obligations under the Credit Agreement; and

     WHEREAS, the Lenders have appointed the Collateral Agent to act as their 
collateral agent in connection with the foregoing transactions;

     NOW, THEREFORE, in consideration of the premises and other good and 
valuable consideration, the receipt and sufficiency of which are hereby 
acknowledged, the parties hereto agree as follows:

          SECTION 1.  DEFINITIONS.  Terms defined in the Credit Agreement and 
not otherwise defined herein have, as used herein, the respective meanings 
provided for therein.  The following additional terms, as used herein, have 
the following respective meanings:

     "ACCOUNTS" means all "ACCOUNTS" (as defined in the UCC) now owned or 
hereafter acquired by the Company and shall also mean and include all 
accounts receivable, contract rights, book debts, notes, drafts and other 
obligations or indebtedness owing to the Company arising from the sale, lease 
or exchange of goods or other property by it or the performance of services 
by it or both (including, without limitation, any such obligation which might 
be characterized as an account, contract right or general intangible under 
the Uniform Commercial Code in effect in any jurisdiction) and all of the 
Company's rights in, to and under all purchase orders for goods, services or 
other property, and all of the Company's rights to any goods, 



services or other property represented by any of the foregoing (including 
returned or repossessed goods and unpaid sellers' rights of rescission, 
replevin, reclamation and rights to stoppage in transit) and all monies due 
to or to become due to the Company under all contracts for the sale, lease or 
exchange of goods or other property or the performance of services by it or 
both (whether or not yet earned by performance on the part of the Company), 
in each case whether now in existence or hereafter arising or acquired 
including, without limitation, the right to receive the proceeds of said 
purchase orders and contracts and all collateral security and guarantees of 
any kind given by any Person with respect to any of the foregoing.

     "COLLATERAL" has the meaning set forth in Section 3(a).

     "COLLATERAL ACCOUNT" has the meaning set forth in Section 5(a).

     "COPYRIGHT LICENSE" means any agreement now or hereafter in existence 
granting to the Company, or pursuant to which the Company has granted to any 
other Person, any right to use, copy, reproduce, distribute, prepare 
derivative works, display or publish any records or other materials on which 
a Copyright is in existence or may come into existence.

     "COPYRIGHT SECURITY AGREEMENT" means a Copyright Security Agreement 
executed and delivered by the Company in favor of the Collateral Agent, for 
the benefit of the Secured Parties, substantially in the form of Exhibit D 
hereto, as the same may be amended from time to time.

     "COPYRIGHTS" means all the following: (i) all copyrights under the laws 
of the United States or any other country (whether or not the underlying 
works of authorship have been published), all registrations and recordings 
thereof, all intellectual property rights to works of authorship (whether or 
not published), and all applications for copyrights under the laws of the 
United States or any other country, including, without limitation, 
registrations, recordings and applications in the United States Copyright 
Office or in any similar office or agency of the United States, any State 
thereof or any other country or any political subdivision thereof, (ii) all 
reissues, renewals and extensions thereof, (iii) all claims for, and rights 
to sue for, past or future infringements of any of the foregoing, and (iv) 
all income, royalties, damages and payments now or hereafter due or payable 
with respect to any of the foregoing, including, without limitation, damages 
and payments for past or future infringements thereof.

     "DEPOSIT ACCOUNTS" shall mean all deposit accounts (as defined in the 
UCC) of the Company including, without limitation, any demand, time, savings, 
passbook or like account maintained by the Company with any bank, savings and 
loan association, credit union or like organization, and all money, cash and 
cash equivalents of the Company, whether or not deposited in any such deposit 
account, and all certificates and instruments, if any, from time to time 
representing, evidencing or deposited into such accounts.

     "DOCUMENTS" means all "DOCUMENTS" (as defined in the UCC) or other 
receipts covering, evidencing or representing goods, now owned or hereafter 
acquired, by the Company.

     "EQUIPMENT" means all "EQUIPMENT" (as defined in the UCC) now owned or 
hereafter acquired by the Company, including, without limitation, all motor 
vehicles, trucks, and trailers other than equipment acquired in connection 
with Indebtedness of the type permitted under Section 6.01(iv) of the Credit 
Agreement.

                                       2


     "EXCLUDED CONTRACTS" shall mean one or more contracts which by their 
terms would be breached by the grant of the security interests created 
therein pursuant to the terms of this Agreement or with respect to which the 
granting of a security interest is prohibited under applicable law (it being 
understood and agreed, however, that notwithstanding the foregoing, all 
rights to payment for money due or to become due pursuant to any Excluded 
Contract shall be subject to the security interests created pursuant to this 
Agreement).

     "GENERAL INTANGIBLES" means all "GENERAL INTANGIBLES" (as defined in the 
UCC) now owned or hereafter acquired by the Company, including, without 
limitation, (i) all obligations or indebtedness owing to the Company (other 
than Accounts) from whatever source arising, (ii) all Copyright Licenses, 
Copyrights, Patent Licenses, Patents, Trademark Licenses, Trademarks, rights 
in intellectual property, goodwill, trade names, service marks, trade 
secrets, permits and licenses, (iii) all rights or claims in respect of 
refunds for taxes paid and (iv) all rights in respect of any pension plan or 
similar arrangement maintained for employees of any member of the Loan 
Parties other than general intangibles acquired in connection with 
Indebtedness of the type permitted under Section 6.01(iv) of the Credit 
Agreement.

     "INSTRUMENTS" means all "INSTRUMENTS", "CHATTEL PAPER" or "LETTERS OF 
CREDIT" (each as defined in the UCC) evidencing, representing, arising from 
or existing in respect of, relating to, securing or otherwise supporting the 
payment of, any of the Accounts, including (but not limited to) promissory 
notes, drafts, bills of exchange and trade acceptances, now owned or 
hereafter acquired by the Company, but Instruments shall exclude Instruments 
representing Indebtedness to the extent pledged pursuant to the Pledge 
Agreement (Borrower).

     "INVENTORY" means all "INVENTORY" (as defined in the UCC), now owned or 
hereafter acquired by the Company, wherever located, and shall also mean and 
include, without limitation, all raw materials and other materials and 
supplies, work-in-process and finished goods and any products made or 
processed therefrom and all substances, if any, commingled therewith or added 
thereto other than inventory acquired in connection with Indebtedness of the 
type permitted under Section 6.01(iv) of the Credit Agreement.

     "INVESTMENT PROPERTY" shall mean and include all of the Company's 
investment property (as defined in the UCC) and all of the Company's other 
securities (whether certificated or uncertificated), security entitlements, 
financial assets, securities accounts, commodity contracts, and commodity 
accounts (as each such term is defined in the UCC), including all 
substitutions and additions thereto, all dividends, distributions and sums 
distributable or payable from, upon, or in respect of such property, and all 
rights and privileges incident to such property, but Investment Property 
shall exclude the Company's interest in its Subsidiaries to the extent 
pledged pursuant to the Pledge Agreement (Borrower).

     "LICENSES" means any license, approval or other authorization issued by 
the Federal Communications Commission or any state public utility commission 
or any other Governmental Authority having jurisdiction over the 
telecommunications business.

     "LIQUID INVESTMENTS" means an investment meeting the criteria set forth 
in Section 5(e).

                                       3


     "LOCKBOX ACCOUNT" means a "Lockbox Account" established under a Lockbox 
Agreement.

     "LOCKBOX AGREEMENT" means a Lockbox Agreement among the Company, the 
Collateral Agent and a Lockbox Bank substantially in the form of Exhibit F 
hereto or otherwise in form and substance reasonably satisfactory to the 
Collateral Agent.

     "LOCKBOX BANK" means a "money center" commercial bank selected by the 
Company and satisfactory to the Collateral Agent, and each such other bank as 
may from time to time enter into a Lockbox Agreement.

     "PATENT LICENSE" means any agreement now or hereafter in existence 
granting to the Company, or pursuant to which the Company has granted to any 
other Person, any right with respect to any Patent or any invention now or 
hereafter in existence, whether patentable or not, whether a patent or 
application for patent is in existence on such invention or not, and whether 
a patent or application for patent on such invention may come into existence, 
including, without limitation, the agreements identified in Schedule I to 
Exhibit B hereto.

     "PATENTS" means all the following: (i) all letters patent and design 
letters patent of the United States or any other country and all applications 
for letters patent and design letters patent of the United States or any 
other country, including, without limitation, applications in the United 
States Patent and Trademark Office or in any similar office or agency of the 
United States, any State thereof or any other country or any political 
subdivision thereof, including, without limitation, those described in 
Schedule I to Exhibit B hereto, (ii) all reissues, divisions, continuations, 
continuations-in-part, renewals and extensions thereof, (iii) all claims for, 
and rights to sue for, past or future infringements of any of the foregoing 
and (iv) all income, royalties, damages and payments now or hereafter due or 
payable with respect to any of the foregoing, including, without limitation, 
damages and payments for past or future infringements thereof.

     "PATENT SECURITY AGREEMENT" means a Patent Security Agreement executed 
and delivered by the Company in favor of the Collateral Agent, for the 
benefit of the Secured Parties, substantially in the form of Exhibit B 
hereto, as the same may be amended from time to time.

     "PERFECTION CERTIFICATE" means a certificate substantially in the form 
of Exhibit A hereto, completed and supplemented with the schedules and 
attachments contemplated thereby to the satisfaction of the Collateral Agent, 
and duly executed by any authorized officer of the Company.

     "PERMITTED LIENS" means the Security Interests and the other Liens on 
the Collateral permitted to be created, assumed or exist pursuant to Section 
6.02 of the Credit Agreement.

     "PROCEEDS" means all proceeds of, and all other profits, products, 
rentals or receipts, in whatever form, arising from the collection, sale, 
lease, exchange, assignment, licensing or other disposition of, or other 
realization upon, collateral, including, without limitation, all claims of 
the Company against third parties for loss of, damage to or destruction of, 
or for proceeds payable under, or unearned premiums with respect to, policies 
of insurance in respect of, any collateral, 

                                       4


and any condemnation or requisition payments with respect to any collateral, 
in each case whether now existing or hereafter arising.

     "SECURED OBLIGATIONS" means the obligations secured under this 
Agreement, including (a) all principal of and interest (including, without 
limitation, any interest which accrues after the commencement of any case, 
proceeding or other action relating to the bankruptcy, insolvency or 
reorganization of the Company, whether or not allowed or allowable as a claim 
in any such case, proceeding or other action) on any Loan to the Company 
under the Credit Agreement; (b) all other amounts payable by the Company 
hereunder or under any other Loan Document; and (c) any renewals or 
extensions of any of the foregoing.

     "SECURED PARTIES" means (i) the Lenders, (ii) the Administrative Agent 
and (iii) the Collateral Agent.

     "SECURITY INTERESTS" means the security interests granted pursuant to 
Section 3, as well as all other security interests created or assigned as 
additional security for the Secured Obligations pursuant to the provisions of 
this Agreement.

     "TRADEMARK LICENSE" means any agreement now or hereafter in existence 
granting to the Company, or pursuant to which the Company has granted to any 
other Person, any right to use any Trademark, including, without limitation, 
the agreements identified on Schedule I to Exhibit C hereto.

     "TRADEMARKS" means all of the following: (i) all trademarks, trade 
names, corporate names, company names, business names, fictitious business 
names, trade styles, service marks, logos, brand names, trade dress, prints 
and labels on which any of the foregoing have appeared or appear, package and 
other designs, and any other source or business identifiers, and general 
intangibles of like nature, and the rights in any of the foregoing which 
arise under applicable law, (ii) the goodwill of the business symbolized 
thereby or associated with each of them, (iii) all registrations and 
applications in connection therewith, including, without limitation, 
registrations and applications in the United States Patent and Trademark 
Office or in any similar office or agency of the United States, any State 
thereof or any other country or any political subdivision thereof, (iv) all 
reissues, extensions and renewals thereof, (v) all claims for, and rights to 
sue for, past or future infringements of any of the foregoing and (vi) all 
income, royalties, damages and payments now or hereafter due or payable with 
respect to any of the foregoing, including, without limitation, damages and 
payments for past or future infringements thereof.

     "TRADEMARK SECURITY AGREEMENT" means a Trademark Security Agreement 
executed and delivered by the Company in favor of the Collateral Agent, for 
the benefit of the Secured Parties, substantially in the form of Exhibit C 
hereto, as the same may be amended from time to time.

     "UCC" means the Uniform Commercial Code as in effect on the date hereof 
in the State of New York; PROVIDED that if by reason of mandatory provisions 
of law, the perfection or the effect of perfection or non-perfection of the 
Security Interest in any Collateral is governed by the Uniform Commercial 
Code as in effect in a jurisdiction other than New York, "UCC" means the 
Uniform Commercial Code as in effect in such other jurisdiction for purposes 
of the provisions hereof relating to such perfection or effect of perfection 
or non-perfection.

                                       5


          SECTION 2.  REPRESENTATIONS AND WARRANTIES.  The Company represents 
and warrants as follows:

     (a)  The Company has good and marketable title to all of the Collateral, 
free and clear of any Liens other than the Permitted Liens.  All actions have 
been taken that are necessary under the UCC to perfect its interest in any 
Accounts in which it has an interest, as against its assignors and creditors 
of its assignors.

     (b)  The Company has not performed any acts which might prevent the 
Collateral Agent from enforcing any of the terms of this Agreement or which 
would limit the Collateral Agent in any such enforcement.  Other than 
financing statements or other similar or equivalent documents or instruments 
with respect to the Security Interests and Permitted Liens, no financing 
statement, mortgage, security agreement or similar or equivalent document or 
instrument covering all or any part of the Collateral is on file or of record 
in any jurisdiction in which such filing or recording would be effective to 
perfect a Lien on such Collateral.  No Collateral is in the possession of any 
Person (other than the Company) asserting any claim thereto or security 
interest therein, except that the Collateral Agent or its designee may have 
possession of Collateral as contemplated hereby.  

     (c)  Not later than the date of the first borrowing under the Credit 
Agreement, the Company shall deliver the Perfection Certificate to the 
Collateral Agent.  The information set forth therein shall be correct and 
complete.  Not later than 60 days following the date of the first Borrowing, 
the Company shall furnish to the Collateral Agent file search reports from 
each filing office set forth in Schedule 7 to the Perfection Certificate or 
other evidence satisfactory to the Collateral Agent, acting on behalf of the 
Required Lenders confirming the filing information set forth in such Schedule.

     (d)  The Security Interests constitute valid security interests under 
the UCC securing the Secured Obligations to the extent that a security 
interest may be created in the Collateral under the UCC.  When the Patent 
Security Agreement and the Trademark Security Agreement have been filed with 
the United States Patent and Trademark Office, the Security Interests shall 
constitute perfected security interests in all right, title and interest of 
the Company in Patents or Trademarks, prior to all other Liens and rights of 
others therein except for Permitted Liens to the extent that a perfected 
security interest may be created in such Collateral under the U.S. Patent Act 
or the Lanham Act.  When the Copyright Security Agreement has been filed with 
the United States Copyright Office, the Security Interests shall constitute 
perfected security interests in all right, title and interest of the Company 
in Copyrights, prior to all other Liens and rights of others therein except 
for the Permitted Liens to the extent that a perfected security interest may 
be created in such Collateral under the U.S. Copyright Act.

     (e)  Other than those listed on Schedule I to the Copyright Security 
Agreement, Schedule I to the Trademark Security Agreement, and Schedule I to 
the Patent Security Agreement delivered on the date hereof (as the same may 
be modified from time to time), the Company has no Copyright Licenses, 
Copyrights, Patent Licenses, Patents, Trademark Licenses or Trademarks.

                                       6


          SECTION 3.  THE SECURITY INTERESTS. (a) In order to secure the full 
and punctual payment of the Secured Obligations in accordance with the terms 
thereof, and to secure the performance of all of the obligations of the 
Company hereunder and under the other Loan Documents, the Company hereby 
pledges, hypothecates, assigns by way of security, transfers and grants to 
the Collateral Agent for the ratable benefit of the Secured Parties a 
continuing security interest in and to all right, title and interest of the 
Company in and to the following property, whether now owned or existing or 
hereafter acquired or arising and regardless of where located (all being 
collectively referred to as the "Collateral"):

          (i)    Accounts;

          (ii)   Inventory;

          (iii)  General Intangibles;

          (iv)   Documents;

          (v)    Instruments;

          (vi)   Equipment;

          (vii)  Investment Property;

          (viii) Deposit Accounts;

          (ix)   The Collateral Account, all cash deposited therein from time 
to time, the Liquid Investments made pursuant to Section 5(e) and other 
monies and property of any kind of the Company in the possession or under the 
control of the Collateral Agent;

          (x)    All books and records (including, without limitation, 
customer lists, marketing information, credit files, price lists, operating 
records, vendor and supplier price lists, sales literature, computer 
programs, printouts and other computer materials and records) of the Company 
pertaining to any of the Collateral;

          (xi)   All Proceeds of, attachments or accessions to, or 
substitutions for, all or any of the Collateral described in clauses (i) 
through (x) hereof;

PROVIDED, HOWEVER, the Collateral shall not include any Excluded Contracts.

     (b)  The Security Interests are granted as security only and shall not 
subject the Collateral Agent or any other Secured Party to, or transfer or in 
any way affect or modify, any obligation or liability of the Company with 
respect to any of the Collateral or any transaction in connection therewith.

     (c)  Notwithstanding anything herein or in the other Loan Documents to 
the contrary, to the extent this Agreement or any other Security Document 
purports to grant to the Collateral Agent a Lien in any License held directly 
or indirectly by the Company or any of its Subsidiaries, now owned or 
hereafter acquired, the Collateral Agent shall only have a Lien in 

                                       7


such Licenses at such times and to the extent that a Lien in such Licenses is 
permitted under applicable law; PROVIDED, that any such Lien shall to the 
extent permitted by applicable law be deemed effective as of the later of (i) 
the Effective Date or (ii) the date on which the Company was assigned, or 
acquired control over, the applicable License.  

          SECTION 4.     FURTHER ASSURANCES; COVENANTS. (a) (i) The Company 
will not establish or change (A) the location of its chief executive office 
or its chief place of business or (B) except for sales in the ordinary course 
of business, the locations where it keeps or holds any Collateral or records 
relating thereto from the applicable location described in the Perfection 
Certificate unless it shall have given the Collateral Agent notice thereof 
and an opinion of counsel with respect thereto in accordance with Section 
4(k).  The Company shall not in any event change the location of any 
Collateral if such change would cause the Security Interests in such 
Collateral to lapse or cease to be perfected.

          (ii)   The Company will not change its name, identity or corporate 
structure (except as expressly permitted in the Credit Agreement) in any 
manner unless it shall have given the Collateral Agent prior notice thereof 
and delivered an opinion of counsel with respect thereto in accordance with 
Section 4(k).

     (b)  The Company will, from time to time, at its expense, execute, 
deliver, file and record any statement, assignment, instrument, document, 
agreement or other paper and take any other action (including, without 
limitation, any filings with the United States Patent and Trademark Office 
(including without limitation, a Patent Security Agreement and a Trademark 
Security Agreement), any filings with the United States Copyright Office 
(including without limitation a Copyright Security Agreement), any filings of 
financing or continuation statements under the UCC and any filings in, or 
agreements governed by the laws of, any foreign jurisdictions) that from time 
to time may be necessary or desirable, or that the Collateral Agent 
reasonably may request, in order to create, preserve, upgrade in rank (to the 
extent required hereby), perfect, confirm or validate the Security Interests 
or to enable the Collateral Agent and the other Secured Parties to obtain the 
full benefits of this Agreement, or to enable the Collateral Agent to 
exercise and enforce, or facilitate the exercise and enforcement of, any of 
its rights, powers and remedies hereunder with respect to any of the 
Collateral.  To the extent permitted by law, the Company hereby authorizes 
the Collateral Agent to execute and file financing statements or continuation 
statements without the Company's signature appearing thereon. The Company 
agrees that a carbon, photographic or other reproduction of this Agreement or 
of a financing statement is sufficient as a financing statement. The Company 
shall pay the costs of, or incidental to, any recording or filing of any 
financing or continuation statements concerning the Collateral.

     (c)  If any Collateral is at any time in the possession or control of 
any warehouseman, bailee or any of the Company's agents or processors, the 
Company shall, upon the request of the Collateral Agent acting on the 
instructions of the Required Lenders, notify such warehouseman, bailee, agent 
or processor of the Security Interests created hereby and instruct such 
Person to hold all such Collateral for the Collateral Agent's account subject 
to the Collateral Agent's instructions.

                                       8


     (d)  The Company shall keep full and accurate books and records relating 
to the Collateral, and stamp or otherwise mark such books and records in such 
manner as the Required Lenders may reasonably request in order to reflect the 
Security Interests.  The Company shall provide the Collateral Agent with 
reasonable access to such books and records during normal business hours in 
accordance with Section 5.08 of the Credit Agreement.

     (e)  The Company will immediately deliver and pledge each Instrument 
constituting Collateral to the Collateral Agent (other than checks and drafts 
constituting payments in respect of Accounts, as to which the provisions of 
Section 5(b) shall apply), in each case appropriately endorsed to the 
Collateral Agent; PROVIDED that so long as no Event of Default (as defined 
under the Credit Agreement) shall have occurred and be continuing, the 
Company may retain any Instruments (i) that in the aggregate have a principal 
or face amount of $1,000 or less or (ii) in which a security interest has 
been and continues to be effectively created and perfected in favor of the 
Collateral Agent under the other Security Documents, and the Collateral Agent 
shall, promptly upon request of the Company, make appropriate arrangements 
for making any Instrument pledged by the Company and delivered to the 
Collateral Agent available to it for purposes of presentation, collection or 
renewal (any such arrangement to be effected, to the extent deemed 
appropriate to the Collateral Agent, against trust receipt or like document). 
All certificates or instruments representing or evidencing Investment 
Property (other than Investment Property held by a securities intermediary, a 
commodities intermediary or another financial intermediary) shall be 
delivered to and held by or on behalf of the Collateral Agent, for the 
ratable benefit of the Secured Parties, pursuant hereto and shall be in 
suitable form for transfer by delivery, duly endorsed and shall be 
accompanied by undated duly executed instruments of transfer or assignment in 
blank, with signatures appropriately guaranteed, and accompanied in each case 
by any required transfer tax stamps, all in form and substance satisfactory 
to the Collateral Agent. With respect to any Investment Property held by a 
securities intermediary, commodity intermediary or other financial 
intermediary of any kind, the Company shall execute and deliver, and shall 
cause any such intermediary to execute and deliver, a securities control 
agreement ("Securities Control Agreement") among the Company, the Collateral 
Agent, and such intermediary substantially in the form of Exhibit G which 
provides, among other things, for the intermediary's agreement that it will 
comply with such entitlement orders, and apply any value distributed on 
account o any Investment Property maintained in an account with such 
intermediary, as directed by the Collateral Agent without further consent by 
the Company.  The Collateral Agent shall have the right, at any time in its 
discretion and without notice to the Company after the occurrence and during 
the continuance of an Event of Default, to cause any or all of the Investment 
Property to be transferred of record into the name of the Collateral Agent or 
its nominee.

     (f)  The Company shall use its best efforts to cause to be collected 
from its account debtors, as and when due, any and all amounts owing under or 
on account of each Account constituting Collateral (including, without 
limitation, Accounts which are delinquent, such Accounts to be collected in 
accordance with lawful collection procedures) and to apply forthwith upon 
receipt thereof all such amounts as are so collected to the outstanding 
balance of such Account. Unless an Event of Default (as defined under the 
Credit Agreement) has occurred and is continuing and the Collateral Agent is 
exercising its rights hereunder to collect Accounts, the Company may allow in 
the ordinary course of business as adjustments to amounts owing under its 
Accounts constituting Collateral (i) an extension or renewal of the time or 
times of payment, 

                                       9


or settlement for less than the total unpaid balance, which the Company finds 
appropriate in accordance with sound business judgment and (ii) a refund or 
credit due as a result of returned or damaged merchandise or deficient 
service, all in accordance with the Company's ordinary course of business 
consistent with its historical collection practices.  The costs and expenses 
(including, without limitation, reasonable attorney's fees) of collection, 
whether incurred by the Company or the Collateral Agent, shall be borne by 
the Company.

     (g)  Upon the occurrence and during the continuance of any Event of 
Default under the Credit Agreement, upon the request of the Required Lenders 
acting through the Collateral Agent, the Company will promptly notify (and 
the Company hereby authorizes the Collateral Agent so to notify) each account 
debtor in respect of any Account or Instrument constituting Collateral that 
such Collateral has been assigned to the Collateral Agent hereunder, and that 
any payments due or to become due in respect of such Collateral are to be 
made directly to the Collateral Agent or its designee.

     (h)  The Company shall, (i) as soon as practicable after the date 
hereof, in the case of Equipment now owned constituting goods in which a 
security interest is perfected by a notation on the certificate of title or 
similar evidence of the ownership of such goods (unless such security 
interest may otherwise be perfected and is so perfected), and (ii) within 10 
days of acquiring any other similar Equipment, in each case, (a) having a 
value in excess of $25,000 or (b) having a value in excess of $10,000, if the 
aggregate of all such items owned by the Company at any time is greater than 
$50,000, deliver to the Collateral Agent any and all certificates of title, 
applications for title or similar evidence of ownership of such Equipment and 
shall cause the Collateral Agent to be named as lienholder on any such 
certificate of title or other evidence of ownership.  The Company shall 
promptly inform the Collateral Agent of any additions to or deletions from 
such Equipment in excess of $10,000. The Company shall not permit any items 
of Equipment to become a fixture to real estate..

     (i)  The Company will, promptly upon request, provide to the Collateral 
Agent all information and evidence it may reasonably request concerning the 
Collateral, and in particular the Accounts, to enable the Collateral Agent to 
enforce the provisions of this Agreement.

     (j)  The Company shall notify the Collateral Agent immediately if it 
knows, or has reason to know, that any application or registration relating 
to any Material Copyright, Material Patent or Material Trademark may become 
abandoned, or of any adverse determination or development (including, without 
limitation, the institution of, or any such determination or development in, 
any proceeding in the United States Copyright Office, the United States 
Patent and Trademark Office, or any court) regarding the Company's ownership 
of any Material Copyright, Material Patent or Material Trademark, its right 
to register or patent the same, or to keep and maintain the same.  For 
purposes of this Section 4(j), "Material Patent", "Material Trademark" and 
"Material Copyright" shall mean one or more Copyrights, Patents or 
Trademarks, respectively, which individually has a fair market value in 
excess of $10,000 or are individually or in the aggregate otherwise material 
to the business of the Company.  In the event that any right to any 
Copyright, Copyright License, Patent, Patent License, Trademark or Trademark 
License is infringed, misappropriated or diluted by a third party, the 
Company shall notify the Collateral Agent promptly after it learns thereof 
and shall, unless the Company shall reasonably determine that any such action 
would be of negligible economic value, promptly sue 

                                       10


for infringement, misappropriation or dilution and to recover any and all 
damages for such infringement, misappropriation or dilution, and take such 
other actions as the Company shall reasonably deem appropriate under the 
circumstances to protect such Copyright, Copyright License, Patent, Patent 
License, Trademark or Trademark License.  In no event shall the Company, 
either itself or through any agent, employee or licensee, file an application 
for the registration of any Copyright with the United States Copyright Office 
or any Material Patent or Material Trademark with the United States Patent 
and Trademark Office, or with any similar office or agency in any other 
country or any political subdivision thereof, unless not less than 30 days 
prior thereto it informs the Collateral Agent, and, upon request of the 
Collateral Agent, executes and delivers any and all agreements, instruments, 
documents and papers the Collateral Agent may request to evidence the 
Security Interests in such Copyright, Patent or Trademark and the goodwill 
and general intangibles of the Company relating thereto or represented 
thereby, and the Company hereby constitutes the Collateral Agent its 
attorney-in-fact to execute and file all such writings for the foregoing 
purposes, all acts of such attorney being hereby ratified and confirmed; such 
power, being coupled with an interest, shall be irrevocable until the Secured 
Obligations are paid in full.

     (k)  Not more than four months nor less than 10 days prior to each date 
on which the Company proposes to take any action contemplated by Section 
4(a)(i) or (ii), the Company shall, at its cost and expense, cause to be 
delivered to the Secured Parties an opinion of counsel satisfactory to the 
Collateral Agent (the Company's general counsel being deemed to be 
satisfactory unless the Collateral Agent notifies the Company otherwise), to 
the effect of Exhibit E hereto and in a form and substance reasonably 
satisfactory to the Administrative Agent, to the effect that all financing 
statements and amendments or supplements thereto, continuation statements and 
other documents required to be recorded or filed in order to perfect and 
protect the Security Interests for a period, specified in such opinion, 
continuing until a date not earlier than eighteen months from the date of 
such opinion, against all creditors of and purchasers from the Company have 
been filed in each filing office necessary for such purpose and that all 
filing fees and taxes, if any, payable in connection with such filings have 
been paid in full (except as noted therein with respect to any continuation 
statements to be filed within such period).

     SECTION 5.  COLLATERAL ACCOUNT AND LOCKBOX ACCOUNT.  If requested by the 
Collateral Agent at any time following the occurrence of an Event of Default 
(whether or not such Event of Default is subsequently cured), the following 
provisions of this Section shall become effective and the Company shall take 
all necessary action to give effect thereto:

     (a)  The Company shall establish with the Collateral Agent or a 
commercial bank designated by the Collateral Agent a cash collateral account 
(such account, together with any additional account so established for such 
purpose from time to time, the "Collateral Account") in the name and under 
the control of the Collateral Agent into which there shall be deposited from 
time to time the cash proceeds of the Collateral required to be delivered to 
the Collateral Agent pursuant to subsection (d) of this Section 5 or any 
other provision of this Agreement or any other Loan Document.  Any income 
received by the Collateral Agent with respect to the balance from time to 
time standing to the credit of the Collateral Account, including any interest 
or capital gains on Liquid Investments, shall remain, or be deposited, in the 
Collateral Account.  All right, title and interest in and to the cash amounts 
on deposit from time to time in the Collateral Account together with any 
Liquid Investments from time to time made pursuant to 

                                       11


subsection (e) of this Section shall vest in the Collateral Agent, shall 
constitute part of the Collateral hereunder and shall not constitute payment 
of the Secured Obligations until applied thereto as hereinafter provided.

     (b)  The Company shall deliver to the Collateral Agent counterparts of 
the Lockbox Agreement executed and delivered on behalf of the Company and the 
Lockbox Bank.  The Company shall instruct all account debtors and other 
Persons obligated in respect of all Accounts to make all payments in respect 
of such Accounts constituting Collateral directly to the Lockbox Bank (by 
instructing that such payments be remitted to the Post Office Box referred to 
in the Lockbox Agreement with the Lockbox Bank).  In addition to the 
foregoing, the Company agrees that if the proceeds of any Collateral 
hereunder (including the payments made in respect of such Accounts) shall be 
received by it, the Company shall as promptly as possible deposit such 
proceeds into the Lockbox Account.  Until so deposited, all such proceeds 
shall be held in trust by the Company for and as the property of the 
Collateral Agent and the Secured Parties and shall not be commingled with any 
other funds or property of the Company.

     (c)  The balance from time to time standing to the credit of the Lockbox 
Account shall, except upon the occurrence and continuation of an Event of 
Default (as defined under the Credit Agreement), be distributed to the 
Company upon the order of the Company.  Amounts on deposit in the Lockbox 
Account shall, except upon the occurrence and continuation of an Event of 
Default, be invested and re-invested from time to time in Permitted 
Investments as the Company shall determine.

     (d)  Upon the occurrence and continuation of an Event of Default (as 
defined under the Credit Agreement), the Collateral Agent shall, if so 
instructed by the Required Lenders, (i) deliver a Stop Transfer Notice (as 
defined in the Lockbox Agreement) to the Lockbox Bank and instruct the 
Lockbox Bank to transfer to the Collateral Account all funds then and 
thereafter standing to the credit of the Lockbox Account with the Lockbox 
Bank and (ii) apply or cause to be applied (subject to collection) any or all 
of the balance from time to time standing to the credit of the Collateral 
Account and such Lockbox Account in the manner specified in Section 9.

     (e)  Amounts on deposit in the Collateral Account and, during the 
continuance of an Event of Default, the Lockbox Account shall be invested and 
re-invested from time to time in such Liquid Investments as the Company shall 
determine, which Liquid Investments shall be held in the name and be under 
the control of the Collateral Agent, provided that, if an Event of Default 
has occurred and is continuing, the Collateral Agent shall, if instructed by 
the Required Lenders, liquidate any such Liquid Investments and apply or 
cause to be applied the proceeds thereof to the payment of the Secured 
Obligations in the manner specified in Section 9. For this purpose, (i) each 
Liquid Investment shall mature within 30 days after it is acquired by the 
Collateral Agent and (ii) in order to provide the Collateral Agent, for the 
benefit of the Secured Parties, with a perfected security interest therein, 
each Liquid Investment shall be either:

                 (i)     evidenced by negotiable certificates or instruments, or
     if non-negotiable then issued in the name of the Collateral Agent, which
     (together with any appropriate instruments of transfer) are delivered to,
     and held by, the Collateral Agent or an agent thereof (which shall not be
     the Company or any of its Affiliates) in the State of New York or the
     Commonwealth of Massachusetts; or 

                                       12


                 (ii)    in book-entry form and issued by the United States and
     subject to pledge under applicable state law and Treasury regulations and
     as to which (in the opinion of counsel to the Collateral Agent) appropriate
     measures shall have been taken for perfection of the Security Interests.

     SECTION 6.  GENERAL AUTHORITY.  The Company hereby irrevocably appoints the
Collateral Agent its true and lawful attorney, with full power of substitution,
in the name of the Company, the Collateral Agent, the Secured Parties or
otherwise, for the sole use and benefit of the Collateral Agent and the other
Secured Parties, but at the Company's expense, to the extent permitted by law to
exercise, at any time and from time to time while an Event of Default (as
defined under the Credit Agreement) has occurred and is continuing, all or any
of the following powers with respect to all or any of the Collateral:

          (i)    to demand, sue for, collect, receive and give acquittance for
     any and all monies due or to become due thereon or by virtue thereof,

          (ii)   to settle, compromise, compound, prosecute or defend any action
     or proceeding with respect thereto,

          (iii)  to sell, transfer, assign or otherwise deal in or with the same
     or the proceeds or avails thereof, as fully and effectually as if the
     Collateral Agent were the absolute owner thereof, and

          (iv)   to extend the time of payment of any or all thereof and to make
     any allowance and other adjustments with reference thereto;

PROVIDED that the Collateral Agent shall give the Company not less than ten
days' prior written notice of the time and place of any sale or other intended
disposition of any of the Collateral, except any Collateral which is perishable
or threatens to decline speedily in value or is of a type customarily sold on a
recognized market.  To the extent permitted by law, the Company agrees that such
notice constitutes "reasonable notification" within the meaning of Section
9-504(3) of the UCC.

          SECTION 7.  REMEDIES UPON EVENT OF DEFAULT. (a) If any Event of 
Default under the Credit Agreement has occurred and is continuing, the 
Collateral Agent may, in accordance with the written instructions of the 
Required Lenders, exercise on behalf of the Secured Parties all rights of a 
secured party under the UCC (whether or not in effect in the jurisdiction 
where such rights are exercised) and, in addition, the Collateral Agent may, 
without being required to give any notice, except as herein provided or as 
may be required by mandatory provisions of law, (i) withdraw all cash and 
Liquid Investments in the Collateral Account and apply such monies, Liquid 
Investments and other cash, if any, then held by it as Collateral as 
specified in Section 9 and (ii) if there shall be no such monies, Liquid 
Investments or cash or if such monies, Liquid Investments or cash shall be 
insufficient to pay all the Secured Obligations in full, sell the Collateral 
or any part thereof at public or private sale, for cash, upon credit or for 
future delivery, and at such price or prices as the Collateral Agent may deem 
satisfactory.  The Collateral Agent or any other Secured Party may be the 
purchaser of any or all of the Collateral so sold at any public sale (or, if 
the Collateral is of a type customarily sold in a recognized market or is of 
a 

                                       13


type which is the subject of widely distributed standard price quotations, at 
any private sale) and thereafter hold the same, absolutely, free from any 
right or claim of whatsoever kind.  The Company will execute and deliver such 
documents and take such other action as the Collateral Agent deems necessary 
or advisable in order that any such sale may be made in compliance with law.  
Upon any such sale the Collateral Agent shall have the right to deliver, 
assign and transfer to the purchaser thereof the Collateral so sold.  Each 
purchaser at any such sale shall hold the Collateral so sold to it 
absolutely, free from any claim or right of whatsoever kind, including any 
equity or right of redemption of the Company which may be waived, and the 
Compan, to the extent permitted by law, hereby specifically waives all rights 
of redemption, stay or appraisal which it has or may have under any law now 
existing or hereafter adopted.  The notice (if any) of such sale required by 
Section 6 shall (1) in case of a public sale, state the time and place fixed 
for such sale, and (2) in the case of a private sale, state the day after 
which such sale may be consummated.  Any such public sale shall be held at 
such time or times within ordinary business hours and at such place or places 
as the Collateral Agent may fix in the notice of such sale.  At any such sale 
the Collateral may be sold in one lot as an entirety or in separate parcels, 
as the Collateral Agent may determine.  The Collateral Agent shall not be 
obligated to make any such sale pursuant to any such notice.  The Collateral 
Agent may, without notice or publication, adjourn any public or private sale 
or cause the same to be adjourned from time to time by announcement at the 
time and place fixed for the sale, and such sale may be made at any time or 
place to which the same may be so adjourned.  In case of any sale of all or 
any part of the Collateral on credit or for future delivery, the Collateral 
so sold may be retained by the Collateral Agent until the selling price is 
paid by the purchaser thereof, but the Collateral Agent shall not incur any 
liability in case of the failure of such purchaser to take up and pay for the 
Collateral so sold and, in case of any such failure, such Collateral may 
again be sold upon like notice.  The Collateral Agent, instead of exercising 
the power of sale herein conferred upon it, may in accordance with the 
instructions of the Required Lenders proceed by a suit or suits at law or in 
equity to foreclose the Security Interests and sell the Collateral, or any 
portion thereof, under a judgment or decree of a court or courts of competent 
jurisdiction.

     (b)  For the purpose of enforcing any and all rights and remedies under 
this Agreement the Collateral Agent may (i) require the Company to, and the 
Company agrees that it will, at its expense and upon the request of the 
Collateral Agent, forthwith assemble all or any part of the Collateral as 
directed by the Collateral Agent and make it available at a place designated 
by the Collateral Agent which is, in the opinion of the Collateral Agent, 
reasonably convenient to the Collateral Agent and the Company, whether at the 
premises of the Company or otherwise, (ii) to the extent permitted by 
applicable law, enter, with or without process of law and without breach of 
the peace, any premise where any of the Collateral is or may be located, and 
without charge or liability to it seize and remove such Collateral from such 
premises, (iii) have access to and use the Company's books and records 
relating to the Collateral and (iv) prior to the disposition of the 
Collateral, store or transfer it without charge in or by means of any storage 
or transportation facility owned or leased by the Company, process, repair or 
recondition it or otherwise prepare it for disposition in any manner and to 
the extent the Collateral Agent reasonably deems appropriate and, in 
connection with such preparation and disposition, use without charge any 
copyright, trademark, trade name, patent or technical process used by the 
Company.  

                                       14


     (c)  Without limiting the generality of the foregoing, if any Event of 
Default (as defined under the Credit Agreement) has occurred and is 
continuing,

          (i)    the Collateral Agent may license, or sublicense, whether
     general, special or otherwise, and whether on an exclusive or non-exclusive
     basis, any Copyrights, Patents or Trademarks included in the Collateral
     throughout the world for such term or terms, on such conditions and in such
     manner as the Collateral Agent shall in its sole discretion determine;

          (ii)   the Collateral Agent may (without assuming any obligations or
     liability thereunder), at any time and from time to time, in its sole
     discretion, enforce (and shall have the exclusive right to enforce) against
     any licensee or sublicensee all rights and remedies of the Company in, to
     and under any Copyright Licenses, Patent Licenses or Trademark Licenses
     included in the Collateral and take or refrain from taking any action under
     any thereof, and the Company hereby releases the Collateral Agent and each
     of the other Secured Parties from, and agrees to hold the Collateral Agent
     and each of the other Secured Parties free and harmless from and against
     any claims and expenses arising out of, any lawful action so taken or
     omitted to be taken with respect thereto; and

          (iii)  upon request by the Collateral Agent, the Company will execute
     and deliver to the Collateral Agent a power of attorney, in form and
     substance satisfactory to the Collateral Agent, for the implementation of
     any lease, assignment, license, sublicense, grant of option, sale or other
     disposition of a Copyright, Patent or Trademark included in the Collateral
     or any action related thereto.  In the event of any such disposition
     pursuant to this Section, the Company shall supply its know-how and
     expertise relating to the manufacture and sale of the products bearing
     Trademarks or the products or services made or rendered in connection with
     Patents, and its customer lists and other records relating to such Patents
     or Trademarks and to the distribution of said products, to the Collateral
     Agent.

     (d)  Notwithstanding anything to the contrary contained herein or any 
other Loan Document, neither the Collateral Agent nor any Secured Party 
shall, without first obtaining the approval of a Governmental Authority, take 
any action pursuant to this Agreement or any other Loan Document which would 
constitute or result in an assignment of any License held by the Company or a 
transfer of control of the Company if such assignment or transfer would 
require, under the existing applicable law, the prior approval of such 
Governmental Authority.  The Company agrees to take, and the Company agrees 
to cause each of its Subsidiaries to take, in each case upon the occurrence 
and during the continuance of an Event of Default, any action that the 
Collateral Agent may reasonably request in order to obtain from any 
Governmental Authority such approval as may be necessary to enable the 
Collateral Agent to assign or transfer control of the Licenses pursuant to 
this Agreement, the Loan Documents and each other agreement, instrument and 
document delivered to the Collateral Agent in connection herewith and 
therewith, including specifically, at the expense of the Company, the use of 
the Company's and each of its Subsidiaries' commercially reasonable efforts 
to assist in obtaining approval of such Governmental Authority for any action 
or transaction contemplated by this Agreement for which such approval is or 
shall be required by law, and specifically, without limitation, upon request, 
to prepare, sign and file with such Governmental Authority, the assignor's or 
transferor's portion of 

                                       15


any application or applications for consent to the assignment of any License 
or transfer of control necessary or appropriate under the rules and 
regulations of such Governmental Authority for approval of any sale or sales 
of any of the Collateral by or on behalf of the Collateral Agent.

          SECTION 8.  LIMITATION ON DUTY OF COLLATERAL AGENT IN RESPECT OF 
COLLATERAL.  Beyond the exercise of reasonable care in the custody thereof, 
the Collateral Agent shall have no duty as to any Collateral in its 
possession or control or in the possession or control of any agent or bailee 
or any income thereon or as to the preservation of rights against prior 
parties or any other rights pertaining thereto.  The Collateral Agent shall 
be deemed to have exercised reasonable care in the custody of the Collateral 
in its possession if the Collateral is accorded treatment substantially equal 
to that which it accords its own property, and shall not be liable or 
responsible for any loss or damage to any of the Collateral, or for any 
diminution in the value thereof, by reason of the act or omission of any 
warehouseman, carrier, forwarding agency, consignee or other agent or bailee 
selected by the Collateral Agent in good faith; PROVIDED, HOWEVER, nothing in 
this Section 8 shall be deemed to prejudice any rights of the Company against 
such warehouseman, carrier, forwarding agency, consignee or other agent or 
bailee.

          SECTION 9.  APPLICATION OF PROCEEDS.  Upon the occurrence and 
during the continuance of an Event of Default (as defined under the Credit 
Agreement), the proceeds of any sale of, or other realization upon, all or 
any part of the Collateral and any cash held in the Collateral Account shall 
be applied by the Collateral Agent in accordance with the Credit Agreement.

          SECTION 10. APPOINTMENT OF CO-COLLATERAL AGENTS.  At any time or 
times, in order to comply with any legal requirement in any jurisdiction, the 
Collateral Agent may appoint another bank or trust company or one or more 
other persons, either to act as co-agent or co-agents, jointly with the 
Collateral Agent, or to act as separate agent or agents on behalf of the 
Secured Parties with such power and authority as may be necessary for the 
effectual operation of the provisions hereof and may be specified in the 
instrument of appointment.

          SECTION 11. EXPENSES.  In the event that the Company fails to 
comply with the provisions of the Loan Documents or this Agreement, such that 
the value of any Collateral or the validity, perfection, rank or value of any 
Security Interest is thereby diminished or potentially diminished or put at 
risk, the Collateral Agent if requested by the Required Lenders (i) shall 
deliver written notice of such non-compliance to the Company requesting that 
it cure such non-compliance, and (ii) if within ten Business Days after 
delivery of such notice the Company has failed to cure such non-compliance, 
the Collateral Agent may, but shall not be required to, effect such 
compliance on behalf of the Company, and the Company shall reimburse the 
Collateral Agent for the reasonable costs thereof on demand.  All insurance 
expenses and all expenses of protecting, storing, warehousing, appraising, 
insuring, handling, maintaining and shipping the Collateral, any and all 
excise, property, sales, and use taxes imposed by any state, federal, or 
local authority on any of the Collateral, or in respect of periodic 
appraisals and inspections of the Collateral to the extent the same may 
reasonably be requested by the Required Lenders acting through the Collateral 
Agent from time to time, or in respect of the sale or other disposition 
thereof, shall be borne and paid by the Company; and if the Company fails to 
promptly pay any portion thereof when due, except, if no Event of Default (as 
defined under the Credit Agreement) has occurred and is continuing, with 
respect to taxes which are being contested as permitted by 

                                       16


Section 5.05 of the Credit Agreement, the Collateral Agent or any other 
Secured Party may, at its option, but shall not be required to, pay the same 
and charge the Company's account therefor, and the Company agrees to 
reimburse the Collateral Agent or such Secured Party therefor on demand.  All 
reasonable sums so paid or incurred by the Collateral Agent or any other 
Secured Party for any of the foregoing and any and all other sums for which 
the Company may become liable hereunder and all costs and expenses (including 
attorneys' fees, legal expenses and court costs) reasonably incurred by the 
Collateral Agent or any other Secured Party in enforcing or protecting the 
Security Interests or any of their rights or remedies under this Agreement, 
shall, together with interest thereon for each day until paid at the 
Alternate Base plus the Applicable Rate plus interest at a rate per annum 
equal to two percent (2%) for such day, be additional Secured Obligations 
hereunder.

          SECTION 12. TERMINATION OF SECURITY INTERESTS; RELEASE OF 
COLLATERAL. (a) Upon the repayment in full of all Secured Obligations and the 
termination of the Commitments, the Security Interests shall terminate and 
all rights to the Collateral shall revert to the Company.

     (b)  At any time and from time to time prior to such termination of the 
Security Interests, the Collateral Agent shall release the Collateral in 
accordance with Section 5(c) hereof.

     (c)  If any Collateral is sold, leased, exchanged, assigned or otherwise 
disposed of, or with respect to which on option has been granted, in 
accordance with and as permitted under the Credit Agreement, the Security 
Interests created hereby in such item (but not in any Proceeds arising from 
such sale or exchange) shall cease immediately without any further action on 
the part of the Collateral Agent.

     (d)  Upon any such termination of the Security Interests or release of 
Collateral, the Collateral Agent will, at the expense of the Company, execute 
and deliver to the Company such documents as the Company shall reasonably 
request to evidence the termination of the Security Interests or the release 
of such Collateral, as the case may be.

          SECTION 13.  NOTICES.  All notices, approvals, requests, demands 
and other communications hereunder shall be given in accordance with Section 
9.01 of the Credit Agreement.

          SECTION 14.  WAIVERS, NON-EXCLUSIVE REMEDIES.  No failure on the 
part of the Collateral Agent to exercise, and no delay in exercising and no 
course of dealing with respect to, any right under this Agreement or any 
other Loan Document shall operate as a waiver thereof, nor shall any single 
or partial exercise by the Collateral Agent of any right under this Agreement 
or any other Loan Document preclude any other or further exercise thereof or 
the exercise of any other right.  The rights in this Agreement or the Loan 
Documents are cumulative and are not exclusive of any other remedies provided 
by law.

          SECTION 15. SUCCESSORS AND ASSIGNS.  This Agreement is for the 
benefit of the Collateral Agent and the other Secured Parties and their 
successors and assigns, and in the event of an assignment of all or any of 
the Secured Obligations, the rights hereunder, to the extent applicable to 
the indebtedness so assigned, may be transferred with such indebtedness.  
This Agreement shall be binding on the Company and its successors and assigns 
and the rights of the 

                                       17


Company hereunder shall inure to the benefit of the Company's successors and 
permitted assigns.

          SECTION 16. CHANGES IN WRITING.  Neither this Agreement nor any 
provision hereof may be changed, waived, discharged or terminated orally, but 
only in writing signed by the Company and the Collateral Agent with the 
consent of the Required Lenders.

          SECTION 17. SEVERABILITY.  If any provision hereof is invalid and 
unenforceable in any jurisdiction, then, to the fullest extent permitted by 
law, (i) the other provisions hereof shall remain in full force and effect in 
such jurisdiction and shall be liberally construed in favor of the Collateral 
Agent and the other Secured Parties in order to carry out the intentions of 
the parties hereto as nearly as may be possible; and (ii) the invalidity or 
unenforceability of any provision hereof in any jurisdiction shall not affect 
the validity or enforceability of such provision in any other jurisdiction.

          SECTION 18. COUNTERPARTS.  This Agreement may be executed in any 
number of counterparts, all of which taken together shall constitute one and 
the same instrument and any of the parties hereto may execute this Agreement 
by signing any such counterpart.

          SECTION 19. GOVERNING LAW; JURISDICTION; CONSENT TO SERVICE OF 
PROCESS. (a) This Agreement shall be construed in accordance with and 
governed by the law of the State of New York.

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

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

     (d)  Each of the Parent and the Borrower hereby irrevocably appoints and 
designates CT Corporation System, whose address is 1633 Broadway, New York, 
New York 10019, or any other person having and maintaining a place of 
business in the State of New York whom the 

                                       18


Parent or the Borrower may from time to time hereafter designate (having 
given 30 days' notice thereof to the Administrative Agent, each Lender and 
the Collateral Agent), as the true and lawful attorney and duly authorized 
agent for acceptance of service of legal process of the Parent and the 
Borrower.  Without prejudice to the foregoing, each party to this Agreement 
irrevocably consents to service of process in the manner provided for notices 
in Section 9.01 of the Credit Agreement.  Nothing in this Agreement or any 
other Loan Document will affect the right of any party to this Agreement to 
serve process in any other manner permitted by law.

          SECTION 20. WAIVER OF JURY TRIAL.  EACH PARTY HERETO HEREBY WAIVES, 
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A 
TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF 
OR RELATING TO THIS AGREEMENT, ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS 
CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY).  
EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF 
ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER 
PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING 
WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN 
INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL 
WAIVERS AND CERTIFICATIONS IN THIS SECTION.

          SECTION 21. WAIVER OF IMMUNITY.  To the extent that the Company has 
or hereafter may acquire any immunity from jurisdiction of any court or from 
any legal process (whether through service or notice, attachment prior to 
judgment, attachment in aid or execution, or otherwise) with respect to 
itself or its property, the Company hereby irrevocably waives such immunity 
in respect of its obligations hereunder and under the other Loan Documents to 
the extent permitted by applicable law and, without limiting the generality 
of the foregoing, agrees that the waivers set forth in this Section shall 
have effect to the fullest extent permitted under the Foreign Sovereign 
Immunities Act of 1976 of the United States of America and are intended to be 
irrevocable for purposes of such Act.
          

                        (Signatures Follow on Next Page)




                                       19


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


                                   JATO OPERATING CORP.
          
          
          
          
                                   By:  
                                       ------------------------------------
                                   Name:
                                   Title:
          
          
                                   STATE STREET BANK AND TRUST COMPANY, as
                                   Collateral Agent
          
          
          
                                   By:
                                       ------------------------------------
                                   Name:
                                   Title:






                                                            EXHIBIT A
                                                               TO
                                                            SECURITY
                                                            AGREEMENT

                                       
                             PERFECTION CERTIFICATE

     The undersigned, [____________], Chief Executive Officer of JATO 
OPERATING CORP., a Delaware corporation (the "Company"), hereby certifies 
with reference to the Security Agreement (Borrower), dated as of July 14, 
1999, between the Company and State Street Bank and Trust Company, as 
Collateral Agent (terms defined therein or as provided therein being used 
herein as therein defined), to the Administrative Agent and each Lender as 
follows:

     SECTION 1.  NAMES. 

          (a)    The exact corporate name of the Company as it appears in its
     certificate of incorporation is as follows:  [___________________]

          (b)    The Company has not had any other corporate name since its
     organization.

          (c)    Except as set forth in Schedule 1, the Company has not changed
     its identity or corporate structure in any way within the past five years.

          (d)    The following is a list of all other names (including trade
     names or similar appellations) used by the Company or any of its divisions
     or other business units at any time during the past five years: 
[___________________]

     SECTION 2.  CURRENT LOCATIONS.  As of the date hereof, (a) the chief
executive office of the Company is located at the following address:

     NAME                          MAILING ADDRESS
     ---------------------------------------------

          (b)    The following are all the locations where the Company maintains
     any books or records relating to any Accounts:

     NAME                          MAILING ADDRESS
     ---------------------------------------------

          (c)    The following are all the places of business of the Company not
     identified above:

     NAME                          MAILING ADDRESS
     ---------------------------------------------
                                       


                                  Exhibit A-1


          (d)    The following are all the locations not identified above where
     the Company maintains any Inventory:

     NAME                          MAILING ADDRESS
     ---------------------------------------------

          (e)    The following are all the locations not identified above where
     the Company maintains or contemplates maintaining at any time when the
     Loans are to be outstanding any Equipment:

     NAME                          MAILING ADDRESS
     ---------------------------------------------

          (f)    The following are the names and addresses of all Persons other
     than the Company which have possession of any of the Company's Inventory:

     NAME                          MAILING ADDRESS
     ---------------------------------------------

          (g)    The following are the names and addresses of all Persons other
     than the Company which have possession of any of the Company's Investment
     Property:

     NAME                          MAILING ADDRESS
     ---------------------------------------------
     

     SECTION 3.  PRIOR LOCATIONS.

          (a)    Set forth below is the information required by subparagraphs
     (a), (b) and (c) of paragraph 2 with respect to each location or place of
     business maintained by the Company at any time during the past five years: 

          (b)    Set forth below is the information required by subparagraphs
     (d) and (e) of paragraph 2 with respect to each location or bailee where or
     with whom Inventory has been lodged at any time during the past four
     months:

     SECTION 4.  UNUSUAL TRANSACTIONS.  All Accounts have been originated by 
the Company and all Inventory and Equipment has been acquired by the Company 
in the ordinary course of its business.

     SECTION 5.  FILE SEARCH REPORTS.  Attached hereto as Schedule 5(a) is a 
true copy of a file search report from the Uniform Commercial Code filing 
officer in each jurisdiction identified in paragraph 2 or 3 above with 
respect to each name set forth in paragraph 1. Attached hereto as Schedule 
5(b) is a true copy of each financing statement or other filing identified in 
such file search reports.

     SECTION 6.  UCC FILINGS.  (a)  A duly signed financing statement on Form 
UCC- 1 in substantially the form of Schedule 6 hereto has been duly delivered 
to the Collateral Agent for 

                                  Exhibit A-2


filing in the Uniform Commercial Code filing office in each jurisdiction 
identified in paragraph 2 hereof.

     Attached hereto as Schedule 6(b) is a true copy of each such filing duly 
acknowledged by the filing officer.

     SECTION 7.  SCHEDULE OF FILINGS.  Attached hereto as Schedule 7 is a 
schedule setting forth filing information with respect to the filings 
described in paragraph 6 above.

     SECTION 8.  FILING FEES.  All filing fees and taxes payable in 
connection with the filings described in paragraph 6 above have been paid.
     
     
IN WITNESS WHEREOF, I have hereunto set my hand this _____ day of [_________],
1999.
     
     
     
                                       ---------------------------------
                                       Name:     
                                       Title





                                  Exhibit A-3


                                                                      SCHEDULE 1

                            CHANGE IN CORPORATE STRUCTURE



                                                                   SCHEDULE 6(b)

                                     UCC FILINGS



                                                                      SCHEDULE 7

                                 SCHEDULE OF FILINGS




                                                                 EXHIBIT B
                                                                    TO
                                                                 SECURITY
                                                                 AGREEMENT


                           PATENT SECURITY AGREEMENT

               (PATENTS, PATENT APPLICATIONS AND PATENT LICENSES)

         WHEREAS, JATO OPERATING CORP., a Delaware corporation (herein 
referred to as "Grantor") owns the Patents (as defined in the Security 
Agreement referred to below) (including design patents and applications for 
patents) listed on Schedule I annexed hereto, and is a party to the Patent 
Licenses (as defined in the Security Agreement referred to below) identified 
in Schedule I annexed hereto;

         WHEREAS, Grantor, Jato Communications Corp., certain lenders, State 
Street Bank and Trust Company, as Collateral Agent, and Lucent Technologies 
Inc., as administrative agent, are parties to a Credit Agreement of even date 
herewith (as the same may be amended and in effect from time to time among 
said parties and such lenders (the "Lenders") as may from time to time be 
parties thereto, the "Credit Agreement");

         WHEREAS, pursuant to the terms of the Security Agreement (Borrower) 
of even date herewith (as said Agreement may be amended and in effect from 
time to time, the "Security Agreement") between Grantor and State Street Bank 
and Trust Company, as collateral agent for the Secured Parties referred to 
therein (in such capacity, together with its successors in such capacity, 
"Grantee"), Grantor has granted to Grantee for the benefit of such Secured 
Parties a continuing security interest in substantially all the assets of 
Grantor, including all right, title and interest of Grantor in, to and under 
the Patent Collateral (as defined herein) whether now owned or existing or 
hereafter acquired or arising, to secure the Secured Obligations (as defined 
in the Security Agreement);

         NOW, THEREFORE, for good and valuable consideration, the receipt and 
sufficiency of which are hereby acknowledged, Grantor does hereby grant to 
Grantee a continuing security interest in all of Grantor's right, title and 
interest in, to and under the following (all of the following items or types 
of property being herein collectively referred to as the "Patent 
Collateral"), whether now owned or existing or hereafter acquired or arising:

          (i)    each Patent (including each design patent and patent
     application), including, without limitation, each Patent (including each
     design patent and patent application) referred to in Schedule I annexed
     hereto;

          (ii)   each Patent License, including, without limitation, each Patent
     License identified in Schedule I annexed hereto; and

                                       
                                  Exhibit B-1


          (iii)  all proceeds of and revenues from the foregoing, including,
     without limitation, all proceeds of and revenues from any claim by Grantor
     against third parties for past, present or future infringement of any
     Patent (including any design patent), including, without limitation, any
     Patent referred to in Schedule I annexed hereto (including, without
     limitation, any such Patent issuing from any application referred to in
     Schedule I annexed hereto), and all rights and benefits of Grantor under
     any Patent License, including, without limitation, any Patent License
     identified in Schedule I annexed hereto.

     Grantor hereby irrevocably constitutes and appoints Grantee and any 
officer or agent thereof, with full power of substitution, as its true and 
lawful attorney-in-fact with full power and authority in the name of Grantor 
or in its name, from time to time, in Grantee's discretion, so long as any 
Event of Default (as defined in the Credit Agreement) has occurred and is 
continuing, to take with respect to the Patent Collateral any and all 
appropriate action which Grantor might take with respect to the Patent 
Collateral and to execute any and all documents and instruments which may be 
necessary or desirable to carry out the terms of this Patent Security 
Agreement and to accomplish the purposes hereof.

     Except to the extent not prohibited in the Security Agreement, Grantor 
agrees not to sell, license, exchange, assign or otherwise transfer or 
dispose of, or grant any rights with respect to, or mortgage or otherwise 
encumber, any of the foregoing Patent Collateral.

     This security interest is granted in conjunction with the security 
interests granted to Grantee pursuant to the Security Agreement.  Grantor 
does hereby further acknowledge and affirm that the rights and remedies of 
Grantee with respect to the security interest in the Patent Collateral made 
and granted hereby are more fully set forth in the Security Agreement, the 
terms and provisions of which are incorporated by reference herein as if 
fully set forth herein.

     IN WITNESS WHEREOF, Grantor has caused this Patent Security Agreement to 
be duly executed by its officer thereunto duly authorized as of the ____ day 
of _____________, _____.
     
     
                              JATO OPERATING CORP.


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

     Acknowledged:

     STATE STREET BANK AND TRUST COMPANY,
           as Collateral Agent

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

                                  Exhibit B-2


                                                       SCHEDULE I
                                                       TO PATENT
                                                       SECURITY
                                                       AGREEMENT


                         PATENTS

A.   U.S. PATENTS AND DESIGN PATENTS

     I.D. NO.          PATENT NO,            ISSUE DATE               TITLE
     
     
     
     

B.   U. S. PATENT APPLICATIONS

     SERIAL NO.       DATE         FILE           TITLE
                                   
     



                                                       EXHIBIT C
                                                          TO
                                                       SECURITY
                                                       AGREEMENT

                          TRADEMARK SECURITY AGREEMENT

               (TRADEMARKS, TRADEMARK REGISTRATIONS, TRADEMARK
                     APPLICATIONS AND TRADEMARK LICENSES)

     WHEREAS, JATO OPERATING CORP., a Delaware corporation (herein referred 
to as "Grantor"), owns the Trademarks (as defined in the Security Agreement 
referred to below) listed on Schedule I annexed hereto, and is a party to the 
Trademark Licenses (as defined in the Security Agreement referred to below) 
identified in Schedule 1 annexed hereto;

     WHEREAS, Grantor, Jato Communications Corp., certain lenders, State 
Street Bank and Trust Company, as Collateral Agent, and Lucent Technologies 
Inc., as administrative agent, are parties to a Credit Agreement of even date 
herewith (as the same may be amended and in effect from time to time among 
said parties and such lenders (the "Lenders") as may from time to time be 
parties thereto, the "Credit Agreement");

     WHEREAS, pursuant to the terms of the Security Agreement (Borrower) of 
even date herewith (as said Agreement may be amended and in effect from time 
to time, the "Security Agreement") between Grantor and State Street Bank and 
Trust Company, as collateral agent for the Secured Parties referred to 
therein (in such capacity, together with its successors in such capacity, 
"Grantee"), Grantor has granted to Grantee for the benefit of such Secured 
Parties a security interest in substantially all the assets of Grantor, 
including all right, title and interest of Grantor in, to and under the 
Trademark Collateral (as defined herein), whether now owned or existing or 
hereafter acquired or arising, to secure the Secured Obligations (as defined 
in the Security Agreement);

     NOW, THEREFORE, for good and valuable consideration, the receipt and 
sufficiency of which are hereby acknowledged, Grantor does hereby grant to 
Grantee a continuing security interest in all of Grantor's right, title and 
interest in, to and under the following (all of the following items or types 
of property being herein collectively referred to as the "Trademark 
Collateral"), whether now owned or existing or hereafter acquired or arising:

          (i)    each Trademark, including, without limitation, each Trademark
     application referred to in Schedule I annexed hereto, and all of the
     goodwill of the business connected with the use of, or symbolized by, each
     such Trademark;

          (ii)   each Trademark License, including, without limitation, each
     Trademark License identified in Schedule I annexed hereto, and all of the
     goodwill of the business connected with the use of, or symbolized by, each
     Trademark licensed pursuant thereto; and

                                  Exhibit C-1


          (iii)  all proceeds of and revenues from the foregoing, including,
     without limitation, all proceeds of and revenues from any claim by Grantor
     against third parties for past, present or future unfair competition with,
     or violation of intellectual property rights in connection with or injury
     to, or infringement or dilution of, any Trademark, including, without
     limitation, any Trademark referred to in Schedule I hereto, and all rights
     and benefits of Grantor under any Trademark License, including, without
     limitation, any Trademark License identified in Schedule I hereto, or for
     injury to the goodwill associated with any of the foregoing.

     Grantor hereby irrevocably constitutes and appoints Grantee and any 
officer or agent thereof, with full power of substitution, as its true and 
lawful attorney-in-fact with full power and authority in the name of Grantor 
or in its name, from time to time, in Grantee's discretion, so long as any 
Event of Default (as defined in the Credit Agreement) has occurred and is 
continuing, to take with respect to the Trademark Collateral any and all 
appropriate action which Grantor might take with respect to the Trademark 
Collateral and to execute any and all documents and instruments which may be 
necessary or desirable to carry out the terms of this Trademark Security 
Agreement and to accomplish the purposes hereof.

     Except to the extent not prohibited in the Security Agreement, Grantor 
agrees not to sell, license, exchange, assign or otherwise transfer or 
dispose of, or grant any rights with respect to, or mortgage or otherwise 
encumber, any of the foregoing Trademark Collateral.

     This security interest is granted in conjunction with the security 
interests granted to Grantee pursuant to the Security Agreement.  Grantor 
does hereby further acknowledge and affirm that the rights and remedies of 
Grantee with respect to the security interest in the Trademark Collateral 
made and granted hereby are more fully set forth in the Security Agreement, 
the terms and provisions of which are incorporated by reference herein as if 
fully set forth herein.

     IN WITNESS WHEREOF, Grantor has caused this Trademark Security Agreement 
to be duly executed by its officer thereunto duly authorized as of the ____ 
day of ___________, ____.

                              JATO OPERATING CORP.
                              

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

     STATE STREET BANK AND TRUST COMPANY, 
          as Collateral Agent
     
     
     By:  
          -----------------------------
          Name:
          Title:

                                  Exhibit C-2


                                                       SCHEDULE I
                                                          TO
                                                       TRADEMARK
                                                       SECURITY
                                                       AGREEMENT


      U.S. TRADEMARKS AND TRADEMARK REGISTRATIONS

A.   U.S. TRADEMARKS AND TRADEMARK REGISTRATIONS

     REG. NO.         REG. DATE         MARK
     --------         ---------         ----
     
     

     

B.   U.S. TRADEMARK APPLICATIONS

     SERIAL NO.       DATE FILED             MARK
     ----------       ----------             ----
     

     

                         EXCLUSIVE TRADEMARK LICENSES
                                       
                                    PARTIES

     NAME OF                              DATE OF                  
     AGREEMENT   LICENSOR    LICENSEE     AGREEMENT      SUBJECT MATTER
     ---------   --------    --------     ---------      --------------
     
     



                                                       EXHIBIT D TO
                                                         SECURITY
                                                        AGREEMENT


                             COPYRIGHT SECURITY AGREEMENT

                   (COPYRIGHTS, COPYRIGHT REGISTRATIONS, COPYRIGHT
                         APPLICATIONS AND COPYRIGHT LICENSES)

     WHEREAS, JATO OPERATING CORP., a Delaware corporation (herein referred 
to as "Grantor") owns the Copyrights (as defined in the Security Agreement 
referred to below) listed on Schedule I annexed hereto, and is a party to the 
Copyright Licenses (as defined in the Security Agreement referred to below) 
identified in Schedule I annexed hereto;

     WHEREAS, Grantor, Jato Communications Corp., certain lenders, State 
Street Bank and Trust Company, as Collateral Agent, and Lucent Technologies 
Inc., as administrative agent, are parties to a Credit Agreement of even date 
herewith (as the same may be amended and in effect from time to time among 
said parties and such lenders (the "Lenders") as may from time to time be 
parties thereto, the "Credit Agreement");

     WHEREAS, pursuant to the terms of the Security Agreement (Borrower) of 
even date herewith (as said Agreement may be amended and in effect from time 
to time, the "Security Agreement") between Grantor and State Street Bank and 
Trust Company, as collateral agent for the Secured Parties referred to 
therein (in such capacity, together with its successors in such capacity, the 
"Grantee"), Grantor has granted to Grantee for the benefit of such Secured 
Parties a security interest in substantially all the assets of the Grantor, 
including all right, title and interest of Grantor in, to and under the 
Copyright Collateral (as defined herein), whether now owned or existing or 
hereafter acquired or arising, to secure the Secured Obligations (as defined 
in the Security Agreement);

     NOW, THEREFORE, for good and valuable consideration, the receipt and 
sufficiency of which are hereby acknowledged, Grantor does hereby grant to 
Grantee a continuing security interest in all of Grantor's right, title and 
interest in, to and under the following (all of the following items or types 
of property being herein collectively referred to as the "Copyright 
CoIlateral"), whether now owned or existing or hereafter acquired or arising:

          (i)    each Copyright, including, without limitation, each Copyright
     referred to in Schedule I annexed hereto;

          (ii)   each Copyright License, including, without limitation, each
     Copyright License identified in Schedule I annexed hereto; and

          (iii)  all proceeds of and revenues from the foregoing, including,
     without limitation, all proceeds of and revenues from any claim by Grantor
     against third parties for past, present or future infringement of any
     Copyright, including, without limitation, any Copyright referred to in
     Schedule I annexed hereto, and all rights and benefits of 

                                       
                                  Exhibit D-1


     Grantor under any Copyright License, including, without limitation, any 
     Copyright License identified in Schedule I annexed hereto.

     Grantor hereby irrevocably constitutes and appoints Grantee and any 
officer or agent thereof, with full power of substitution, as its true and 
lawful attorney-in-fact with full power and authority in the name of Grantor 
or in its name, from time to time, in Grantee's discretion, so long as any 
Event of Default (as defined in the Credit Agreement) has occurred and is 
continuing, to take with respect to the Copyright Collateral any and all 
appropriate action which Grantor might take with respect to the Copyright 
Collateral and to execute any and all documents and instruments which may be 
necessary or desirable to carry out the terms of this Copyright Security 
Agreement and to accomplish the purposes hereof.

     Except to the extent not prohibited in the Security Agreement, Grantor 
agrees not to sell, license, exchange, assign or otherwise transfer or 
dispose of, or grant any rights with respect to, or mortgage or otherwise 
encumber, any of the foregoing Copyright Collateral.

     This security interest is granted in conjunction with the security 
interests granted to Grantee pursuant to the Security Agreement.  Grantor 
does hereby further acknowledge and affirm that the rights and remedies of 
Grantee with respect to the security interest in the Copyright Collateral 
made and granted hereby are more fully set forth in the Security Agreement, 
the terms and provisions of which are incorporated by reference herein as if 
fully set forth herein.

     IN WITNESS WHEREOF, Grantor has caused this Copyright Security Agreement 
to be duly executed by its officer thereunto duly authorized as of the 
_____day of _______, _____.

                              JATO OPERATING CORP.

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

     Acknowledged:

     STATE STREET BANK AND TRUST COMPANY, 
          as Collateral Agent
     By:  
          -----------------------------
             Name:
             Title:




                                  Exhibit D-2


                                                            SCHEDULE I
                                                                TO
                                                             COPYRIGHT
                                                             SECURITY
                                                             AGREEMENT


                 COPYRIGHTS AND COPYRIGHT REGISTRATION

          REGISTRATION NO.         REG. DATE      TITLE
          ----------------         ---------      -----
          
          
          

                           COPYRIGHT APPLICATIONS

          SERIAL NO.          DATE FILED          TITLE
          ----------          ----------          -----
          
          
          
          
                                          
                                 COPYRIGHT LICENSES
                                          
                                      PARTIES

     NAME OF                                 DATE OF        SUBJECT
     AGREEMENT        LICENSOR     LICENSEE  AGREEMENT      MATTER
     ---------        --------     --------  ---------      ------
     
     
     


                                                            EXHIBIT E TO
                                                              SECURITY
                                                              AGREEMENT

                                     OPINION OF
                              COUNSEL FOR THE COMPANY

     The Security Agreement creates and constitutes as security for the 
Secured Obligations (as defined in the Security Agreement and including any 
future obligations which are Secured Obligations), in favor of the Collateral 
Agent for the ratable benefit of the Secured Parties, a valid security 
interest in all right, title and interest of the Company in the Collateral 
and all right, title and interest of the Company in the Collateral Account.  
The security interests of the Collateral Agent in all right, title and 
interest of the Company in the Collateral created by the Security Agreement 
constitute perfected security interests under the Uniform Commercial Code, as 
in effect in the State of New York ("UCC"), the United States Copyright Act 
("CA"), the United States Patent Act ("PA") and the United States Trademark 
Act ("TA"), to the extent that a security interest therein may be perfected 
under the UCC, the CA, the PA or the TA.  Insofar as the priority thereof is 
governed by the UCC, the priority of the security interests created by the 
Security Agreement in the Collateral in which the Company has rights on the 
date hereof will be the same with respect to Loans made or deemed made 
pursuant to the Credit Agreement after the date hereof, except to the extent 
that any priority may be affected by any security interest, lien or other 
encumbrance imposed by law in favor of any government or governmental 
authority or agency.  Unless otherwise specifically defined herein, each term 
defined herein has the meaning assigned to such term in the Security 
Agreement.

     With respect to the enforceability of the Security Documents, we express 
no opinion as to the availability of specific performance.  Moreover, our 
opinion with respect to the enforceability of the Security Documents is 
subject to the further qualification that certain remedial provisions thereof 
may be limited by the law of the State of New York and applicable law of the 
United States of America, but such laws do not, in our opinion, make the 
remedies afforded thereby inadequate for the practical realization of the 
benefits of the security intended to be provided thereby.


                                  Exhibit E-1


                                                            EXHIBIT F TO
                                                              SECURITY
                                                              AGREEMENT


                               LOCKBOX AGREEMENT

     LOCKBOX AGREEMENT, dated as of [___________], [_____], among JATO 
OPERATING CORP., a Delaware corporation (the "Company"), STATE STREET BANK 
AND TRUST COMPANY, as Collateral Agent under the Security Agreement referred 
to below (the "Collateral Agent"), and [______________] (the "Lockbox Bank").

                                  WITNESSETH:

     WHEREAS, the Company and the Collateral Agent have entered into a 
Security Agreement (Borrower), dated as of July 14, 1999 (as the same may be 
amended from time to time, the "Security Agreement") under which the Company 
has granted a continuing security interest in and to the Collateral (as 
defined in the Security Agreement) to secure its obligations under the Loan 
Documents (defined as provided in the Security Agreement);

     WHEREAS, pursuant to the Security Agreement, the Company has agreed to 
instruct certain obligors to make payments to (the "Post Office Box"); and

     WHEREAS, the Company has requested that the Lockbox Bank establish and 
maintain a bank account as further described herein, and the Lockbox Bank is 
willing to establish and maintain such account pursuant to this Agreement;

     NOW, THEREFORE, in consideration of the premises and the mutual 
covenants herein contained and for other good and valuable consideration, the 
receipt of which is hereby acknowledged, the parties hereto agree as follows:

     SECTION 1. POST OFFICE BOX; DEPOSITS INTO THE LOCK BOX ACCOUNT. (a) The 
Lockbox Bank shall have unrestricted and exclusive access to the Post Office 
Box for the purpose of collecting mail for delivery and deposit into the 
Lockbox Account (as defined below) (even though addressed to the Company) and 
shall collect the mail delivered thereto on each business day in accordance 
with the Lockbox Bank's regular collection schedule.

     (b)  The contents of the mail collected from the Post Office Box, 
whether consisting of cash, checks, drafts, bills of exchange, money orders 
or other instruments or documents, shall be promptly deposited by the Lockbox 
Bank into the Lockbox Account.  The term "Lockbox Account" means account no. 
[____________] opened and maintained by the Lockbox Bank for the Company.

     (c)  The Lockbox Bank shall prepare one photocopy of the front and back 
of each check, draft, bill of exchange, money order or other instrument or 
document (collectively, hereinafter called the "checks"; individually, a 
"check") with the date of deposit to be shown on the bottom edge thereof.  
Attachments received with payments, such as detachable stubs, 

                                  Exhibit F-1


together with any correspondence and the individual envelope, are to be 
affixed to the photocopy of the check.  All of the above instruments will be 
delivered by the Lockbox Bank to the Company on a same day basis.

     (d)  The Lockbox Bank shall endorse all checks which appear to be in 
order for deposit into the Lockbox Account and shall process each item under 
the same terms and conditions as would apply if the Lockbox Bank or the 
Company had made the deposit directly.  The Lockbox Bank shall endorse all 
such checks as follows:

                 "DEPOSIT TO THE ACCOUNT OF AND WITHOUT PREJUDICE TO THE WITHIN
                 NAMED PAYEE LOCKBOX SERVICES"

     This endorsement may be made by use of a payee endorsement stamp.

     (e)  Undated checks may be dated by the Lockbox Bank to agree with the 
postmark date and included in the regular deposit.  Checks incorrectly made 
out, where numerical and written amounts differ, are to be deposited for the 
written amount only.  Checks bearing no signature are to be stamped with a 
"Kindly Refer to Maker" stamp and processed.  Third-party checks may be 
deposited into the Lockbox Account if properly endorsed.

     (f)  Checks bearing the legend "Payment in Full" or words of similar 
import, either typed or handwritten, and checks that the Lockbox Bank, in its 
normal banking practices and in its sole discretion, decides to submit to the 
special attention of the Company or the Collateral Agent, shall be withheld 
from the clearing system and sent to the Company or, at any time after 
receipt by the Lockbox Bank of written notice from (which notice may be 
delivered only upon the occurrence and during the continuation of an Event of 
Default (as defined in the Credit Agreement)) the Collateral Agent, to the 
entity designated in a written notice from the Collateral Agent.  Should the 
Lockbox Bank by reason of the exercise of its judgment, or through 
inadvertence or oversight, process any of the checks covered by this Section 
1(f) for collection and credit such checks to the Lockbox Account, the 
Company and the Collateral Agent agree that the Lockbox Bank shall incur no 
responsibility or liability.

     (g)  The details representing deposited items, adding machine tapes, 
advice of credit, etc., together with all other materials rejected for 
various reasons, and so marked, shall be sent by the Lockbox Bank to the 
Company or, at any time after receipt by the Lockbox Bank of written notice 
(which notice may be delivered only upon the occurrence and during the 
continuation of an Event of Default (as defined in the Credit Agreement)) 
from the Collateral Agent, to the entity designated in a written notice from 
the Collateral Agent.  Checks returned unpaid because of uncollected or 
insufficient funds shall be redeposited without advice.  Checks returned a 
second time shall be charged to the Lockbox Account and mailed with 
appropriate advice to the Company or, at any time after receipt by the 
Lockbox Bank of written notice (which notice may be delivered only upon the 
occurrence and during the continuation of an Event of Default (as defined in 
the Credit Agreement)) from the Collateral Agent, to the entity designated in 
a written notice from the Collateral Agent.

                                  Exhibit F-2


     (h)  The Lockbox Bank shall maintain a microfilm record of each check 
included in the Lockbox Account in accordance with the Lockbox Bank's normal 
lockbox procedures.  This film shall be available for use by the Company and 
the Collateral Agent.

     (i)  The Company shall deposit such amounts into the Lockbox Account as 
are required to be so deposited pursuant to Section 5 of the Security 
Agreement.

     SECTION 2. THE LOCKBOX ACCOUNT AND TRANSFERS THEREFROM. (a) Unless and 
until the Lockbox Bank receives notice (which notice may be delivered only 
upon the occurrence and during the continuation of an Event of Default (as 
defined in the Credit Agreement)) from the Collateral Agent that the 
provisions of Section 2(b) are to be implemented, which notice shall be 
effective upon receipt by the Lockbox Bank (a "Stop Transfer Notice"), the 
Lockbox Bank will debit the Lockbox Account in accordance with the Company's 
instructions.

     (b)  After receipt by the Lockbox Bank of a Stop Transfer Notice, the 
Lockbox Bank will cease debiting the Lockbox Account in accordance with the 
Company's instructions (but may continue to debit the Lockbox Account in 
accordance with Section 1(g)) and will disburse funds from the Lockbox 
Account only in accordance with instructions from the Collateral Agent.

     SECTION 3. MISCELLANEOUS. (a) The Company hereby agrees to immediately 
notify its account debtors which have not already been notified to send all 
their remittances to the Post Office Box.

     (b)  The Lockbox Bank's compensation for providing the services 
contemplated herein shall be as mutually agreed between the Company and the 
Lockbox Bank from time to time.

     (c)  The Lockbox Bank undertakes to perform only such duties as are 
expressly set forth herein and are normally undertaken by the Lockbox Bank in 
connection with its lockbox processing.  Notwithstanding any other provision 
of this Agreement, it is agreed by the parties to this Agreement that the 
Lockbox Bank shall not be liable for any action taken by the Lockbox Bank or 
any of its directors, officers, agents or employees in accordance with this 
Agreement except for the Lockbox Bank's (or any director's, officer's, 
agent's or employee's) gross negligence or willful misconduct.  In no event 
shall the Lockbox Bank be liable for losses or delays resulting from acts of 
God, force majeure, computer malfunctions, interruptions of communication 
facilities, labor difficulties or other causes beyond the Lockbox Bank's 
reasonable control or for indirect, special or consequential damages.

     (d)  All notices or other written communications hereunder shall be sent:

     in the case of the Lockbox Bank, to:

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


                                  Exhibit F-3


     in the case of the Company, to:
     
          --------------------
          --------------------
          --------------------
          --------------------
          
     in the case of the Collateral Agent, to:
                              
          --------------------
          --------------------
          --------------------
          --------------------
     
     (e)  The Lockbox Bank shall not assert, claim or endeavor to exercise 
any right of set-off or banker's lien against any funds which may at any time 
be deposited in the Lockbox Account, or any items or proceeds thereof that 
come into the Lockbox Bank's possession in connection with this Agreement, 
except to the extent otherwise provided in the last sentence of Section 1(g) 
and except for fees payable pursuant to Section 3(b).

     (f)  During the term of the Security Agreement, this Agreement may be 
terminated only by the Lockbox Bank, and then only upon written notice to the 
other parties; PROVIDED that such termination shall not be effective until 
the earlier of (i) such time as a successor bank shall have been appointed 
and shall have accepted the responsibilities, duties and obligations of the 
Lockbox Bank under this Agreement and (ii) 5:00 P.M. (New York time) on the 
60th day after receipt of such written notice.  In the event that the Lockbox 
Bank receives remittances following such termination, it will forward such 
remittances to such successor bank (or, if no successor bank has been 
appointed and shall have accepted the responsibilities, duties and 
obligations of the Lockbox Bank under this Agreement, then as directed by the 
Collateral Agent) and the Company shall compensate the Lockbox Bank for such 
services at the price agreed to pursuant to Section 3(b) hereof.

     (g)  Neither this Agreement nor any provision hereof may be changed, 
amended, modified or waived orally, but only by an instrument in writing 
signed by the parties hereto.

     (h)  This Agreement shall be governed by and construed in accordance 
with the laws of the State of New York.

     (i)  This Agreement shall be binding upon and shall inure to the benefit 
of the parties hereto and their respective successors and assigns.

     (j)  This Agreement may be executed in any number of counterparts which 
together shall constitute one and the same instrument.

     (k)  The Company agrees to pay, indemnify and hold the Lockbox Bank 
harmless from and against any and all liabilities, obligations, losses, 
damages, penalties, actions, judgments, suits, costs, expenses or 
disbursements of any kind or nature whatsoever (including, 

                                  Exhibit F-4


without limitation, legal fees) with respect to the performance of this 
Agreement by the Lockbox Bank or of its directors, officers, agents or 
employees, unless arising from its or such natural persons' own gross 
negligence or willful misconduct.  The provisions of this paragraph shall 
survive termination of this Agreement.

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

                              JATO OPERATING CORP.


                              
                              By:  
                                   -------------------------------
                                   Name:  
                                   Title:    
                              
                              
                              [BANK]
                              
                              
                              
                              By:  
                                   -------------------------------
                                   Name:  
                                   Title:    
                              


                              STATE STREET BANK AND TRUST 
                              COMPANY, as Collateral Agent
                              
                              
                              
                              By:  
                                   -------------------------------
                                   Name:  
                                   Title:    




                                  Exhibit F-5


                                                                       EXHIBIT G
                                                           TO SECURITY AGREEMENT


                 [FORM OF SECURITIES CONTROL ACCOUNT AGREEMENT]






















                                  Exhibit G-1

                                       
                                                                    EXHIBIT G TO
                                                                        SECURITY
                                                                       AGREEMENT
                                                                      (BORROWER)
                                       
          [FORM OF SECURITIES ACCOUNT CONTROL AGREEMENT (BORROWER)]
                                       
               SECURITIES ACCOUNT CONTROL AGREEMENT (BORROWER)
                                       
              This SECURITIES ACCOUNT CONTROL AGREEMENT (BORROWER) (the 
"AGREEMENT"), dated as of July 14, 1999, by and among Jato Operating Corp., a 
Delaware corporation (the "BORROWER"), Lehman Brothers Inc. (the "SECURITIES 
INTERMEDIARY"), and State Street Bank and Trust Company, as Collateral Agent 
(the "COLLATERAL AGENT") for the benefit of the Secured Parties (as defined 
in the Credit Agreement referred to below).  Capitalized terms not otherwise 
defined herein shall have the meanings set forth in the Credit Agreement, 
dated as of July 14, 1999, among the Borrower, Jato Communications Corp., the 
lenders party thereto, the Collateral Agent and Lucent Technologies Inc., as 
Administrative Agent, as amended, supplemented and modified from time to time 
(the "CREDIT AGREEMENT"), and references herein to the "UCC" are references 
to the Uniform Commercial Code as in effect in the State of New York.

              WHEREAS, pursuant to the Security Agreement (Borrower), the 
Borrower has granted a security interest in substantially all of its assets; 
and

              WHEREAS, the Security Agreement (Borrower) requires the 
Borrower and the Securities Intermediary to enter into this Agreement;

              NOW THEREFORE, the parties hereto hereby agree, for good and 
valuable consideration, the receipt and sufficiency of which are hereby 
acknowledged, as follows:

              1.     ESTABLISHMENT OF SECURITIES ACCOUNT.  The Securities 
Intermediary hereby confirms that the Securities Intermediary has established 
account number 833-33166-1-3 under the name "Jato Operating Corp. pledge 
account for State Street Bank and Trust Company, as Collateral Agent" 
(together with any successor accounts, the "SECURITIES ACCOUNT") for the 
Borrower.

              2.     TREATMENT OF THE SECURITIES ACCOUNT.

              (a)    The Securities Account is, and shall be treated as, a 
"securities account" within the meaning of Section 8-501 of the UCC.

              (b)    The Securities Account is an account to which financial 
assets are or may be credited.



              (c)    The Securities Intermediary shall treat the Collateral 
Agent as (i) entitled to exercise the rights that comprise any financial 
asset credited to the Securities Account, and (ii) the "entitlement holder" 
(within the meaning of Section 8-102 of the UCC), for the benefit of the 
Secured Parties, with respect to the Securities Account on the books and 
records of the Securities Intermediary.

              (d)    All property delivered to the Securities Intermediary 
shall be promptly credited to the Securities Account.

              (e)    All securities or other property (other than cash) 
capable of being issued or registered in the name of a Person or in bearer 
form underlying any financial assets credited to the Securities Account shall 
be registered in the name of "Jato Operating Corp. pledge account for State 
Street Bank and Trust Company, as Collateral Agent" or indorsed to the 
Securities Intermediary or in blank, and in no case shall any such financial 
asset credited to the Securities Account be registered in the name of the 
Borrower, payable to the order of the Borrower or specially indorsed to the 
Borrower, except as provided in Section 5 hereof.

              3.     "FINANCIAL ASSETS" ELECTION.  Each item of property 
(whether investment property, financial asset, security, instrument or cash 
or any other property of any kind) credited to the Securities Account shall 
be treated as a "financial asset" (within the meaning of Section 8-102(a)(9) 
of the UCC) under Article 8 of the UCC.

              4.     CONTROL BY COLLATERAL AGENT.  Upon receipt of a Notice 
of Exclusive Control, the Securities Intermediary shall: (i) comply with all 
notifications it receives directing it to transfer or redeem any financial 
asset in the Securities Account (each an "ENTITLEMENT ORDER") originated by 
the Collateral Agent without further consent by the Borrower; and (ii) take 
directions with respect to the Securities Account from the Collateral Agent.

              5.     BORROWER'S RIGHTS IN THE SECURITIES ACCOUNT.

              (a)    Except as otherwise provided in this Section 5, the 
Securities Intermediary shall comply with Entitlement Orders originated by 
the Borrower without further consent by the Collateral Agent.

              (b)    If the Securities Intermediary shall have received from 
the Collateral Agent a notice of exclusive control substantially in the form 
of Exhibit A attached (a "NOTICE OF EXCLUSIVE CONTROL"), the Securities 
Intermediary shall cease:

                     (i)    complying with Entitlement Orders or other
       directions concerning the Securities Account originated by the Borrower;
       and

                     (ii)   distributing to the Borrower earnings, income,
       dividends, interest, or other distributions on investment property,
       instruments, money, or other property credited to the Securities Account.

              (c)    The Collateral Agent hereby agrees, solely for the benefit
of the Borrower and its successors and assigns, that the Collateral Agent will
not issue a Notice of Exclusive 

                                       2


Control or any Entitlement Order unless an Event of Default has occurred and 
is continuing on such date. 

              (d)    Notwithstanding any contrary provisions hereof, unless 
and until the Securities Intermediary receives a Notice of Exclusive Control 
from the Collateral Agent, (i) the Borrower shall have the right to (1) trade 
and exercise rights over the Securities Account, including Entitlement Orders 
that would require the Securities Intermediary to make a delivery to or for 
the account of the Borrower or any other Person and (2) originate Entitlement 
Orders with respect to the Securities Account and (ii) the Securities 
Intermediary shall handle, invest, disburse and dispose of all financial 
assets credited to the Securities Account in accordance with Entitlement 
Orders or other directions originated by the Borrower.

              (e)    Upon receipt of a Notice of Exclusive Control, the 
Securities Intermediary shall cease complying with any Entitlement Orders 
originated by the Borrower that would require the Securities Intermediary to 
make a delivery to or for the account of the Borrower or any other Person, 
except where the Collateral Agent has confirmed in writing that such delivery 
is acceptable to the Collateral Agent.

              6.     SECURITY INTERMEDIARY'S LIEN.  The Securities 
Intermediary agrees that, except for payment of its fees, commissions and 
settlement of open orders, it will not assert any lien, encumbrance, claim or 
right against the Securities Account or any asset carried in the Securities 
Account.

              7.     SECURITIES INTERMEDIARY'S RESPONSIBILITY.

              (a)    The Securities Intermediary shall not be liable to the 
Collateral Agent (for the benefit of the Secured Parties) for complying with 
Entitlement Orders from the Borrower that are received by the Securities 
Intermediary before the Securities Intermediary receives and has a reasonable 
opportunity to act on a Notice of Exclusive Control.

              (b)    The Securities Intermediary shall not be liable to the 
Borrower for complying with a Notice of Exclusive Control or with Entitlement 
Orders originated by the Collateral Agent, even if the Borrower notifies the 
Securities Intermediary that the Collateral Agent is not legally entitled to 
issue the Entitlement Order or Notice of Exclusive Control.

              (c)    This Agreement does not create any obligation of the 
Securities Intermediary except for those expressly set forth in this 
Agreement. In particular, the Securities Intermediary need not investigate 
whether the Collateral Agent is entitled under the Collateral Agent's 
agreements with the Borrower to give an Entitlement Order or a Notice of 
Exclusive Control.  The Securities Intermediary may rely on notices and 
communications that it believes were given by the appropriate party.

              8.     STATEMENTS, CONFIRMATIONS, AND NOTICES OF ADVERSE 
CLAIMS. The Securities Intermediary shall provide to the Collateral Agent 
duplicate copies of all statements, confirmations and other communications 
sent by the Securities Intermediary to the Borrower.  Except for the claims 
and interests of the Collateral Agent (for the benefit of the Secured 
Parties) and of the Borrower, the Securities Intermediary does not know of 
any claim to, or interest in, the Securities Account or in any financial 
assets credited thereto.  If any person asserts any lien, 

                                       3


encumbrance or adverse claim (including any writ, garnishment, judgment, 
warrant of attachment, execution or similar process) against the Securities 
Account or in any financial asset credited thereto, the Securities 
Intermediary shall notify the Collateral Agent and the Borrower thereof 
promptly after becoming aware thereof.

              9.     REPRESENTATIONS, WARRANTIES, AND COVENANTS OF THE 
SECURITIES INTERMEDIARY.  The Securities Intermediary hereby represents, 
warrants and covenants that:

              (a)    The Securities Account has been or shall be established 
as described in Section 1 above, and the Securities Account shall be 
maintained in the manner set forth herein until termination of this 
Agreement.  The Securities Intermediary shall not change the name or account 
numbers of the Securities Account without the prior written consent of the 
Collateral Agent.

              (b)    No financial asset is registered in the name of the 
Borrower, or payable to the Borrower's order, or specifically indorsed to the 
Borrower, except to the extent that such financial asset has been indorsed to 
the Securities Intermediary or in blank.  Except as otherwise provided in 
Section 5 hereof, no financial asset shall be registered in the name of the 
Borrower or payable to the Borrower's order or specially indorsed to the 
Borrower, except to the extent that such financial asset has been indorsed to 
the Securities Intermediary or in blank.

              (c)    This Agreement is the valid and legally binding 
obligation of the Securities Intermediary.

              (d)    Other than this Agreement, (i) the Securities 
Intermediary has not entered into, and until the termination of this 
Agreement shall not enter into, any agreement with any other Person relating 
to the Securities Account and/or any financial assets credited thereto 
pursuant to which it has agreed to comply with Entitlement Orders of such 
Person; and (ii) the Securities Intermediary has not entered into any other 
agreement with the Borrower or the Collateral Agent purporting to limit or 
condition the obligation of the Securities Intermediary to comply with 
Entitlement Orders as set forth in Section 4 and Section 5 hereof; provided 
that, the Collateral Agent acknowledges that the Securities Account is 
managed on a discretionary basis by the Securities Intermediary on behalf of 
the Borrower.

              10.    INDEMNITY.  The Borrower hereby indemnifies and agrees 
to defend and hold harmless the Securities Intermediary, its officers, 
directors, employees, and agents against claims, liabilities, and expenses 
arising out of this Agreement (including attorneys' fees and disbursements), 
except to the extent that such claims, liabilities, or expenses are caused by 
or arise from the Securities Intermediary's gross negligence or willful 
misconduct.

              11.    GOVERNING LAW.  This Agreement and the Securities 
Account shall be governed by the laws of the State of New York. Regardless of 
any provisions in any other agreement, for purposes of the UCC, New York 
shall be deemed to be the jurisdiction of the Securities Intermediary with 
respect to the Securities Account and Entitlement Orders related thereto.

                                       4


              12.    CONSENT TO JURISDICTION; WAIVER OF JURY TRIAL.

              (a)    THE BORROWER IRREVOCABLY CONSENTS THAT ANY LEGAL ACTION 
OR PROCEEDING BY THE COLLATERAL AGENT AGAINST IT UNDER, ARISING OUT OF OR IN 
ANY MANNER RELATING TO THIS AGREEMENT OR ANY TRANSACTION RELATED HERETO MAY 
BE BROUGHT IN ANY COURT OF THE STATE OF NEW YORK, COUNTY OF NEW YORK, OR IN 
THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK.  THE 
BORROWER, BY THE EXECUTION AND DELIVERY OF THIS AGREEMENT, EXPRESSLY AND 
IRREVOCABLY ASSENTS AND SUBMITS TO THE PERSONAL JURISDICTION OF ANY OF SUCH 
COURTS IN ANY SUCH ACTION OR PROCEEDING.  AS AN ALTERNATIVE METHOD OF 
SERVICE, THE BORROWER FURTHER IRREVOCABLY CONSENTS TO THE SERVICE OF ANY 
COMPLAINT, SUMMONS, NOTICE OR OTHER PROCESS RELATING TO ANY SUCH ACTION OR 
PROCEEDING BY DELIVERY THEREOF TO IT BY HAND OR BY MAIL IN THE MANNER 
PROVIDED FOR IN SECTION 17 HEREOF.  THE BORROWER HEREBY EXPRESSLY AND 
IRREVOCABLY WAIVES ANY CLAIM OR DEFENSE IN ANY SUCH ACTION OR PROCEEDING 
BASED ON ANY ALLEGED LACK OF PERSONAL JURISDICTION, IMPROPER VENUE OR FORUM 
NON CONVENIENS OR ANY SIMILAR BASIS.  THE BORROWER SHALL NOT BE ENTITLED IN 
ANY SUCH ACTION OR PROCEEDING TO ASSERT ANY DEFENSE GIVEN OR ALLOWED UNDER 
THE LAWS OF ANY STATE OTHER THAN THE STATE OF NEW YORK UNLESS SUCH DEFENSE IS 
ALSO GIVEN OR ALLOWED BY THE LAWS OF THE STATE OF NEW YORK.  NOTHING IN THIS 
SECTION 12 SHALL AFFECT OR IMPAIR IN ANY MANNER OR TO ANY EXTENT THE RIGHT OF 
THE COLLATERAL AGENT OR ANY OTHER SECURED PARTY TO COMMENCE LEGAL PROCEEDINGS 
OR OTHERWISE PROCEED AGAINST THE BORROWER IN ANY JURISDICTION OR TO SERVE 
PROCESS IN ANY MANNER PERMITTED BY LAW.

              (b)    EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ALL 
RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT 
OF OR RELATING TO THIS AGREEMENT OR ANY TRANSACTION RELATING HERETO.

              13.    ENTIRE AGREEMENT.  This Agreement is the entire 
agreement, and supersedes any prior agreements and contemporaneous oral 
agreements, of the parties concerning its subject matter.

              14.    AMENDMENTS.  No amendment or modification of this 
Agreement or waiver of any right hereunder shall be binding on any party 
hereto unless it is in writing and is signed by all of the parties hereto.

              15.    SEVERABILITY.  To the extent a provision of this 
Agreement is unenforceable, this Agreement shall be construed, to the maximum 
extent permitted by applicable law, as if the unenforceable provision were 
omitted.

              16.    SUCCESSORS.  The terms of this Agreement shall be 
binding upon, and shall inure to the benefit of, the parties hereto and their 
respective successors and assigns.

                                       5


              17.    NOTICES.  All notices and other communications required 
or permitted to be given hereunder shall be in writing, shall be addressed as 
provided below and shall be considered as properly given (a) if delivered in 
person, (b) if mailed by first class United States mail, postage prepaid, 
registered or certified with return receipt requested or (c) if sent by 
prepaid facsimile transmission confirmed by telephone.  Notice so given shall 
be effective upon receipt by the addressee, except that communication or 
notice so transmitted by facsimile transmission and confirmed by telephone 
shall be deemed to have been validly and effectively given on the day (if a 
Business Day and, if not, on the next following Business Day) on which it is 
transmitted by facsimile and confirmed by telephone before 4:00 p.m., 
recipient's time, and if transmitted by facsimile and confirmed by telephone 
after that time, on the next following Business Day; PROVIDED, HOWEVER, that 
if any notice is tendered to an addressee and the delivery thereof is refused 
by such addressee, such notice shall be effective upon such tender.  Any 
party shall have the right to change its address for notice hereunder to any 
other location within the continental United States by giving of thirty (30) 
days' notice to the other parties in the manner set forth hereinabove.  Any 
communications between the parties hereto or notices provided herein may be 
given to the following addresses:

       (1)  Collateral Agent:  State Street Bank and Trust Company
                               2 Avenue de Lafayette
                               Boston, MA  02111-174
                               Attention:  Global Investor Services Group 
                                  Corporate Trust
                               Telecopy No.:  (617) 662-1465

       Copy to:                Lucent Technologies Inc.
                               283 King George Road
                               Warren, NJ  07059
                               Attention:  Assistant Treasurer - Project Finance
                               Telecopy No.:  (908) 559-1711

       (2)  Borrower:          Jato Operating Corp.
                               1099 18th Street
                               Suite 800
                               Denver, CO  80202
                               Attention:  Vice President of Finance
                               Telecopy No.:  (303) 226-8305
                         
       Copy to:                Cooley Godward LLP
                               2595 Canyon Boulevard
                               Suite 250
                               Boulder, CO  80302
                               Attention:  Rex R. O'Neal, Esq.
                               Telecopy No.:  (303) 546-4099
                    
                                       6


       (3)  Securities
            Intermediary:      Lehman Brothers Inc.
                               555 California Street
                               30th Floor
                               San Francisco, CA  94104
                               Attention:  William E. Welsh III, Branch Manager
                               Telecopy No.:  (415) 263-4400

              18.    TERMINATION.  The rights and powers granted herein to 
the Collateral Agent have been granted in order to perfect its security 
interests in the Securities Account for the benefit of the Secured Parties, 
are powers coupled with an interest and shall be affected neither by the 
bankruptcy of the Borrower nor by the lapse of time.  The obligations of the 
Securities Intermediary hereunder shall continue in effect until the security 
interests of the Collateral Agent for the benefit of the Secured Parties in 
the Securities Account have been terminated and the Collateral Agent has 
notified the Securities Intermediary of such termination in writing.

              19.    COUNTERPARTS.  This Agreement may be executed in any 
number of counterparts and by the different parties hereto on separate 
counterparts, each of which, when so executed and delivered, shall be an 
original, but all such counterparts shall together constitute but one and the 
same instrument.

              20.    HEADINGS.  Section headings have been inserted in this 
Agreement as a matter of convenience for reference only, and it is agreed 
that such section headings are not a part of this Agreement and shall not be 
used in the interpretation of any provision of this Agreement.
                                          
                                          
                                          
                       (Signatures Follow on Next Page)
                                          
                                          
                                          



                                       7


              IN WITNESS WHEREOF, the parties have caused this Securities 
Account Control Agreement to be duly executed by their duly authorized 
representatives as of the day and year first above written.


                                          JATO OPERATING CORP.
                                          
                                          
                                          By:  
                                               -------------------------------
                                               Name:
                                               Title:
                                   
                                   
                                          STATE STREET BANK AND TRUST COMPANY,
                                           as Collateral Agent
                                   
                                   
                                          By:  
                                               -------------------------------
                                               Name:
                                               Title:
                                   
                                   
                                   
                                          LEHMAN BROTHERS INC.,
                                           as Securities Intermediary
                                   
                                   
                                          By:  
                                               -------------------------------
                                               Name:
                                               Title:



                                   EXHIBIT A

                     [Letterhead of the Collateral Agent]
                                       
                                    [Date]

Lehman Brothers Inc.
555 California Street
30th Floor
San Francisco, CA  94104
Attention:  William E. Welsh III, Branch Manager


                          Notice of Exclusive Control
                                          
Ladies and Gentlemen:

          As referenced in the Securities Account Control Agreement 
(Borrower), dated as of July 14, 1999, among Jato Operating Corp., Lehman 
Brothers, Inc. and State Street Bank and Trust Company, as Collateral Agent 
(a copy of which is attached), we hereby give you notice of our exclusive 
control over securities account number 833-33166-1-3 (the "SECURITIES 
ACCOUNT") and all financial assets, cash and instruments credited thereto.  
You are hereby instructed not to accept any direction, instruction or 
entitlement order with respect to the Securities Account or the financial 
assets, cash and instruments credited thereto from any person other than the 
undersigned.

               You are instructed to deliver a copy of this notice by 
facsimile transmission to Jato Operating Corp.



                                   Very truly yours,

                                   STATE STREET BANK AND TRUST 
                                   COMPANY, as Collateral Agent

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


                                       
                                                                       EXHIBIT E

                      [FORM OF PLEDGE AGREEMENT (BORROWER)]

                                PLEDGE AGREEMENT
                                   (BORROWER)

         This PLEDGE AGREEMENT (BORROWER), dated as of July 14, 1999, is made 
between JATO OPERATING CORP., a Delaware corporation (with its successors, 
the "PLEDGOR") and STATE STREET BANK AND TRUST COMPANY, as collateral agent 
for and on behalf of and for the benefit of itself, the Administrative Agent 
(as hereinafter defined) and the Lenders (as hereinafter defined), including 
without limitation itself in its capacity at any time or from time to time as 
a Lender (as hereinafter defined) (with its successors in such capacity, the 
"COLLATERAL AGENT").

                              W I T N E S S E T H:

                  WHEREAS,  the Pledgor owns all of the common  stock of  
[____________], a [____________] corporation (with its successors, the 
"SUBSIDIARY"); and

                  WHEREAS, the Pledgor, Jato Communications Corp., the 
Lenders, State Street Bank and Trust Company, as Collateral Agent, and Lucent 
Technologies Inc., as administrative agent (the "ADMINISTRATIVE AGENT"), are 
parties to a Credit Agreement, dated as of July 14, 1999, (as the same may be 
amended, supplemented, restated or replaced from time to time, the "CREDIT 
AGREEMENT"), providing, subject to the terms and conditions thereof, for 
making Loans by the Lenders to the Pledgor; and

                  NOW, THEREFORE, in consideration of the premises and other 
good and valuable consideration, the receipt and sufficiency of which are 
hereby acknowledged, the parties hereto agree as follows:

                  SECTION 1. DEFINITIONS. Terms defined in the Credit 
Agreement and not otherwise defined herein have, as used herein, the 
respective meanings provided for therein. The following additional terms as 
used herein, have the following respective meanings:

                  "COLLATERAL" has the meaning assigned to such term in 
Section 3(a).

                  "COLLATERAL ACCOUNT" has the meaning set forth in the 
Security Agreement.

                  "EVENT OF DEFAULT" or "EVENTS OF DEFAULT" has any meaning 
assigned to such terms(s) in the Credit Agreement.

                  "ISSUER" means (1) the Subsidiary and (ii) each other 
direct subsidiary of the Pledgor that shall hereafter become, in accordance 
with Section 4, an "ISSUER" for purposes of this Pledge Agreement.



                  "LENDERS" and "LIEN" have the meanings assigned to such 
terms in the Credit Agreement.

                  "PLEDGED INSTRUMENTS" means (i) the intercompany notes, if 
any, listed on Exhibit A hereto and (ii) any instrument required to be 
pledged to the Collateral Agent pursuant to Section 3(b).

                  "PLEDGED SECURITIES" means the Pledged Instruments and the 
Pledged Stock.

                  "PLEDGED STOCK" means the Subsidiary Shares and any other 
capital stock or securities required to be pledged to the Collateral Agent 
pursuant to Section 3(b), and in respect of which such pledge or the Security 
Interests or both has not been released pursuant to Section 14 or other terms 
or provisions of this Pledge Agreement.

                  "REQUIRED LENDERS" has the meaning assigned to such term in 
the Credit Agreement.

                  "SECURED OBLIGATIONS" means, collectively:

                           (i)  the Secured Obligations (as defined in the 
                  Security Agreement); and

                           (ii) the Pledgor's obligations under this Pledge
                  Agreement.

                  "SECURED PARTIES" means, collectively (i) the Lenders, (ii)
the Administrative Agent and (iii) the Collateral Agent.

                  "SECURITY AGREEMENT" means the Security Agreement (Borrower),
dated as of July 14, 1999, between tile Pledgor and the Collateral Agent, as the
same may be modified, amended, supplemented, restated or replaced and
supplemented and in effect from time to time.

                  "SECURITY INTERESTS" means the security interests in the
Collateral granted hereunder securing the Secured Obligations.

                  "SUBSIDIARY SHARES" means, in aggregate, (a) the [________]
shares in the capital stock of the Subsidiary owned by the Pledgor, which share
as at the date hereof is represented by certificate No. [___] issued by the
Subsidiary and registered in the name of the Pledgor.

                  "UCC" means the Uniform Commercial Code of the State of New 
York.

                  Unless otherwise defined herein, or unless the context
otherwise requires, all terms used herein which are defined in the UCC as in
effect on the date hereof shall have the meanings ascribed thereto in the UCC.

                                       2


                  SECTION 2. REPRESENTATIONS AND WARRANTIES. The Pledgor 
represents and warrants as follows:

                  (a) TITLE TO PLEDGED SECURITIES. The Pledgor owns all of 
the Pledged Securities, free and clear of any Liens other than the Security 
Interests. All of the Pledged Stock has been duly authorized and validly 
issued, is fully paid and nonassessable (if applicable), and is subject to no 
options to purchase or similar rights of any person, and constitutes all and 
not less than all the Pledgor's securities of any class in the capital of 
each Issuer. The Pledgor is not and agrees that it will not become a party to 
or otherwise bound by any agreement, other than this Pledge Agreement or any 
of the Loan Documents, which might affect or restrict in any manner the 
rights of the Collateral Agent or the other Secured Parties or both or any 
present or future holder of any of the Pledged Stock with respect thereto.

                  (b) VALIDITY, PERFECTION AND PRIORITY OF SECURITY 
INTERESTS. Upon the delivery in New York of the Pledged Instruments and the 
certificates representing the Pledged Stock to the Collateral Agent in 
accordance with Section 3 hereof, the Collateral Agent will have valid and 
perfected security interests in the Collateral subject to no prior Lien. If 
the Collateral is held in New, York. then no registration, recordation or 
filing with any governmental body, agency or official is required under New 
York law in connection with the execution or delivery of this Pledge 
Agreement or necessary for the validity or enforceability hereof or for the 
perfection or enforcement of' the Security Interests (other than filing of 
appropriate financing statements in New York pursuant to the UCC). Neither 
the Pledgor nor the Subsidiary has performed or will perform any acts which 
might prevent the Collateral Agent from enforcing any of the terms and 
conditions of this Pledge Agreement or which would limit the Collateral Agent 
in any such enforcement.

                  SECTION 3. THE SECURITY INTERESTS. In order to secure the 
full and punctual payment of the Secured Obligations in accordance with the 
terms thereof, and to secure the performance of all the obligations of the 
Pledgor hereunder:

                  (a) The Pledgor hereby assigns, transfers and pledges to 
the Collateral Agent for the benefit of itself and the other Secured Parties 
and grants to the Collateral Agent for the benefit of itself and the other 
Secured Parties a security interest in the Pledged Securities, and all of its 
rights and privileges with respect thereto, all renewals thereof, 
substitutions therefor and accretions thereto, all proceeds, income and 
profits thereon, and all dividends (in cash or specie) and other payments and 
distributions with respect thereto and all securities and certificates 
therefor which shall be from time to time held by the Collateral Agent in 
safe custody (all such securities, renewals thereof, accretions thereto, 
proceeds thereof and income therefrom, collectively but excluding any 
Collateral released or distributable from time to time pursuant to Sections 
6, Section 14 or other terms or provisions of this Pledge Agreement, the 
"COLLATERAL"), as general and continuing collateral security and as a pledge, 
assignment and transfer, all the foregoing being subject to the Pledgor's 
rights under Sections 6 and 7. Contemporaneously with the execution and 
delivery hereof, the Pledgor is delivering the Pledged Instruments and the 
certificates representing the Pledged Stock

                  (b) Subject to Section 6, in the event that (i) any Issuer 
other than the Subsidiary at any time issues shares of capital stock of any 
class to the Pledgor, (ii) any Issuer at 

                                       3


any time issues to the Pledgor any Collateral in addition to the Subsidiary 
Shares, including without limitation shares of any class or series in its 
capital issued in respect of any new equity investment or other consideration 
of any kind from the Pledgor, or any additional or substitute certificates 
and/or shares of capital stock of any class, including without limitation any 
certificates and/or shares representing a stock dividend, a stock split or a 
distribution in connection with any reclassification, increase, reduction or 
return of capital or issued in connection with any recapitalization or any 
reorganization, options or rights, whether as an addition to, in substitution 
or exchange for the Subsidiary Shares, any of the Pledged Securities or other 
Collateral, or otherwise, or (iii) any Issuer at any time issues any note or 
substitute note, or owes any other Indebtedness to the Pledgor, the Pledgor 
shall accept the same as agent for and hold the same in trust for the benefit 
of the Secured Parties and deliver the same forthwith to the Collateral Agent 
in the exact form received, with the endorsement in blank of the Pledgor 
accompanied by stock powers executed by the Pledgor when necessary or 
appropriate, in the opinion of and in form and substance satisfactory to, the 
Collateral Agent, acting reasonably, to be held by the Collateral Agent as 
additional security for the Secured Obligations, and such shall thereupon be 
deemed included in the Collateral for all purposes of this Pledge Agreement 
and made subject to the Security Interests, and the Pledgor will immediately 
pledge to and deposit with the Collateral Agent certificates representing all 
such shares and such note or an instrument evidencing such other Indebtedness 
or such other Collateral as additional security for the Secured Obligations. 
All such shares, notes and instruments constitute Pledged Securities and are 
subject to all provisions of this Pledge Agreement.

                  (c) The Security Interests are granted as security only and 
shall not subject the Collateral Agent or any Secured Party to, or transfer 
or in any way affect or modify, any obligation or liability of the Pledgor or 
the Issuers with respect to any of the Collateral or any transaction in 
connection therewith.

                  (d) All Pledged Instruments delivered to the Collateral 
Agent by the Pledgor pursuant hereto shall be endorsed in suitable form for 
transfer by endorsement and delivery by the Collateral Agent, and accompanied 
by any required transfer tax stamps, all in form and Substance satisfactory 
to the Collateral Agent. All certificates representing Pledged Stock 
delivered to the Collateral Agent by the Pledgor pursuant hereto shall be in 
suitable form for transfer by delivery, or shall be accompanied by duly 
executed instruments of transfer or assignment or contract notes, where 
applicable, in blank, and accompanied by any required transfer tax stamps, 
all in form and substance satisfactory to the Collateral Agent.

                  SECTION 4. FILING FURTHER ASSURANCES.

                  (a) The Pledgor agrees that it will, in such manner and 
form as the Collateral Agent may require, execute, deliver, file and record 
any financing statement, specific assignment or other paper and take any 
other action that the Collateral Agent reasonably may determine to be 
necessary or desirable in order to create, preserve, perfect or validate any 
Security Interest or to enable the Collateral Agent to exercise and enforce 
its rights hereunder with respect to any of the Collateral. Without limiting 
the generality of the foregoing, whenever any person other than the 
Subsidiary shall become a subsidiary of the Pledgor, such subsidiary shall 
automatically become an Issuer and the Pledgor shall, if requested by the 
Collateral Agent, promptly deliver to the Collateral Agent an opinion of 
counsel to the Pledgor covering such matters relating to the 

                                       4


validity, perfection and priority of the Security Interests in the Pledged 
Securities of such Issuer as the Collateral Agent shall reasonably request.

                  (b) The Pledgor agrees that it shall notify the Collateral 
Agent in writing at least twenty (20) days prior to any change of name of the 
Pledgor.

                  SECTION 5. FORM OF SHARES. The certificates representing 
any of the Pledged Stock or other shares included in the Collateral at any 
time shall be free of any restrictive or cautionary legends other than with 
respect to the Securities Act of 1933 or blue sky laws.

                  SECTION 6. RIGHT TO RECEIVE DISTRIBUTIONS ON COLLATERAL.

                  (a) So long as no Event of Default shall at any applicable 
time have occurred and be continuing, the Pledgor shall have the right to 
receive all dividends (in cash or specie), interest, returns of capital and 
other payments or distributions made upon or with respect to, and all options 
and rights issued in connection with, the Collateral.

                  (b) The Collateral Agent shall, upon the occurrence and 
during the continuance of an Event of Default, have the right to receive (for 
deposit in the Collateral Account, if cash) and to retain as Collateral 
hereunder all dividends (in cash or specie), interest and other payments and 
distributions made upon or with respect to the Collateral and the Pledgor 
shall take all such action as the Collateral Agent may deem necessary or 
appropriate to give effect to such right. All such dividends, interest and 
other payments and distributions which are received by the Pledgor, upon the 
occurrence and during the continuance of an Event of Default, shall be 
received in trust for the benefit of the Collateral Agent and the other 
Secured Parties and, if the Collateral Agent so directs, upon the occurrence 
and during the continuance of an Event of Default, shall be segregated from 
other funds of the Pledgor and shall, forthwith upon demand by the Collateral 
Agent during the continuance of an Event of Default, be paid over to the 
Collateral Agent as Collateral in the same form as received (with any 
necessary endorsement, and accompanied by any necessary stock powers executed 
by the Pledgor). After all Events of Default have been cured, the Collateral 
Agent's right to retain dividends, interest and other payments and 
distributions under this Section 6 shall cease and the Collateral Agent shall 
pay over to the Pledgor any such Collateral retained by the Collateral Agent 
during the continuance of an Event of Default.

                  SECTION 7. RIGHT TO VOTE PLEDGED STOCK. Unless an Event of 
Default shall have occurred and be continuing, the Pledgor shall have the 
right, from time to time, to vote and to give consents, ratifications and 
waivers with respect to the Pledged Stock.

                  If an Event of Default shall have occurred and be 
continuing, then the Collateral Agent shall have the right to the extent 
permitted or recognized by law, and the Pledgor shall take all such action as 
may be necessary or appropriate to give effect to such right, to vote and to 
give consents, ratifications and waivers, and take any other action with 
respect to any or all of the Pledged Stock with the same force and effect as 
if the Collateral Agent were the absolute and sole owner thereof.

                  SECTION 8. GENERAL AUTHORITY. The Pledgor hereby 
irrevocably (to the extent permitted or recognized by law) appoints the 
Collateral Agent its true and lawful attorney, with 

                                       5


full power of substitution, in the name of the Pledgor, the Collateral Agent 
and the other Secured Parties or otherwise, for the sole use and benefit of 
the Collateral Agent and the other Secured Parties to the extent permitted or 
recognized by law, to exercise, at any time and from time to time while an 
Event of Default has occurred and is continuing, all or any of the following 
powers with respect to all or any of the Collateral:

                           (i) to demand, sue for, collect, receive and give
                  acquittance for any and all moneys due or to become due upon
                  or by virtue thereof,

                           (ii) to settle, compromise, compound, prosecute or
                  defend any action or proceeding with respect thereto,

                           (iii) to sell, transfer, assign or otherwise deal in
                  or with the same or the proceeds or avails thereof, as fully
                  and effectually as if the Collateral Agent were the absolute
                  owner thereof, and

                           (iv) to extend the time of payment of any or all
                  thereof and to make any allowance and other adjustments with
                  reference thereto;

PROVIDED that the Collateral Agent shall give the Pledgor not less than 
fifteen days' prior written notice of the time and place of any sale or other 
intended disposition of any of the Collateral except any Collateral which 
threatens to decline speedily in value or is of a type customarily sold on a 
recognized market.

                  SECTION 9. REMEDIES UPON EVENT OF DEFAULT.

                  (a) If any Event of Default shall have occurred and be 
continuing, the Collateral Agent may exercise on behalf of the Secured 
Parties all the rights of a secured party under the UCC and, in addition, the 
Collateral Agent may, without obligation to resort to other security under 
any other Security Documents or to recourse against any other guarantor 
(including without limitation the Subsidiary), surety or other person liable, 
and without being required to give any notice, except as herein provided or 
as may be required by mandatory provisions of applicable law, (a) apply the 
cash, if any, then held by it as Collateral as specified in Section 12, and 
(b) if there shall be no such cash or if such cash shall be insufficient to 
pay all the Secured Obligations in full, sell the Collateral or any parts 
thereof at public or private sale or at any broker's board or on any 
securities exchange, for cash, upon credit or for future delivery, and at 
such price or prices as the Collateral Agent, acting reasonably, may deem 
satisfactory. The Collateral Agent or any other Secured Party may be the 
purchaser of any or all of the Collateral so sold at any public sale (or, if 
the Collateral is of a type customarily sold in a recognized market or is of 
a type which is the subject of widely distributed standard price quotations 
at any private sale) and thereafter hold the same, absolutely, free from any 
equity or right of redemption, or other right or claim of whatsoever kind.

                  (b) Notwithstanding anything to the contrary contained 
herein or any other Loan Document, neither the Collateral Agent nor any 
Secured Party shall, without first obtaining approval of a Governmental 
Authority, take any action pursuant to this Pledge Agreement or any other 
Loan Document which would constitute or result in an assignment of any 
License held by the Pledgor or any of its Subsidiaries, or which would 
constitute a transfer of control of any 

                                       6


Subsidiary that holds a License (including without limitation, any voting of 
the Pledged Stock), if such assignment or transfer would require, under the 
existing applicable law, the prior approval of such Governmental Authority. 
The Pledgor agrees to take, and the Pledgor agrees to cause each of its 
Subsidiaries to take, in each case upon the occurrence and during the 
continuance of an Event of Default, any action that the Collateral Agent may 
reasonably request in order to obtain from any Governmental Authority such 
approval as may be necessary to enable the Collateral Agent to transfer the 
Pledged Securities pursuant to this Pledge Agreement, the Loan Documents and 
each other agreement, instrument and document delivered to the Collateral 
Agent in connection herewith and therewith, including specifically, at the 
expense of the Pledgor, the use of the Pledgor's and each of its 
Subsidiaries' commercially reasonable efforts to assist in obtaining approval 
of such Governmental Authority for any action or transaction contemplated by 
this Agreement for which such approval is or shall be required by law, and 
specifically, without limitation, upon request, to prepare, sign and file 
with such Governmental Authority, the assignor's or transferor's portion of 
any application or applications for consent to the transfer of any Pledged 
Securities necessary or appropriate under the rules and regulations of such 
Governmental Authority for approval of any sale or sales of any of the 
Collateral by or on behalf of the Collateral Agent or any assumption by the 
Collateral Agent of voting rights relating thereto effected in accordance 
with the terms of this Agreement.

                  SECTION 10. EXPENSES. The Pledgor agrees that it will 
forthwith upon demand pay the following amounts:

                           (i) the amount of any taxes which the Collateral
                  Agent may have been required to pay by reason of the Security
                  Interests or to free any of the Collateral from any Lien
                  thereon, and

                           (ii) the amount of any and all out-of-pocket
                  expenses, including the reasonable fees and disbursements of
                  counsel and of any other experts employed to evaluate, protect
                  or realize the value of the Collateral, which the Collateral
                  Agent may incur in connection with (w) the administration or
                  enforcement of this Pledge Agreement, including such expenses
                  as are incurred to preserve the value of the Collateral and
                  the validity, perfection, rank and value of any Security
                  Interest, (x) the collection, sale or other disposition of any
                  of the Collateral, (y) the exercise by the Collateral Agent of
                  any of the rights conferred upon it hereunder or (z) any
                  Default or Event of Default.

                  Any such amount not paid on demand shall bear interest for 
each day until paid at the Alternate Base Rate plus the Applicable Rate plus 
two percent (2%) per annum for such day.

                  SECTION 11. LIMITATION ON DUTY OF COLLATERAL AGENT IN 
RESPECT OF COLLATERAL. Beyond the exercise of reasonable care in the custody 
thereof, the Collateral Agent shall not have any duty as to any Collateral in 
its possession or control or in the possession or control of any agent or 
bailee or any proceeds thereof or as to the preservation of rights against 
prior parties or any other rights pertaining thereto. The Collateral Agent 
shall be deemed to have exercised reasonable care in the custody and 
preservation of the Collateral in its possession if the Collateral is 
accorded treatment substantially equal to that which it accords its own 
property, and shall not be liable or responsible for any loss or damage to 
any of the Collateral, or for any diminution in 

                                       7


the value thereof, by reason of the act or omission of any agent or bailee 
selected by the Collateral Agent, as the case may be, in good faith. Without 
limitation of the foregoing, and except as specifically provided for in this 
Pledge Agreement, or otherwise as might be required by applicable laws, the 
Collateral Agent and the other Secured Parties shall have no duty to send any 
notices, perform any services, vote, pay, exercise any options or make any 
elections with respect to, or pay any taxes or charges associated with, or 
otherwise take any other action of any kind with respect to the Collateral.

                  SECTION 12. APPLICATION OF PROCEEDS. Upon the occurrence 
and during the continuance of an Event of Default, the proceeds of any sale 
of, or other realization upon, all or any parts of the Collateral and any 
cash held shall be applied by the Collateral Agent in payment of the Secured 
Obligations, in accordance with the Credit Agreement.

                  SECTION 13. APPOINTMENT OF CO-COLLATERAL AGENTS. At any 
time or times, in order to comply with any legal requirement in any 
jurisdiction, the Collateral Agent may appoint another bank or trust company 
or one or more other persons, either to act as co-collateral agent or 
co-collateral agents, jointly with the Collateral Agent, or to act as 
separate collateral agent or collateral agents on behalf of the Secured 
Parties with such power and authority as may be necessary for the effectual 
operation of the provisions hereof and may be specified in the instrument of 
appointment.

                  SECTION 14. TERMINATION OF SECURITY INTERESTS; RELEASE OF 
COLLATERAL.

                  (a) Upon the repayment in full of all Secured Obligations 
and the termination of the Commitments under the Credit Agreement, the 
Security Interests shall terminate and all rights to the Collateral shall 
revert to the Pledgor.

                  (b) At any time and from time to time prior to such 
termination of the Security Interests, the Collateral Agent may release all 
or any part of the Collateral in accordance with the Credit Agreement, 
whereupon the Security Interests in such released Collateral shall terminate 
and the rights to such released Collateral shall revert to the Pledgor.

                  (c) Upon any such termination of the Security Interest or 
release of Collateral, the Collateral Agent will, at the expense of the 
Pledgor, execute and deliver to the Pledgor such documents as the Pledgor 
shall reasonably request to evidence the termination of the Security 
Interests or the release of such Collateral, as the case may be.

                  SECTION 15. NOTICES. All notices, requests and other 
communications to any party hereunder shall be given in accordance with 
Section 9.01 of the Credit Agreement.

                  SECTION 16. WAIVERS, NON-EXCLUSIVE REMEDIES. No failure on 
the part of the Collateral Agent to exercise, and no delay in exercising and 
no course of dealing with respect to, any right under this Pledge Agreement 
shall operate as a waiver thereof, nor shall any single or partial exercise 
by the Collateral Agent of any right under the Credit Agreement or this 
Pledge Agreement preclude any other or further exercise thereof or the 
exercise of any other right. The rights in this Pledge Agreement and the 
Credit Agreement are cumulative and are not exclusive of any other remedies 
provided by law.

                                       8


                  SECTION 17. SUCCESSORS AND ASSIGNS. This Pledge Agreement 
is for the benefit of the Collateral Agent and the other Secured Parties and 
their successors and assigns, and in the event of an assignment of all or any 
of the Secured Obligations, the rights hereunder, to the extent applicable to 
the indebtedness so assigned, may be transferred with such indebtedness. This 
Pledge Agreement shall be binding on the Pledgor and its assigns and the 
rights of the Pledgor hereunder shall inure to the benefit of the Pledgor's 
permitted assigns.

                  SECTION 18. CHANGES IN WRITING. Neither this Pledge 
Agreement nor any provision hereof may be changed, waived, discharged or 
terminated orally, but only in writing signed by Pledgor and the Collateral 
Agent with the consent of the Required Lenders (or in the case of Section 14, 
all of the Lenders).

                  SECTION 19. ATTACHMENT. The Security Interests are intended 
to attach and take effect forthwith upon the execution of this Pledge 
Agreement and Pledgor acknowledges that value has been given and that the 
Pledgor has rights in the Collateral. With respect to any Collateral which is 
in addition to, or which is a renewal, replacement or substitution for any of 
the Collateral (as constituted on the date hereto) the Security Interests 
created hereby are intended to attach and take effect at the time of such 
addition, renewal, replacement or substitution, and the Pledgor represents 
and warrants that it shall have rights in such Collateral at the time of such 
addition, renewal, replacement or substitution, as the case may be.

                  SECTION 20. GOVERNING LAW. THIS PLEDGE AGREEMENT SHALL BE 
GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW 
YORK.

                  SECTION 21. SEVERABILITY. If any provision hereof is 
invalid or unenforceable in any jurisdiction, then, to the fullest extent 
permitted by law, (i) the other provisions hereof shall remain in full force 
and effect in such jurisdiction in order to carry out the intentions of the 
parties hereto as nearly as may be possible; and (ii) the invalidity or 
unenforceability of any provision hereof in any jurisdiction shall not affect 
the validity or enforceability of such provision in any other jurisdiction.

                  SECTION 22. COUNTERPARTS. This Pledge Agreement may be 
executed in any number of counterparts, all of which taken together shall 
constitute one and the same instrument and any of the parties hereto may 
execute this Pledge Agreement by signing any such counterpart.

                        (Signatures Follow on Next Page)






                                       9


         IN WITNESS WHEREOF, the par-ties hereto have caused this Pledge 
Agreement (Borrower) to be duly executed by their respective authorized 
officers as of the day and year first above written.

                                   JATO OPERATING CORP.


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

                                   STATE STREET BANK AND TRUST
                                   COMPANY, as Collateral Agent

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






                                       
                                   EXHIBIT A

                              INTERCOMPANY NOTES






                                                                       Exhibit F
                                       
                               PLEDGE AGREEMENT
                                       
                                   (PARENT)
                                       
          This PLEDGE AGREEMENT (PARENT), dated as of July 14, 1999, is made 
between JATO COMMUNICATIONS CORP., a Delaware corporation (with its 
successors, the "PLEDGOR") and STATE STREET BANK AND TRUST COMPANY, as 
collateral agent for and on behalf of and for the benefit of itself, the 
Administrative Agent (as hereinafter defined) and the Lenders (as hereinafter 
defined), including without limitation itself in its capacity at any time or 
from time to time as a Lender (as hereinafter defined) (with its successors 
in such capacity, the "COLLATERAL AGENT").

                              W I T N E S S E T H:

          WHEREAS, the Pledgor owns all of the common stock of Jato Operating 
Corp., a corporation organized under the laws of Delaware (with its 
successors, the "SUBSIDIARY"); and

          WHEREAS, the Subsidiary, the Pledgor, the Lenders, State Street 
Bank and Trust Company, as Collateral Agent, and Lucent Technologies Inc., as 
administrative agent (the "ADMINISTRATIVE AGENT"), are parties to a Credit 
Agreement, dated as of July 14, 1999 (as the same may be amended, 
supplemented, restated or replaced from time to time, the "CREDIT 
AGREEMENT"), providing, subject to the terms and conditions thereof, for 
making Loans by the Lenders to the Subsidiary; and

          NOW, THEREFORE, in consideration of the premises and other good and 
valuable consideration, the receipt and sufficiency of which are hereby 
acknowledged, the parties hereto agree as follows:

          SECTION 1.  DEFINITIONS. Terms defined in the Credit Agreement and 
not otherwise defined herein have, as used herein, the respective meanings 
provided for therein.  The following additional terms as used herein, have 
the following respective meanings:

          "COLLATERAL" has the meaning assigned to such term in Section 3(a).

          "COLLATERAL ACCOUNT" has the meaning set forth in the Security 
Agreement.

          "EVENT OF DEFAULT" or "EVENTS OF DEFAULT" has any meaning assigned 
to such term(s) in the Credit Agreement.

          "LENDERS" and "LIEN" have the meanings assigned to such terms in 
the Credit Agreement.



          "PLEDGED INSTRUMENTS" means (i) the intercompany notes, if any, 
listed on Exhibit A hereto and (ii) any instrument required to be pledged to 
the Collateral Agent pursuant to Section 3(b).

          "PLEDGED SECURITIES" means the Pledged Instruments and the Pledged 
Stock.

          "PLEDGED STOCK" means the Subsidiary Shares and any other capital 
stock or securities required to be pledged to the Collateral Agent pursuant 
to Section 3(b), and in respect of which such pledge or the Security 
Interests or both has not been released pursuant to Section 14 or other terms 
or provisions of this Pledge Agreement.

          "REQUIRED LENDERS" has the meaning assigned to such term in the 
Credit Agreement.

          "SECURED OBLIGATIONS" means, collectively:

               (i)  all amounts payable by the Pledgor under any Loan Document;
          and

               (ii) the Pledgor's obligations under this Pledge Agreement.

          "SECURED PARTIES" means, collectively (i) the Lenders, (ii) the 
Administrative Agent and (iii) the Collateral Agent.

          "SECURITY AGREEMENT" means the Security Agreement (Parent), dated 
as of July 14, 1999, between the Pledgor and the Collateral Agent, as the 
same may be modified, amended, supplemented, restated or replaced and 
supplemented and in effect from time to time.

          "SECURITY INTERESTS" means the security interests in the Collateral 
granted hereunder securing the Secured Obligations.

          "SUBSIDIARY SHARES" means the 1,100 shares in the capital stock of 
the Subsidiary owned by the Pledgor, which shares as at the date hereof are 
represented by certificates Nos.  CS-1 and CS-2 issued by the Subsidiary and 
registered in the name of the Pledgor.

          "UCC" means the Uniform Commercial Code of the State of New York.

          Unless otherwise defined herein, or unless the context otherwise 
requires, all terms used herein which are defined in the UCC as in effect on 
the date hereof shall have the meanings ascribed thereto in the UCC.

          SECTION 2.  REPRESENTATIONS AND WARRANTIES. The Pledgor represents 
and warrants as follows:

          (a)  TITLE TO PLEDGED SECURITIES.  The Pledgor owns all of the 
Pledged Securities, free and clear of any Liens other than the Security 
Interests.  All of the Pledged Stock has been duly authorized and validly 
issued, is fully paid and nonassessable (if applicable), and is subject to no 
options to purchase or similar rights of any person, and constitutes all and 
not less than all the Pledgor's securities of any class in the capital of the 
Subsidiary.  The Pledgor is 

                                       2


not and agrees that it will not become a party to or otherwise bound by any 
agreement, other than this Pledge Agreement or any of the Loan Documents, 
which might affect or restrict in any manner the rights of the Collateral 
Agent or the other Secured Parties or both or any present or future holder of 
any of the Pledged Stock with respect thereto.

          (b)  VALIDITY, PERFECTION AND PRIORITY OF SECURITY INTERESTS.  Upon 
the delivery in New York or Massachusetts of the Pledged Instruments and the 
certificates representing the Pledged Stock to the Collateral Agent in 
accordance with Section 3 hereof, the Collateral Agent will have valid and 
perfected security interests in the Collateral subject to no prior Lien.  If 
the Collateral is held in Massachusetts, then no registration, recordation or 
filing with any governmental body, agency or official is required in 
connection with the execution or delivery of this Pledge Agreement or 
necessary for the validity or enforceability hereof or for the perfection or 
enforcement of the Security Interests.  Neither the Pledgor nor the 
Subsidiary has performed or will perform any acts which might prevent the 
Collateral Agent from enforcing any of the terms and conditions of this 
Pledge Agreement or which would limit the Collateral Agent in any such 
enforcement.

          SECTION 3.  THE SECURITY INTERESTS. In order to secure the full and 
punctual payment of the Secured Obligations in accordance with the terms 
thereof, and to secure the performance of all the obligations of the Pledgor 
hereunder:

          (a)  The Pledgor hereby assigns, transfers and pledges to the 
Collateral Agent for the benefit of itself and the other Secured Parties and 
grants to the Collateral Agent for the benefit of itself and the other 
Secured Parties a security interest in the Pledged Securities, and all of its 
rights and privileges with respect thereto, all renewals thereof, 
substitutions therefor and accretions thereto, all proceeds, income and 
profits thereon, and all dividends (in cash or specie) and other payments and 
distributions with respect thereto and all securities and certificates 
therefor which shall be from time to time held by the Collateral Agent in 
safe custody (all such securities, renewals thereof, accretions thereto, 
proceeds thereof and income therefrom, collectively but excluding any 
Collateral released or distributable from time to time pursuant to Section 6, 
Section 14 or other terms or provisions of this Pledge Agreement, the 
"COLLATERAL"), as general and continuing collateral security and as a pledge, 
assignment and transfer, all the foregoing being subject to the Pledgor's 
rights under Sections 6 and 7.  Contemporaneously with the execution and 
delivery hereof, the Pledgor is delivering the Pledged Instruments and the 
certificates representing the Pledged Stock.

          (b)  Subject to Section 6, in the event that the Subsidiary (i) at 
any time issues to the Pledgor any Collateral in addition to the Subsidiary 
Shares, including without limitation shares of any class or series in its 
capital issued in respect of any new equity investment or other consideration 
of any kind from the Pledgor, or any additional or substitute certificates 
and/or shares of capital stock of any class, including without limitation any 
certificates and/or shares representing a stock dividend, a stock split or a 
distribution in connection with any reclassification, increase, reduction or 
return of capital or issued in connection with any recapitalization or any 
reorganization, options or rights, whether as an addition to, in substitution 
or exchange for the Subsidiary Shares, any of the Pledged Securities or other 
Collateral, or otherwise, or (ii) at any time issues any note or substitute 
note, or owes any other Indebtedness to the Pledgor, the Pledgor shall accept 
the same as agent for and hold the same in trust for the 

                                       3


benefit of the Secured Parties and deliver the same forthwith to the 
Collateral Agent in the exact form received, with the endorsement in blank of 
the Pledgor accompanied by stock powers executed by the Pledgor when 
necessary or appropriate, in the opinion of and in form and substance 
satisfactory to, the Collateral Agent, acting reasonably, to be held by the 
Collateral Agent as additional security for the Secured Obligations, and such 
shall thereupon be deemed included in the Collateral for all purposes of this 
Pledge Agreement and made subject to the Security Interests, and the Pledgor 
will immediately pledge to and deposit with the Collateral Agent certificates 
representing all such shares and such note or an instrument evidencing such 
other Indebtedness or such other Collateral as additional security for the 
Secured Obligations.  All such shares, notes and instruments constitute 
Pledged Securities and are subject to all provisions of this Pledge Agreement.

          (c)  The Security Interests are granted as security only and shall 
not subject the Collateral Agent or any Secured Party to, or transfer or in 
any way affect or modify, any obligation or liability of the Pledgor or the 
Subsidiary with respect to any of the Collateral or any transaction in 
connection therewith.

          (d)  All Pledged Instruments delivered to the Collateral Agent by 
the Pledgor pursuant hereto shall be endorsed in suitable form for transfer 
by endorsement and delivery by the Collateral Agent, and accompanied by any 
required transfer tax stamps, all in form and substance satisfactory to the 
Collateral Agent.  All certificates representing Pledged Stock delivered to 
the Collateral Agent by the Pledgor pursuant hereto shall be in suitable form 
for transfer by delivery, or shall be accompanied by duly executed 
instruments of transfer or assignment or contract notes, where applicable, in 
blank, and accompanied by any required transfer tax stamps, all in form and 
substance satisfactory to the Collateral Agent.

          SECTION 4.  FILING FURTHER ASSURANCES. (a)    The Pledgor agrees 
that it will, in such manner and form as the Collateral Agent may require, 
execute, deliver, file and record any financing statement, specific 
assignment or other paper and take any other action that the Collateral Agent 
reasonably may determine to be necessary or desirable in order to create, 
preserve, perfect or validate any Security Interest or to enable the 
Collateral Agent to exercise and enforce its rights hereunder with respect to 
any of the Collateral.  

          (b)  The Pledgor agrees that it shall notify the Collateral Agent 
in writing at least twenty (20) days prior to any change of name of the 
Pledgor.

          SECTION 5.  FORM OF SHARES.  The certificates representing any of 
the Pledged Stock or other shares included in the Collateral at any time 
shall be free of any restrictive or cautionary legends other than with 
respect to the Securities Act of 1933 or state blue sky laws.

          SECTION 6.  RIGHT TO RECEIVE DISTRIBUTIONS ON COLLATERAL. (a)    So 
long as no Event of Default shall at any applicable time have occurred and be 
continuing, the Pledgor shall have the right to receive all dividends (in 
cash or specie), interest, returns of capital and other payments or 
distributions made upon or with respect to, and all options and rights issued 
in connection with, the Collateral.

                                       4


          (b)  The Collateral Agent shall, upon the occurrence and during the 
continuance of an Event of Default, have the right to receive (for deposit in 
the Collateral Account, if cash) and to retain as Collateral hereunder all 
dividends (in cash or specie), interest and other payments and distributions 
made upon or with respect to the Collateral and the Pledgor shall take all 
such action as the Collateral Agent may deem necessary or appropriate to give 
effect to such right.  All such dividends, interest and other payments and 
distributions which are received by the Pledgor, upon the occurrence and 
during the continuance of an Event of Default, shall be received in trust for 
the benefit of the Collateral Agent and the other Secured Parties and, if the 
Collateral Agent so directs, upon the occurrence and during the continuance 
of an Event of Default, shall be segregated from other funds of the Pledgor 
and shall, forthwith upon demand by the Collateral Agent during the 
continuance of an Event of Default, be paid over to the Collateral Agent as 
Collateral in the same form as received (with any necessary endorsement, and 
accompanied by any necessary stock powers executed by the Pledgor).  After 
all Events of Default have been cured, the Collateral Agent's right to retain 
dividends, interest and other payments and distributions under this Section 6 
shall cease and the Collateral Agent shall pay over to the Pledgor any such 
Collateral retained by the Collateral Agent during the continuance of an 
Event of Default.

          SECTION 7.  RIGHT TO VOTE PLEDGED STOCK. Unless an Event of Default 
shall have occurred and be continuing, the Pledgor shall have the right, from 
time to time, to vote and to give consents, ratifications and waivers with 
respect to the Pledged Stock.

          If an Event of Default shall have occurred and be continuing, then 
the Collateral Agent shall have the right to the extent permitted or 
recognized by law, and the Pledgor shall take all such action as may be 
necessary or appropriate to give effect to such right, to vote and to give 
consents, ratifications and waivers, and take any other action with respect 
to any or all of the Pledged Stock with the same force and effect as if the 
Collateral Agent were the absolute and sole owner thereof.

          SECTION 8.  GENERAL AUTHORITY. The Pledgor hereby irrevocably (to 
the extent permitted or recognized by law) appoints the Collateral Agent its 
true and lawful attorney, with full power of substitution, in the name of the 
Pledgor, the Collateral Agent and the other Secured Parties or otherwise, for 
the sole use and benefit of the Collateral Agent and the other Secured 
Parties to the extent permitted or recognized by law, to exercise, at any 
time and from time to time while an Event of Default has occurred and is 
continuing, all or any of the following powers with respect to all or any of 
the Collateral:

               (i)  to demand, sue for, collect, receive and give acquittance
          for any and all moneys due or to become due upon or by virtue thereof,

               (ii) to settle, compromise, compound, prosecute or defend any
          action or proceeding with respect thereto,

               (iii)     to sell, transfer, assign or otherwise deal in or with
          the same or the proceeds or avails thereof, as fully and effectually
          as if the Collateral Agent were the absolute owner thereof, and

                                       5


               (iv) to extend the time of payment of any or all thereof and to
          make any allowance and other adjustments with reference thereto;

PROVIDED that the Collateral Agent shall give the Pledgor not less than 
fifteen days' prior written notice of the time and place of any sale or other 
intended disposition of any of the Collateral except any Collateral which 
threatens to decline speedily in value or is of a type customarily sold on a 
recognized market.

          SECTION 9.  REMEDIES UPON EVENT OF DEFAULT. 

          (a)  If any Event of Default shall have occurred and be continuing, 
the Collateral Agent may exercise on behalf of the Secured Parties all the 
rights of a secured party under the UCC and, in addition, the Collateral 
Agent may, without obligation to resort to other security under any other 
Security Documents or to recourse against any other guarantor (including 
without limitation the Subsidiary or any other Guarantor Subsidiary), surety 
or other person liable, and without being required to give any notice, except 
as herein provided or as may be required by mandatory provisions of 
applicable law, (a) apply the cash, if any, then held by it as Collateral as 
specified in Section 12, and (b) if there shall be no such cash or if such 
cash shall be insufficient to pay all the Secured Obligations in full, sell 
the Collateral or any parts thereof at public or private sale or at any 
broker's board or on any securities exchange, for cash, upon credit or for 
future delivery, and at such price or prices as the Collateral Agent, acting 
reasonably, may deem satisfactory.  The Collateral Agent or any other Secured 
Party may be the purchaser of any or all of the Collateral so sold at any 
public sale (or, if the Collateral is of a type customarily sold in a 
recognized market or is of a type which is the subject of widely distributed 
standard price quotations at any private sale) and thereafter hold the same, 
absolutely, free from any equity or right of redemption, or other right or 
claim of whatsoever kind.

          (b)  Notwithstanding anything to the contrary contained herein or 
any other Loan Document, neither the Collateral Agent nor any Secured Party 
shall, without first obtaining approval of a Governmental Authority, take any 
action pursuant to this Pledge Agreement or any other Loan Document which 
would constitute or result in an assignment of any License held by the 
Pledgor, the Subsidiary or any of its subsidiaries, or which would constitute 
a transfer of control of the Subsidiary or any of its subsidiaries that hold 
a License (including without limitation, any voting of the Pledged Stock), if 
such assignment or transfer would require, under the existing applicable law, 
the prior approval of such Governmental Authority.  The Pledgor agrees to 
take, and the Pledgor agrees to cause the Subsidiary and each of its 
subsidiaries to take, in each case upon the occurrence and during the 
continuance of an Event of Default, any action that the Collateral Agent may 
reasonably request in order to obtain from any Governmental Authority such 
approval as may be necessary to enable the Collateral Agent to transfer the 
Pledged Securities pursuant to this Pledge Agreement, the Loan Documents and 
each other agreement, instrument and document delivered to the Collateral 
Agent in connection herewith and therewith, including specifically, at the 
expense of the Pledgor, the use of the Pledgor's and the Subsidiary's and 
each of its subsidiaries' commercially reasonable efforts to assist in 
obtaining approval of such Governmental Authority for any action or 
transaction contemplated by this Agreement for which such approval is or 
shall be required by law, and specifically, without limitation, upon request, 
to prepare, sign and file with such Governmental Authority, the assignor's or 
transferor's portion of any application or applications for consent to the 
transfer of 

                                       6


any Pledged Securities necessary or appropriate under the rules and 
regulations of such Governmental Authority for approval of any sale or sales 
of any of the Collateral by or on behalf of the Collateral Agent or any 
assumption by the Collateral Agent of voting rights relating thereto effected 
in accordance with the terms of this Agreement.

          SECTION 10.  EXPENSES. The Pledgor agrees that it will forthwith 
upon demand pay the following amounts:

               (i)  the amount of any taxes which the Collateral Agent may have
          been required to pay by reason of the Security Interests or to free
          any of the Collateral from any Lien thereon, and

               (ii) the amount of any and all out-of-pocket expenses, including
          the reasonable fees and disbursements of counsel and of any other
          experts employed to evaluate, protect or realize the value of the
          Collateral, which the Collateral Agent may incur in connection with
          (w) the administration or enforcement of this Pledge Agreement,
          including such expenses as are incurred to preserve the value of the
          Collateral and the validity, perfection, rank and value of any
          Security Interest, (x) the collection, sale or other disposition of
          any of the Collateral, (y) the exercise by the Collateral Agent of any
          of the rights conferred upon it hereunder or (z) any Default or Event
          of Default.

          Any such amount not paid on demand shall bear interest for each day 
until paid at the Alternate Base Rate plus the Applicable Rate plus two 
percent (2%) per annum for such day.

          SECTION 11.  LIMITATION ON DUTY OF COLLATERAL AGENT IN RESPECT OF 
COLLATERAL.  Beyond the exercise of reasonable care in the custody thereof, 
the Collateral Agent shall not have any duty as to any Collateral in its 
possession or control or in the possession or control of any agent or bailee 
or any proceeds thereof or as to the preservation of rights against prior 
parties or any other rights pertaining thereto.  The Collateral Agent shall 
be deemed to have exercised reasonable care in the custody and preservation 
of the Collateral in its possession if the Collateral is accorded treatment 
substantially equal to that which it accords its own property, and shall not 
be liable or responsible for any loss or damage to any of the Collateral, or 
for any diminution in the value thereof, by reason of the act or omission of 
any agent or bailee selected by the Collateral Agent, as the case may be, in 
good faith.  Without limitation of the foregoing, and except as specifically 
provided for in this Pledge Agreement, or otherwise as might be required by 
applicable laws, the Collateral Agent and the other Secured Parties shall 
have no duty to send any notices, perform any services, vote, pay, exercise 
any options or make any elections with respect to, or pay any taxes or 
charges associated with, or otherwise take any other action of any kind with 
respect to the Collateral.

          SECTION 12.  APPLICATION OF PROCEEDS.  Upon the occurrence and 
during the continuance of an Event of Default, the proceeds of any sale of, 
or other realization upon, all or any parts of the Collateral and any cash 
held shall be applied by the Collateral Agent in payment of the Secured 
Obligations, in accordance with the Credit Agreement.

                                       7


          SECTION 13.  APPOINTMENT OF CO-COLLATERAL AGENTS. At any time or 
times, in order to comply with any legal requirement in any jurisdiction, the 
Collateral Agent may appoint another bank or trust company or one or more 
other persons, either to act as co-collateral agent or co-collateral agents, 
jointly with the Collateral Agent, or to act as separate collateral agent or 
collateral agents on behalf of the Secured Parties with such power and 
authority as may be necessary for the effectual operation of the provisions 
hereof and may be specified in the instrument of appointment.

          SECTION 14.  TERMINATION OF SECURITY INTERESTS; RELEASE OF 
COLLATERAL.

          (a)  Upon the repayment in full of all Secured Obligations and the 
termination of the Commitments under the Credit Agreement, the Security 
Interests shall terminate and all rights to the Collateral shall revert to 
the Pledgor.  

          (b)  At any time and from time to time prior to such termination of 
the Security Interests, the Collateral Agent may release all or any part of 
the Collateral in accordance with the Credit Agreement, whereupon the 
Security Interests in such released Collateral shall terminate and the rights 
to such released Collateral shall revert to the Pledgor.

          (c)  Upon any such termination of the Security Interest or release 
of Collateral, the Collateral Agent will, at the expense of the Pledgor, 
execute and deliver to the Pledgor such documents as the Pledgor shall 
reasonably request to evidence the termination of the Security Interests or 
the release of such Collateral, as the case may be.

          SECTION 15.  NOTICES.  All notices, requests and other 
communications to any party hereunder shall be given in accordance with 
Section 9.01 of the Credit Agreement.

          SECTION 16.  WAIVERS, NON-EXCLUSIVE REMEDIES. No failure on the 
part of the Collateral Agent to exercise, and no delay in exercising and no 
course of dealing with respect to, any right under this Pledge Agreement 
shall operate as a waiver thereof, nor shall any single or partial exercise 
by the Collateral Agent of any right under the Credit Agreement or this 
Pledge Agreement preclude any other or further exercise thereof or the 
exercise of any other right.  The rights in this Pledge Agreement and the 
Credit Agreement are cumulative and are not exclusive of any other remedies 
provided by law.

          SECTION 17.  SUCCESSORS AND ASSIGNS. This Pledge Agreement is for 
the benefit of the Collateral Agent and the other Secured Parties and their 
successors and assigns, and in the event of an assignment of all or any of 
the Secured Obligations, the rights hereunder, to the extent applicable to 
the indebtedness so assigned, may be transferred with such indebtedness.  
This Pledge Agreement shall be binding on the Pledgor and its assigns and the 
rights of the Pledgor hereunder shall inure to the benefit of the Pledgor's 
permitted assigns.

          SECTION 18.  CHANGES IN WRITING.  Neither this Pledge Agreement nor 
any provision hereof may be changed, waived, discharged or terminated orally, 
but only in writing signed by Pledgor and the Collateral Agent with the 
consent of the Required Lenders (or in the case of Section 14, all of the 
Lenders).

                                       8


          SECTION 19.  ATTACHMENT.  The Security Interests are intended to 
attach and take effect forthwith upon the execution of this Pledge Agreement 
and Pledgor acknowledges that value has been given and that the Pledgor has 
rights in the Collateral.  With respect to any Collateral which is in 
addition to, or which is a renewal, replacement or substitution for any of 
the Collateral (as constituted on the date hereto) the Security Interests 
created hereby are intended to attach and take effect at the time of such 
addition, renewal, replacement or substitution, and the Pledgor represents 
and warrants that it shall have rights in such Collateral at the time of such 
addition, renewal, replacement or substitution, as the case may be.

          SECTION 20.  GOVERNING LAW.  THIS PLEDGE AGREEMENT SHALL BE 
GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW 
YORK.

          SECTION 21.  SEVERABILITY.  If any provision hereof is invalid or 
unenforceable in any jurisdiction, then, to the fullest extent permitted by 
law, (i) the other provisions hereof shall remain in full force and effect in 
such jurisdiction in order to carry out the intentions of the parties hereto 
as nearly as may be possible; and (ii) the invalidity or unenforceability of 
any provision hereof in any jurisdiction shall not affect the validity or 
enforceability of such provision in any other jurisdiction.

          SECTION 22.  COUNTERPARTS.  This Pledge Agreement may be executed 
in any number of counterparts, all of which taken together shall constitute 
one and the same instrument and any of the parties hereto may execute this 
Pledge Agreement by signing any such counterpart.















                                       9


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


                                   JATO COMMUNICATIONS CORP.

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

                                   STATE STREET BANK AND TRUST COMPANY, as
                                   Collateral Agent

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



                                  EXHIBIT A
                                          
                              INTERCOMPANY NOTES
                                          
None




                                                                       EXHIBIT G



               [On Southwestern Bell Telephone Company letterhead]

STATE STREET BANK AND TRUST COMPANY,
   as Collateral Agent (the "Collateral Agent"),
LUCENT TECHNOLOGIES INC.,
   as Administrative Agent (the "Administrative Agent"), and
   The Lenders (the "Lenders")
   Under that certain Credit Agreement
   Among the Collateral Agent, the Administrative Agent,
   The Lenders, Jato Communications Corp. and Jato Operating Corp.:


                           SOUTHWESTERN BELL TELEPHONE COMPANY ("SWBT") is the
                           owner and landlord of certain real property and the
                           improvements thereon (the "Premises"), including
                           SWBT's Central Offices, within its seven-state
                           region. Pursuant to that certain Interconnection
                           Agreement between SWBT and JATO Communications Corp.
                           (together with its subsidiary, JATO Operating Corp.,
                           and its other subsidiaries, "JATO") made as of
                           _______________ ("Interconnection Agreement"),
                           related SWBT tariffs and applicable law, JATO has the
                           right to place certain of its own personal property
                           or equipment (collectively, "Equipment") on some or
                           all of the Premises from time to time. Equipment thus
                           placed by JATO on the Premises from time to time is
                           deemed, as between SWBT and JATO, to be the personal
                           property of JATO even though it may be placed on or
                           affixed to the Premises.

                           SWBT represents and warrants that it does not now
                           assert, claim or possess, and SWBT agrees that it
                           shall not hereafter assert, claim or possess, any
                           right, title or interest in, to and under any
                           Equipment placed or to be placed by JATO on the
                           Premises under the Interconnection Agreement and
                           related SWBT tariffs. SWBT will not oppose, subject
                           to the procedures set forth herein, any reasonable
                           attempt by the Collateral Agent or any Lender, or any
                           successor in interest or assignee or agent of any
                           such person (the "Secured Parties"), to exercise any
                           legal right any Secured Party may have with respect
                           to the Equipment, including, without limitation, to
                           take possession and dispose of the Equipment. In the
                           event that a Secured Party has cause to exercise any
                           of its legal rights in the Equipment and intends to
                           reclaim possession of all or part of the Equipment,
                           then upon 30 business days prior written 



                           notice to SWBT, or other mutually agreed period in 
                           unusual circumstances, SWBT will remove, at JATO's 
                           expense, any specified Equipment from its Central 
                           Offices or other Premises and will make such 
                           Equipment available to a Secured Party from a safe 
                           and secure storage location where possession of the 
                           Equipment may be transferred from SWBT to the 
                           Secured Party.

                           Without limiting the foregoing, any right or interest
                           in the Equipment which SWBT now has or may hereafter
                           acquire because of the location or installation of
                           the Equipment on the Premises or otherwise
                           (including, without limitation, any claim by SWBT or
                           any party holding a lien on, or security interest in,
                           the Premises that claims a lien on, or security
                           interest in, the Equipment as a fixture attached to
                           the Premises) is hereby made subject, subordinate and
                           inferior to the right, title and interest of Secured
                           Parties in and to the Equipment, whether such right,
                           title and interest is now existing or hereafter
                           created. This letter shall not prohibit SWBT from
                           bringing any legal actions against JATO for
                           non-payment of charges otherwise due; provided that
                           no legal action shall be taken that results in the
                           creation of any lien on, or security interest in, or
                           would otherwise interfere with the rights of JATO or
                           any Secured Party in, any Equipment now or hereafter
                           placed by JATO on the Premises under the
                           Interconnection Agreement and related SWBT tariffs.

                           This letter is furnished by SWBT solely at JATO's
                           request and to facilitate the efforts of JATO to
                           finance the purchase of equipment that JATO proposes
                           to place on the Premises pursuant to JATO's rights
                           under the Interconnection Agreement, related SWBT
                           tariffs and applicable law, and this letter is not
                           intended to alter, and shall not have the effect of
                           altering, the rights and obligations of either JATO
                           or SWBT under their existing contractual and other
                           arrangements.

                           Sincerely,


                           ----------------------------------------------------
                           By SOUTHWESTERN BELL, TELEPHONE COMPANY On Behalf of
                           Itself, its Successors and Assigns [name, title and
                           date]




                                                                       EXHIBIT H
                                       
                    [FORM OF SECURITY AGREEMENT (PARENT)]
                                       
                         SECURITY AGREEMENT (PARENT)

       This SECURITY AGREEMENT (PARENT), dated as of July 14, 1999, is made 
between JATO COMMUNICATIONS CORP., a Delaware corporation (with its 
successors, the "Company"), and STATE STREET BANK AND TRUST COMPANY, as 
Collateral Agent for the Administrative Agent and the Lenders (each term as 
defined below) (with its successors in such capacity, the "Collateral Agent").
                                          
                             W I T N E S S E T H:

       WHEREAS, the Company, Jato Operating Corp. (the "Borrower"), certain 
lenders (the "Lenders"), the Collateral Agent, and Lucent Technologies Inc., 
as administrative agent (the "Administrative Agent"), are parties to a Credit 
Agreement, dated as of July 14, 1999 (as the same may be amended, restated or 
supplemented and in effect from time to time, the "Credit Agreement"), 
providing, subject to the terms and conditions thereof, for extensions of 
credit to be made by the Lenders to the Borrower;

       WHEREAS, in order to induce the Lenders and the Administrative Agent 
to enter into the Credit Agreement, the Company has agreed to grant a 
continuing security interest in and to the Collateral (as defined below) to 
secure the Borrower's and its obligations under the Loan Documents (as 
defined below), including, without limitation, the Borrower's and its 
obligations under the Credit Agreement; and

       WHEREAS, the Lenders have appointed the Collateral Agent to act as 
their collateral agent in connection with the foregoing transactions;

       NOW, THEREFORE, in consideration of the premises and other good and 
valuable consideration, the receipt and sufficiency of which are hereby 
acknowledged, the parties hereto agree as follows:

       SECTION 1.    DEFINITIONS.  Terms defined in the Credit Agreement and 
not otherwise defined herein have, as used herein, the respective meanings 
provided for therein.  The following additional terms, as used herein, have 
the following respective meanings:

       "ACCOUNTS" means all "ACCOUNTS" (as defined in the UCC) now owned or 
hereafter acquired by the Company and shall also mean and include all 
accounts receivable, contract rights, book debts, notes, drafts and other 
obligations or indebtedness owing to the Company arising from the sale, lease 
or exchange of goods or other property by it or the performance of services 
by it or both (including, without limitation, any such obligation which might 
be characterized as an account, contract right or general intangible under 
the Uniform Commercial 



Code in effect in any jurisdiction) and all of the Company's rights in, to 
and under all purchase orders for goods, services or other property, and all 
of the Company's rights to any goods, services or other property represented 
by any of the foregoing (including returned or repossessed goods and unpaid 
sellers' rights of rescission, replevin, reclamation and rights to stoppage 
in transit) and all monies due to or to become due to the Company under all 
contracts for the sale, lease or exchange of goods or other property or the 
performance of services by it or both (whether or not yet earned by 
performance on the part of the Company), in each case whether now in 
existence or hereafter arising or acquired including, without limitation, the 
right to receive the proceeds of said purchase orders and contracts and all 
collateral security and guarantees of any kind given by any Person with 
respect to any of the foregoing.

       "BORROWER-RELATED COLLATERAL" means all Accounts, General Intangibles 
and Instruments representing obligations of the Borrower to the Company or 
other rights of the Company in respect of the Borrower, all books and records 
of the Company pertaining to any such Accounts, General Intangibles and 
Instruments and all Proceeds of or substitutions for any such Accounts, 
General Intangibles and Instruments.

       "COLLATERAL" has the meaning set forth in Section 3(a).

       "COLLATERAL ACCOUNT" has the meaning set forth in Section 5(a).

       "COPYRIGHT LICENSE" means any agreement now or hereafter in existence 
granting to the Company, or pursuant to which the Company has granted to any 
other Person, any right to use, copy, reproduce, distribute, prepare 
derivative works, display or publish any records or other materials on which 
a Copyright is in existence or may come into existence.

       "COPYRIGHT SECURITY AGREEMENT" means a Copyright Security Agreement 
executed and delivered by the Company in favor of the Collateral Agent, for 
the benefit of the Secured Parties, substantially in the form of Exhibit D 
hereto, as the same may be amended from time to time.

       "COPYRIGHTS" means all the following: (i) all copyrights under the 
laws of the United States or any other country (whether or not the underlying 
works of authorship have been published), all registrations and recordings 
thereof, all intellectual property rights to works of authorship (whether or 
not published), and all applications for copyrights under the laws of the 
United States or any other country, including, without limitation, 
registrations, recordings and applications in the United States Copyright 
Office or in any similar office or agency of the United States, any State 
thereof or any other country or any political subdivision thereof, (ii) all 
reissues, renewals and extensions thereof, (iii) all claims for, and rights 
to sue for, past or future infringements of any of the foregoing, and (iv) 
all income, royalties, damages and payments now or hereafter due or payable 
with respect to any of the foregoing, including, without limitation, damages 
and payments for past or future infringements thereof.

       "DEPOSIT ACCOUNTS" shall mean all deposit accounts (as defined in the 
UCC) of the Company including, without limitation, any demand, time, savings, 
passbook or like account maintained by the Company with any bank, savings and 
loan association, credit union or like organization, and all money, cash and 
cash equivalents of the Company, whether or not 

                                       2


deposited in any such deposit account, and all certificates and instruments, 
if any, from time to time representing, evidencing or deposited into such 
accounts.

       "DOCUMENTS" means all "DOCUMENTS" (as defined in the UCC) or other 
receipts covering, evidencing or representing goods, now owned or hereafter 
acquired, by the Company.

       "EQUIPMENT" means all "EQUIPMENT" (as defined in the UCC) now owned or 
hereafter acquired by the Company, including, without limitation, all motor 
vehicles, trucks, and trailers other than equipment acquired in connection 
with Indebtedness of the type permitted under Section 6.01(viii) of the 
Credit Agreement.

       "EXCLUDED CONTRACTS" shall mean one or more contracts which by their 
terms would be breached by the grant of the security interests created 
therein pursuant to the terms of this Agreement or with respect to which the 
granting of a security interest is prohibited under applicable law (it being 
understood and agreed, however, that notwithstanding the foregoing, all 
rights to payment for money due or to become due pursuant to any Excluded 
Contract shall be subject to the security interests created pursuant to this 
Agreement).

       "GENERAL INTANGIBLES" means all "GENERAL INTANGIBLES" (as defined in 
the UCC) now owned or hereafter acquired by the Company, including, without 
limitation, (i) all obligations or indebtedness owing to the Company (other 
than Accounts) from whatever source arising, (ii) all Copyright Licenses, 
Copyrights, Patent Licenses, Patents, Trademark Licenses, Trademarks, rights 
in intellectual property, goodwill, trade names, service marks, trade 
secrets, permits and licenses, (iii) all rights or claims in respect of 
refunds for taxes paid and (iv) all rights in respect of any pension plan or 
similar arrangement maintained for employees of any member of the Loan 
Parties other than general intangibles acquired in connection with 
Indebtedness of the type permitted under Section 6.01(viii) of the Credit 
Agreement.

       "INSTRUMENTS" means all "INSTRUMENTS", "CHATTEL PAPER" or "LETTERS OF 
CREDIT" (each as defined in the UCC) evidencing, representing, arising from 
or existing in respect of, relating to, securing or otherwise supporting the 
payment of, any of the Accounts, including (but not limited to) promissory 
notes, drafts, bills of exchange and trade acceptances, now owned or 
hereafter acquired by the Company, but Instruments shall exclude Instruments 
representing Indebtedness owing to the Company by any of its subsidiaries 
other than the Borrower or to the extent pledged pursuant to the Pledge 
Agreement (Parent).

       "INVENTORY" means all "INVENTORY" (as defined in the UCC), now owned 
or hereafter acquired by the Company, wherever located, and shall also mean 
and include, without limitation, all raw materials and other materials and 
supplies, work-in-process and finished goods and any products made or 
processed therefrom and all substances, if any, commingled therewith or added 
thereto other than inventory acquired in connection with Indebtedness of the 
type permitted under Section 6.01(viii) of the Credit Agreement.

       "INVESTMENT PROPERTY" shall mean and include all of the Company's 
investment property (as defined in the UCC) and all of the Company's other 
securities (whether certificated or uncertificated), security entitlements, 
financial assets, securities accounts, commodity contracts, and commodity 
accounts (as each such term is defined in the UCC), including all 
substitutions 

                                       3


and additions thereto, all dividends, distributions and sums distributable or 
payable from, upon, or in respect of such property, and all rights and 
privileges incident to such property, but Investment Property shall exclude 
the Company's interest in its subsidiaries other than the Borrower or to the 
extent pledged pursuant to the Pledge Agreement (Parent).

       "LIQUID INVESTMENTS" means an investment meeting the criteria set 
forth in Section 5(e).

       "LICENSES" means any license, approval or other authorization issued 
by the Federal Communications Commission or any state public utility 
commission or any other Governmental Authority having jurisdiction over the 
telecommunications business.

       "LOCKBOX ACCOUNT" means a "Lockbox Account" established under a 
Lockbox Agreement.

       "LOCKBOX AGREEMENT" means a Lockbox Agreement among the Company, the 
Collateral Agent and a Lockbox Bank substantially in the form of Exhibit F 
hereto or otherwise in form and substance reasonably satisfactory to the 
Collateral Agent.

       "LOCKBOX BANK" means a "money center" commercial bank selected by the 
Company and satisfactory to the Collateral Agent, and each such other bank as 
may from time to time enter into a Lockbox Agreement.

       "PARTIAL TERMINATION DATE" means the date on or prior to which (i) the 
Company shall have assigned or transferred to the  Borrower all of the 
Company's right, title and interest in the Licenses described on Schedule 
3.05 to the Credit Agreement, in all interconnection agreements approved 
pursuant to or related to such Licenses, all Accounts created through the 
conduct by the Company of its business pursuant to such Licenses and all of 
the Company's other assets, properties and rights related to the past or 
future conduct of the business contemplated to be conducted by the licensee 
pursuant to such Licenses and (ii) the chief executive officer of the Company 
shall have delivered a certificate to the Collateral Agent to the effect that 
all necessary approvals of Governmental Authorities of such assignments and 
transfers have been obtained and all such assignments and transfers have been 
effected.

       "PATENT LICENSE" means any agreement now or hereafter in existence 
granting to the Company, or pursuant to which the Company has granted to any 
other Person, any right with respect to any Patent or any invention now or 
hereafter in existence, whether patentable or not, whether a patent or 
application for patent is in existence on such invention or not, and whether 
a patent or application for patent on such invention may come into existence, 
including, without limitation, the agreements identified in Schedule I to 
Exhibit B hereto.

       "PATENTS" means all the following: (i) all letters patent and design 
letters patent of the United States or any other country and all applications 
for letters patent and design letters patent of the United States or any 
other country, including, without limitation, applications in the United 
States Patent and Trademark Office or in any similar office or agency of the 
United States, any State thereof or any other country or any political 
subdivision thereof, including, without limitation, those described in 
Schedule I to Exhibit B hereto, (ii) all reissues, divisions, continuations, 
continuations-in-part, renewals and extensions thereof, (iii) all claims for, 
and rights to sue for, past or future infringements of any of the foregoing 
and (iv) all income, 

                                       4


royalties, damages and payments now or hereafter due or payable with respect 
to any of the foregoing, including, without limitation, damages and payments 
for past or future infringements thereof.

       "PATENT SECURITY AGREEMENT" means a Patent Security Agreement executed 
and delivered by the Company in favor of the Collateral Agent, for the 
benefit of the Secured Parties, substantially in the form of Exhibit B 
hereto, as the same may be amended from time to time.

       "PERFECTION CERTIFICATE" means a certificate substantially in the form 
of Exhibit A hereto, completed and supplemented with the schedules and 
attachments contemplated thereby to the satisfaction of the Collateral Agent, 
and duly executed by any authorized officer of the Company.

       "PERMITTED LIENS" means the Security Interests and the other Liens on 
the Collateral of the type permitted to be created, assumed or exist pursuant 
to Section 6.02 of the Credit Agreement.

       "PROCEEDS" means all proceeds of, and all other profits, products, 
rentals or receipts, in whatever form, arising from the collection, sale, 
lease, exchange, assignment, licensing or other disposition of, or other 
realization upon, collateral, including, without limitation, all claims of 
the Company against third parties for loss of, damage to or destruction of, 
or for proceeds payable under, or unearned premiums with respect to, policies 
of insurance in respect of, any collateral, and any condemnation or 
requisition payments with respect to any collateral, in each case whether now 
existing or hereafter arising.

       "SECURED OBLIGATIONS" means the obligations secured under this 
Agreement, including (a) all principal of and interest (including, without 
limitation, any interest which accrues after the commencement of any case, 
proceeding or other action relating to the bankruptcy, insolvency or 
reorganization of the Company, whether or not allowed or allowable as a claim 
in any such case, proceeding or other action) on any Loan to the Borrower 
under the Credit Agreement; (b) all other amounts payable by the Company or 
the Borrower hereunder or under any other Loan Document; and (c) any renewals 
or extensions of any of the foregoing.

       "SECURED PARTIES" means (i) the Lenders, (ii) the Administrative Agent 
and (iii) the Collateral Agent.

       "SECURITY INTERESTS" means the security interests granted pursuant to 
Section 3, as well as all other security interests created or assigned as 
additional security for the Secured Obligations pursuant to the provisions of 
this Agreement.

       "TRADEMARK LICENSE" means any agreement now or hereafter in existence 
granting to the Company, or pursuant to which the Company has granted to any 
other Person, any right to use any Trademark, including, without limitation, 
the agreements identified on Schedule I to Exhibit C hereto.

       "TRADEMARKS" means all of the following: (i) all trademarks, trade 
names, corporate names, company names, business names, fictitious business 
names, trade styles, service marks, logos, brand names, trade dress, prints 
and labels on which any of the foregoing have appeared 

                                       5


or appear, package and other designs, and any other source or business 
identifiers, and general intangibles of like nature, and the rights in any of 
the foregoing which arise under applicable law, (ii) the goodwill of the 
business symbolized thereby or associated with each of them, (iii) all 
registrations and applications in connection therewith, including, without 
limitation, registrations and applications in the United States Patent and 
Trademark Office or in any similar office or agency of the United States, any 
State thereof or any other country or any political subdivision thereof, (iv) 
all reissues, extensions and renewals thereof, (v) all claims for, and rights 
to sue for, past or future infringements of any of the foregoing and (vi) all 
income, royalties, damages and payments now or hereafter due or payable with 
respect to any of the foregoing, including, without limitation, damages and 
payments for past or future infringements thereof.'

       "TRADEMARK SECURITY AGREEMENT" means a Trademark Security Agreement 
executed and delivered by the Company in favor of the Collateral Agent, for 
the benefit of the Secured Parties, substantially in the form of Exhibit C 
hereto, as the same may be amended from time to time.

       "UCC" means the Uniform Commercial Code as in effect on the date 
hereof in the State of New York; PROVIDED that if by reason of mandatory 
provisions of law, the perfection or the effect of perfection or 
non-perfection of the Security Interest in any Collateral is governed by the 
Uniform Commercial Code as in effect in a jurisdiction other than New York, 
"UCC" means the Uniform Commercial Code as in effect in such other 
jurisdiction for purposes of the provisions hereof relating to such 
perfection or effect of perfection or non-perfection.

       SECTION 2.    REPRESENTATIONS AND WARRANTIES.  The Company represents 
and warrants as follows:

              (a)    The Company has good and marketable title to all of the 
Collateral, free and clear of any Liens other than the Permitted Liens.  All 
actions have been taken that are necessary under the UCC to perfect its 
interest in any Accounts in which it has an interest, as against its 
assignors and creditors of its assignors.

              (b)    The Company has not performed any acts which might 
prevent the Collateral Agent from enforcing any of the terms of this 
Agreement or which would limit the Collateral Agent in any such enforcement.  
Other than financing statements or other similar or equivalent documents or 
instruments with respect to the Security Interests and Permitted Liens, no 
financing statement, mortgage, security agreement or similar or equivalent 
document or instrument covering all or any part of the Collateral is on file 
or of record in any jurisdiction in which such filing or recording would be 
effective to perfect a Lien on such Collateral.  No Collateral is in the 
possession of any Person (other than the Company) asserting any claim thereto 
or security interest therein, except that the Collateral Agent or its 
designee may have possession of Collateral as contemplated hereby.

              (c)    Not later than the date of the first borrowing under the 
Credit Agreement, the Company shall deliver the Perfection Certificate to the 
Collateral Agent.  The information set forth therein shall be correct and 
complete.  Not later than 60 days following the date of the first Borrowing, 
the Company shall furnish to the Collateral Agent file search reports from 
each filing office set forth in Schedule 7 to the Perfection Certificate or 
other evidence satisfactory to the 

                                       6


Collateral Agent, acting on behalf of the Required Lenders confirming the 
filing information set forth in such Schedule.

              (d)    The Security Interests constitute valid security 
interests under the UCC securing the Secured Obligations to the extent that a 
security interest may be created in the Collateral under the UCC.  When the 
Patent Security Agreement and the Trademark Security Agreement have been 
filed with the United States Patent and Trademark Office, the Security 
Interests shall constitute perfected security interests in all right, title 
and interest of the Company in Patents or Trademarks, prior to all other 
Liens and rights of others therein except for Permitted Liens, to the extent 
that a perfected security interest may be created in such Collateral under 
the U.S. Patent Act or the Lanham Act.  When the Copyright Security Agreement 
has been filed with the United States Copyright Office, the Security 
Interests shall constitute perfected security interests in all right, title 
and interest of the Company in Copyrights, prior to all other Liens and 
rights of others therein except for the Permitted Liens to the extent a 
perfected security interest may be created in such Collateral under the U.S. 
Copyright Act..

              (e)    Other than those listed on Schedule I to the Copyright 
Security Agreement, Schedule I to the Trademark Security Agreement, and 
Schedule I to the Patent Security Agreement delivered on the date hereof (as 
the same may be modified from time to time), the Company has no Copyright 
Licenses, Copyrights, Patent Licenses, Patents, Trademark Licenses or 
Trademarks.

       SECTION 3.    THE SECURITY INTERESTS.  (a)   In order to secure the 
full and punctual payment of the Secured Obligations in accordance with the 
terms thereof, and to secure the performance of all of the obligations of the 
Company hereunder and under the other Loan Documents, the Company hereby 
pledges, hypothecates, assigns by way of security, transfers and grants to 
the Collateral Agent for the ratable benefit of the Secured Parties a 
continuing security interest in and to all right, title and interest of the 
Company in and to the following property, whether now owned or existing or 
hereafter acquired or arising and regardless of where located (all being 
collectively referred to as the "Collateral"):

                     (i)    Accounts;

                     (ii)   Inventory;

                     (iii)  General Intangibles;

                     (iv)   Documents;

                     (v)    Instruments;

                     (vi)   Equipment;

                     (vii)  Investment Property;

                     (viii) Deposit Accounts;

                                       7


                     (ix)   The Collateral Account, all cash deposited 
therein from time to time, the Liquid Investments made pursuant to Section 
5(e) and other monies and property of any kind of the Company in the 
possession or under the control of the Collateral Agent;

                     (x)    All books and records (including, without 
limitation, customer lists, marketing information, credit files, price lists, 
operating records, vendor and supplier price lists, sales literature, 
computer programs, printouts and other computer materials and records) of the 
Company pertaining to any of the Collateral;

                     (xi)   All Proceeds of, attachments or accessions to, or 
substitutions for, all or any of the Collateral described in clauses (i) 
through (x) hereof;

PROVIDED, HOWEVER, the Collateral shall not include any Excluded Contracts.

              (b)    The Security Interests are granted as security only and 
shall not subject the Collateral Agent or any other Secured Party to, or 
transfer or in any way affect or modify, any obligation or liability of the 
Company with respect to any of the Collateral or any transaction in 
connection therewith.

              (c)    Notwithstanding anything herein or in the other Loan 
Documents to the contrary, to the extent this Agreement or any other Security 
Document purports to grant to the Collateral Agent a Lien in any License held 
directly or indirectly by the Company, the Borrower or any of the Borrower's 
subsidiaries, now owned or hereafter acquired, the Collateral Agent shall 
only have a Lien in such Licenses at such times and to the extent that a Lien 
in such Licenses is permitted under applicable law; PROVIDED, that any such 
Lien shall to the extent permitted by applicable law be deemed effective as 
of the later of (i) the Effective Date or (ii) the date on which the Company 
was assigned, or acquired control over, the applicable License.

       SECTION 4.    FURTHER ASSURANCES; COVENANTS.  (a)(i)  The Company will 
not establish or change (A) the location of its chief executive office or its 
chief place of business or (B) except for sales in the ordinary course of 
business, the locations where it keeps or holds any Collateral or records 
relating thereto from the applicable location described in the Perfection 
Certificate unless it shall have given the Collateral Agent notice thereof 
and an opinion of counsel with respect thereto in accordance with Section 
4(k).  The Company shall not in any event change the location of any 
Collateral if such change would cause the Security Interests in such 
Collateral to lapse or cease to be perfected.

                     (ii)   The Company will not change its name, identity or 
corporate structure (except as expressly permitted in the Credit Agreement) 
in any manner unless it shall have given the Collateral Agent prior notice 
thereof and delivered an opinion of counsel with respect thereto in 
accordance with Section 4(k).

              (b)    The Company will, from time to time, at its expense, 
execute, deliver, file and record any statement, assignment, instrument, 
document, agreement or other paper and take any other action (including, 
without limitation, any filings with the United States Patent and Trademark 
Office (including without limitation, a Patent Security Agreement and a 
Trademark Security Agreement), any filings with the United States Copyright 
Office (including without limitation a Copyright Security Agreement), any 
filings of financing or continuation statements 

                                       8


under the UCC and any filings in, or agreements governed by the laws of, any 
foreign jurisdictions) that from time to time may be necessary or desirable, 
or that the Collateral Agent reasonably may request, in order to create, 
preserve, upgrade in rank (to the extent required hereby), perfect, confirm 
or validate the Security Interests or to enable the Collateral Agent and the 
other Secured Parties to obtain the full benefits of this Agreement, or to 
enable the Collateral Agent to exercise and enforce, or facilitate the 
exercise and enforcement of, any of its rights, powers and remedies hereunder 
with respect to any of the Collateral.  To the extent permitted by law, the 
Company hereby authorizes the Collateral Agent to execute and file financing 
statements or continuation statements without the Company's signature 
appearing thereon.  The Company agrees that a carbon, photographic or other 
reproduction of this Agreement or of a financing statement is sufficient as a 
financing statement.  The Company shall pay the costs of, or incidental to, 
any recording or filing of any financing or continuation statements 
concerning the Collateral.

              (c)    If any Collateral is at any time in the possession or 
control of any warehouseman, bailee or any of the Company's agents or 
processors, the Company shall, upon the request of the Collateral Agent 
acting on the instructions of the Required Lenders, notify such warehouseman, 
bailee, agent or processor of the Security Interests created hereby and 
instruct such Person to hold all such Collateral for the Collateral Agent's 
account subject to the Collateral Agent's instructions.

              (d)    The Company shall keep full and accurate books and 
records relating to the Collateral, and stamp or otherwise mark such books 
and records in such manner as the Required Lenders may reasonably request in 
order to reflect the Security Interests.  The Company shall provide the 
Collateral Agent with reasonable access to such books and records during 
normal business hours in accordance with Section 5.08 of the Credit Agreement.

              (e)    The Company will immediately deliver and pledge each 
Instrument constituting Collateral to the Collateral Agent (other than checks 
and drafts constituting payments in respect of Accounts, as to which the 
provisions of Section 5(b) shall apply), in each case appropriately endorsed 
to the Collateral Agent; PROVIDED that so long as no Event of Default (as 
defined under the Credit Agreement) shall have occurred and be continuing, 
the Company may retain any Instruments (i) that in the aggregate have a 
principal or face amount of $1,000 or less or (ii) in which a security 
interest has been and continues to be effectively created and perfected in 
favor of the Collateral Agent under the other Security Documents, and the 
Collateral Agent shall, promptly upon request of the Company, make 
appropriate arrangements for making any Instrument pledged by the Company and 
delivered to the Collateral Agent available to it for purposes of 
presentation, collection or renewal (any such arrangement to be effected, to 
the extent deemed appropriate to the Collateral Agent, against trust receipt 
or like document).  Until the Partial Termination Date, all certificates or 
instruments representing or evidencing Investment Property (other than 
Investment Property held by a securities intermediary, a commodities 
intermediary or another financial intermediary) shall be delivered to and 
held by or on behalf of the Collateral Agent, for the ratable benefit of the 
Secured Parties, pursuant hereto and shall be in suitable form for transfer 
by delivery, duly endorsed and shall be accompanied by undated duly executed 
instruments of transfer or assignment in blank, with signatures appropriately 
guaranteed, and accompanied in each case by any required transfer tax stamps, 
all in form and substance satisfactory to the Collateral Agent. Until the 
Partial Termination Date, 

                                       9


with respect to any Investment Property held by a securities intermediary, 
commodity intermediary or other financial intermediary of any kind, the 
Company shall execute and deliver, and shall cause any such intermediary to 
execute and deliver, a securities control agreement ("Securities Control 
Agreement") among the Company, the Collateral Agent, and such intermediary 
substantially in the form of Exhibit G which provides, among other things, 
for the intermediary's agreement that it will comply wth such entitlement 
orders, and apply any value distributed on account of any Investment Property 
maintained in an account with such intermediary, as directed by the 
Collateral Agent without further consent by the Company. Until the Partial 
Termination Date, the Collateral Agent shall have the right, at any time in 
its discretion and without notice to the Company after the occurrence and 
during the continuance of an Event of Default, to cause any or all of the 
Investment Property to be transferred of record into the name of the 
Collateral Agent or its nominee.

              (f)    The Company shall use its best efforts to cause to be 
collected from its account debtors, as and when due, any and all amounts 
owing under or on account of each Account constituting Collateral (including, 
without limitation, Accounts which are delinquent, such Accounts to be 
collected in accordance with lawful collection procedures) and to apply 
forthwith upon receipt thereof all such amounts as are so collected to the 
outstanding balance of such Account.  Unless an Event of Default (as defined 
under the Credit Agreement) has occurred and is continuing and the Collateral 
Agent is exercising its rights hereunder to collect Accounts, the Company may 
allow in the ordinary course of business as adjustments to amounts owing 
under its Accounts constituting Collateral (i) an extension or renewal of the 
time or times of payment, or settlement for less than the total unpaid 
balance, which the Company finds appropriate in accordance with sound 
business judgment and (ii) a refund or credit due as a result of returned or 
damaged merchandise or deficient service, all in accordance with the 
Company's ordinary course of business consistent with its historical 
collection practices.  The costs and expenses (including, without limitation, 
reasonable attorney's fees) of collection, whether incurred by the Company or 
the Collateral Agent, shall be borne by the Company.

              (g)    Upon the occurrence and during the continuance of any 
Event of Default under the Credit Agreement, upon the request of the Required 
Lenders acting through the Collateral Agent, the Company will promptly notify 
(and the Company hereby authorizes the Collateral Agent so to notify) each 
account debtor in respect of any Account or Instrument constituting 
Collateral that such Collateral has been assigned to the Collateral Agent 
hereunder, and that any payments due or to become due in respect of such 
Collateral are to be made directly to the Collateral Agent or its designee.

              (h)    Until the Partial Termination Date, the Company shall, 
(i) as soon as practicable after the date hereof, in the case of Equipment 
now owned constituting goods in which a security interest is perfected by a 
notation on the certificate of title or similar evidence of the ownership of 
such goods (unless such security interest may otherwise be perfected and is 
so perfected), and (ii) within 10 days of acquiring any other similar 
Equipment, in each case, (a) having a value in excess of $25,000 or (b) 
having a value in excess of $10,000, if the aggregate of all such items owned 
by the Company at any time is greater than $50,000, deliver to the Collateral 
Agent any and all certificates of title, applications for title or similar 
evidence of ownership of such Equipment and shall cause the Collateral Agent 
to be named as lienholder on any such certificate of title or other evidence 
of ownership. Until the Partial Termination Date, 

                                       10


the Company shall promptly inform the Collateral Agent of any additions to or 
deletions from such Equipment in excess of $10,000.  Until the Partial 
Termination Date, the Company shall not permit any item of Equipment to 
become a fixture to real estate.

              (i)    The Company will, promptly upon request, provide to the 
Collateral Agent all information and evidence it may reasonably request 
concerning the Collateral, and in particular the Accounts, to enable the 
Collateral Agent to enforce the provisions of this Agreement.

              (j)    Until the Partial Termination Date:  The Company shall 
notify the Collateral Agent immediately if it knows, or has reason to know, 
that any application or registration relating to any Material Copyright, 
Material Patent or Material Trademark may become abandoned, or of any adverse 
determination or development (including, without limitation, the institution 
of, or any such determination or development in, any proceeding in the United 
States Copyright Office, the United States Patent and Trademark Office, or 
any court) regarding the Company's ownership of any Material Copyright, 
Material Patent or Material Trademark, its right to register or patent the 
same, or to keep and maintain the same.  For purposes of this Section 4(j), 
"Material Patent", "Material Trademark" and "Material Copyright" shall mean 
one or more Copyrights, Patents or Trademarks, respectively, which 
individually has a fair market value in excess of $10,000 or are individually 
or in the aggregate otherwise material to the business of the Company.  In 
the event that any right to any Copyright, Copyright License, Patent, Patent 
License, Trademark or Trademark License is infringed, misappropriated or 
diluted by a third party, the Company shall notify the Collateral Agent 
promptly after it learns thereof and shall, unless the Company shall 
reasonably determine that any such action would be of negligible economic 
value, promptly sue for infringement, misappropriation or dilution and to 
recover any and all damages for such infringement, misappropriation or 
dilution, and take such other actions as the Company shall reasonably deem 
appropriate under the circumstances to protect such Copyright, Copyright 
License, Patent, Patent License, Trademark or Trademark License.  In no event 
shall the Company, either itself or through any agent, employee or licensee, 
file an application for the registration of any Copyright with the United 
States Copyright Office or any Material Patent or Material Trademark with the 
United States Patent and Trademark Office, or with any similar office or 
agency in any other country or any political subdivision thereof, unless not 
less than 30 days prior thereto it informs the Collateral Agent, and, upon 
request of the Collateral Agent, executes and delivers any and all 
agreements, instruments, documents and papers the Collateral Agent may 
request to evidence the Security Interests in such Copyright, Patent or 
Trademark and the goodwill and general intangibles of the Company relating 
thereto or represented thereby, and the Company hereby constitutes the 
Collateral Agent its attorney-in-fact to execute and file all such writings 
for the foregoing purposes, all acts of such attorney being hereby ratified 
and confirmed; such power, being coupled with an interest, shall be 
irrevocable until the Secured Obligations are paid in full.

              (k)    Not more than four months nor less than 10 days prior to 
each date on which the Company proposes to take any action contemplated by 
Section 4(a)(i) or (ii), the Company shall, at its cost and expense, cause to 
be delivered to the Secured Parties an opinion of counsel satisfactory to the 
Collateral Agent (the Company's general counsel being deemed to be 
satisfactory unless the Collateral Agent notifies the Company otherwise), to 
the effect of Exhibit E hereto and in a form and substance reasonably 
satisfactory to the Administrative Agent, to the 

                                       11


effect that all financing statements and amendments or supplements thereto, 
continuation statements and other documents required to be recorded or filed 
in order to perfect and protect the Security Interests for a period, 
specified in such opinion, continuing until a date not earlier than eighteen 
months from the date of such opinion, against all creditors of and purchasers 
from the Company have been filed in each filing office necessary for such 
purpose and that all filing fees and taxes, if any, payable in connection 
with such filings have been paid in full (except as noted therein with 
respect to any continuation statements to be filed within such period).

       SECTION 5.    COLLATERAL ACCOUNT AND LOCKBOX ACCOUNT.  If requested by 
the Collateral Agent at any time following the occurrence of an Event of 
Default (whether or not such Event of Default is subsequently cured), the 
following provisions of this Section shall become effective and the Company 
shall take all necessary action to give effect thereto:

              (a)    The Company shall establish with the Collateral Agent or 
a commercial bank designated by the Collateral Agent a cash collateral 
account (such account, together with any additional account so established 
for such purpose from time to time, the "Collateral Account") in the name and 
under the control of the Collateral Agent into which there shall be deposited 
from time to time the cash proceeds of the Collateral required to be 
delivered to the Collateral Agent pursuant to subsection (d) of this Section 
5 or any other provision of this Agreement or any other Loan Document.  Any 
income received by the Collateral Agent with respect to the balance from time 
to time standing to the credit of the Collateral Account, including any 
interest or capital gains on Liquid Investments, shall remain, or be 
deposited, in the Collateral Account. All right, title and interest in and to 
the cash amounts on deposit from time to time in the Collateral Account 
together with any Liquid Investments from time to time made pursuant to 
subsection (e) of this Section shall vest in the Collateral Agent, shall 
constitute part of the Collateral hereunder and shall not constitute payment 
of the Secured Obligations until applied thereto as hereinafter provided.

              (b)    The Company shall deliver to the Collateral Agent 
counterparts of the Lockbox Agreement executed and delivered on behalf of the 
Company and the Lockbox Bank.  The Company shall instruct all account debtors 
and other Persons obligated in respect of all Accounts constituting 
Collateral to make all payments in respect of such Accounts directly to the 
Lockbox Bank (by instructing that such payments be remitted to the Post 
Office Box referred to in the Lockbox Agreement with the Lockbox Bank).  In 
addition to the foregoing, the Company agrees that if the proceeds of any 
Collateral hereunder (including the payments made in respect of such 
Accounts) shall be received by it, the Company shall as promptly as possible 
deposit such proceeds into the Lockbox Account.  Until so deposited, all such 
proceeds shall be held in trust by the Company for and as the property of the 
Collateral Agent and the Secured Parties and shall not be commingled with any 
other funds or property of the Company.

              (c)    The balance from time to time standing to the credit of 
the Lockbox Account shall, except upon the occurrence and continuation of an 
Event of Default (as defined under the Credit Agreement), be distributed to 
the Company upon the order of the Company.  Amounts on deposit in the Lockbox 
Account shall, except upon the occurrence and continuation of an Event of 
Default, be invested and re-invested from time to time in Permitted 
Investments as the Company shall determine.

                                       12


              (d)    Upon the occurrence and continuation of an Event of 
Default (as defined under the Credit Agreement), the Collateral Agent shall, 
if so instructed by the Required Lenders, (i) deliver a Stop Transfer Notice 
(as defined in the Lockbox Agreement) to the Lockbox Bank and instruct the 
Lockbox Bank to transfer to the Collateral Account all funds then and 
thereafter standing to the credit of the Lockbox Account with the Lockbox 
Bank and (ii) apply or cause to be applied (subject to collection) any or all 
of the balance from time to time standing to the credit of the Collateral 
Account and such Lockbox Account in the manner specified in Section 9.

              (e)    Amounts on deposit in the Collateral Account and, during 
the continuance of an Event of Default, the Lockbox Account shall be invested 
and re-invested from time to time in such Liquid Investments as the Company 
shall determine, which Liquid Investments shall be held in the name and be 
under the control of the Collateral Agent, provided that, if an Event of 
Default has occurred and is continuing, the Collateral Agent shall, if 
instructed by the Required Lenders, liquidate any such Liquid Investments and 
apply or cause to be applied the proceeds thereof to the payment of the 
Secured Obligations in the manner specified in Section 9. For this purpose, 
(i) each Liquid Investment shall mature within 30 days after it is acquired 
by the Collateral Agent and (ii) in order to provide the Collateral Agent, 
for the benefit of the Secured Parties, with a perfected security interest 
therein, each Liquid Investment shall be either:

                     (i)    evidenced by negotiable certificates or 
instruments, or if non-negotiable then issued in the name of the Collateral 
Agent, which (together with any appropriate instruments of transfer) are 
delivered to, and held by, the Collateral Agent or an agent thereof (which 
shall not be the Company or any of its Affiliates) in the State of New York 
or the Commonwealth of Massachusetts; or

                     (ii)   in book-entry form and issued by the United 
States and subject to pledge under applicable state law and Treasury 
regulations and as to which (in the opinion of counsel to the Collateral 
Agent) appropriate measures shall have been taken for perfection of the 
Security Interests.

       SECTION 6.    GENERAL AUTHORITY.  The Company hereby irrevocably 
appoints the Collateral Agent its true and lawful attorney, with full power 
of substitution, in the name of the Company, the Collateral Agent, the 
Secured Parties or otherwise, for the sole use and benefit of the Collateral 
Agent and the other Secured Parties, but at the Company's expense, to the 
extent permitted by law to exercise, at any time and from time to time while 
an Event of Default (as defined under the Credit Agreement) has occurred and 
is continuing, all or any of the following powers with respect to all or any 
of the Collateral:

                     (i)    to demand, sue for, collect, receive and give
       acquittance for any and all monies due or to become due thereon or by
       virtue thereof,

                     (ii)   to settle, compromise, compound, prosecute or defend
       any action or proceeding with respect thereto,

                                       13


                     (iii)  to sell, transfer, assign or otherwise deal in or
       with the same or the proceeds or avails thereof, as fully and effectually
       as if the Collateral Agent were the absolute owner thereof, and

                     (iv)   to extend the time of payment of any or all thereof
       and to make any allowance and other adjustments with reference thereto;

PROVIDED that the Collateral Agent shall give the Company not less than ten 
days' prior written notice of the time and place of any sale or other 
intended disposition of any of the Collateral, except any Collateral which is 
perishable or threatens to decline speedily in value or is of a type 
customarily sold on a recognized market.  To the extent permitted by law, the 
Company agrees that such notice constitutes "reasonable notification" within 
the meaning of Section 9-504(3) of the UCC.

       SECTION 7.    REMEDIES UPON EVENT OF DEFAULT.  (a)   If any Event of 
Default under the Credit Agreement has occurred and is continuing, the 
Collateral Agent may, in accordance with the written instructions of the 
Required Lenders, exercise on behalf of the Secured Parties all rights of a 
secured party under the UCC (whether or not in effect in the jurisdiction 
where such rights are exercised) and, in addition, the Collateral Agent may, 
without being required to give any notice, except as herein provided or as 
may be required by mandatory provisions of law, (i) withdraw all cash and 
Liquid Investments in the Collateral Account and apply such monies, Liquid 
Investments and other cash, if any, then held by it as Collateral as 
specified in Section 9 and (ii) if there shall be no such monies, Liquid 
Investments or cash or if such monies, Liquid Investments or cash shall be 
insufficient to pay all the Secured Obligations in full, sell the Collateral 
or any part thereof at public or private sale, for cash, upon credit or for 
future delivery, and at such price or prices as the Collateral Agent may deem 
satisfactory.  The Collateral Agent or any other Secured Party may be the 
purchaser of any or all of the Collateral so sold at any public sale (or, if 
the Collateral is of a type customarily sold in a recognized market or is of 
a type which is the subject of widely distributed standard price quotations, 
at any private sale) and thereafter hold the same, absolutely, free from any 
right or claim of whatsoever kind.  The Company will execute and deliver such 
documents and take such other action as the Collateral Agent deems necessary 
or advisable in order that any such sale may be made in compliance with law.  
Upon any such sale the Collateral Agent shall have the right to deliver, 
assign and transfer to the purchaser thereof the Collateral so sold.  Each 
purchaser at any such sale shall hold the Collateral so sold to it 
absolutely, free from any claim or right of whatsoever kind, including any 
equity or right of redemption of the Company which may be waived, and the 
Company, o the extent permitted by law, hereby specifically waives all rights 
of redemption, stay or appraisal which it has or may have under any law now 
existing or hereafter adopted.  The notice (if any) of such sale required by 
Section 6 shall (1) in case of a public sale, state the time and place fixed 
for such sale, and (2) in the case of a private sale, state the day after 
which such sale may be consummated.  Any such public sale shall be held at 
such time or times within ordinary business hours and at such place or places 
as the Collateral Agent may fix in the notice of such sale.  At any such sale 
the Collateral may be sold in one lot as an entirety or in separate parcels, 
as the Collateral Agent may determine.  The Collateral Agent shall not be 
obligated to make any such sale pursuant to any such notice.  The Collateral 
Agent may, without notice or publication, adjourn any public or private sale 
or cause the same to be adjourned from time to time by announcement at the 
time and place fixed for the sale, and such sale may be made at any time or 

                                       14


place to which the same may be so adjourned.  In case of any sale of all or 
any part of the Collateral on credit or for future delivery, the Collateral 
so sold may be retained by the Collateral Agent until the selling price is 
paid by the purchaser thereof, but the Collateral Agent shall not incur any 
liability in case of the failure of such purchaser to take up and pay for the 
Collateral so sold and, in case of any such failure, such Collateral may 
again be sold upon like notice.  The Collateral Agent, instead of exercising 
the power of sale herein conferred upon it, may in accordance with the 
instructions of the Required Lenders proceed by a suit or suits at law or in 
equity to foreclose the Security Interests and sell the Collateral, or any 
portion thereof, under a judgment or decree of a court or courts of competent 
jurisdiction.

              (b)    For the purpose of enforcing any and all rights and 
remedies under this Agreement the Collateral Agent may (i) require the 
Company to, and the Company agrees that it will, at its expense and upon the 
request of the Collateral Agent, forthwith assemble all or any part of the 
Collateral as directed by the Collateral Agent and make it available at a 
place designated by the Collateral Agent which is, in the opinion of the 
Collateral Agent, reasonably convenient to the Collateral Agent and the 
Company, whether at the premises of the Company or otherwise, (ii) to the 
extent permitted by applicable law, enter, with or without process of law and 
without breach of the peace, any premise where any of the Collateral is or 
may be located, and without charge or liability to it seize and remove such 
Collateral from such premises, (iii) have access to and use the Company's 
books and records relating to the Collateral and (iv) prior to the 
disposition of the Collateral, store or transfer it without charge in or by 
means of any storage or transportation facility owned or leased by the 
Company, process, repair or recondition it or otherwise prepare it for 
disposition in any manner and to the extent the Collateral Agent reasonably 
deems appropriate and, in connection with such preparation and disposition, 
use without charge any copyright, trademark, trade name, patent or technical 
process used by the Company.

              (c)    Without limiting the generality of the foregoing, if any 
Event of Default (as defined under the Credit Agreement) has occurred and is 
continuing,

                     (i)    the Collateral Agent may license, or sublicense,
       whether general, special or otherwise, and whether on an exclusive or
       non-exclusive basis, any Copyrights, Patents or Trademarks included in
       the Collateral throughout the world for such term or terms, on such
       conditions and in such manner as the Collateral Agent shall in its sole
       discretion determine;

                     (ii)   the Collateral Agent may (without assuming any
       obligations or liability thereunder), at any time and from time to time,
       in its sole discretion, enforce (and shall have the exclusive right to
       enforce) against any licensee or sublicensee all rights and remedies of
       the Company in, to and under any Copyright Licenses, Patent Licenses or
       Trademark Licenses included in the Collateral and take or refrain from
       taking any action under any thereof, and the Company hereby releases the
       Collateral Agent and each of the other Secured Parties from, and agrees
       to hold the Collateral Agent and each of the other Secured Parties free
       and harmless from and against any claims and expenses arising out of, any
       lawful action so taken or omitted to be taken with respect thereto; and

                                       15


                     (iii)  upon request by the Collateral Agent, the Company
       will execute and deliver to the Collateral Agent a power of attorney, in
       form and substance satisfactory to the Collateral Agent, for the
       implementation of any lease, assignment, license, sublicense, grant of
       option, sale or other disposition of a Copyright, Patent or Trademark
       included in the Collateral or any action related thereto.  In the event
       of any such disposition pursuant to this Section, the Company shall
       supply its know-how and expertise relating to the manufacture and sale of
       the products bearing Trademarks or the products or services made or
       rendered in connection with Patents, and its customer lists and other
       records relating to such Patents or Trademarks and to the distribution of
       said products, to the Collateral Agent.

              (d)    Notwithstanding anything to the contrary contained 
herein or any other Loan Document, neither the Collateral Agent nor any 
Secured Party shall, without first obtaining the approval of a Governmental 
Authority, take any action pursuant to this Agreement or any other Loan 
Document which would constitute or result in an assignment of any License 
held by the Company or a transfer of control of the Company if such 
assignment or transfer would require, under the existing applicable law, the 
prior approval of such Governmental Authority.  The Company agrees to take, 
and the Company agrees to cause the Borrower and each of its Subsidiaries to 
take, in each case upon the occurrence and during the continuance of an Event 
of Default, any action that the Collateral Agent may reasonably request in 
order to obtain from any Governmental Authority such approval as may be 
necessary to enable the Collateral Agent to assign or transfer control of the 
Licenses pursuant to this Agreement, the Loan Documents and each other 
agreement, instrument and document delivered to the Collateral Agent in 
connection herewith and therewith, including specifically, at the expense of 
the Company, the use of the Company's and the Borrower's and each of its 
Subsidiaries' commercially reasonable efforts to assist in obtaining approval 
of such Governmental Authority for any action or transaction contemplated by 
this Agreement for which such approval is or shall be required by law, and 
specifically, without limitation, upon request, to prepare, sign and file 
with such Governmental Authority, the assignor's or transferor's portion of 
any application or applications for consent to the assignment of any License 
or transfer of control necessary or appropriate under the rules and 
regulations of such Governmental Authority for approval of any sale or sales 
of any of the Collateral by or on behalf of the Collateral Agent.

       SECTION 8.    LIMITATION ON DUTY OF COLLATERAL AGENT IN RESPECT OF 
COLLATERAL.  Beyond the exercise of reasonable care in the custody thereof, 
the Collateral Agent shall have no duty as to any Collateral in its 
possession or control or in the possession or control of any agent or bailee 
or any income thereon or as to the preservation of rights against prior 
parties or any other rights pertaining thereto.  The Collateral Agent shall 
be deemed to have exercised reasonable care in the custody of the Collateral 
in its possession if the Collateral is accorded treatment substantially equal 
to that which it accords its own property, and shall not be liable or 
responsible for any loss or damage to any of the Collateral, or for any 
diminution in the value thereof, by reason of the act or omission of any 
warehouseman, carrier, forwarding agency, consignee or other agent or bailee 
selected by the Collateral Agent in good faith; PROVIDED, HOWEVER, nothing in 
this Section 8 shall be deemed to prejudice any rights of the Company against 
such warehouseman, carrier, forwarding agency, consignee or other agent or 
bailee.

                                       16


       SECTION 9.    APPLICATION OF PROCEEDS.  Upon the occurrence and during 
the continuance of an Event of Default (as defined under the Credit 
Agreement), the proceeds of any sale of, or other realization upon, all or 
any part of the Collateral and any cash held in the Collateral Account shall 
be applied by the Collateral Agent in accordance with the Credit Agreement.

       SECTION 10.   APPOINTMENT OF CO-COLLATERAL AGENTS.  At any time or 
times, in order to comply with any legal requirement in any jurisdiction, the 
Collateral Agent may appoint another bank or trust company or one or more 
other persons, either to act as co-agent or co-agents, jointly with the 
Collateral Agent, or to act as separate agent or agents on behalf of the 
Secured Parties with such power and authority as may be necessary for the 
effectual operation of the provisions hereof and may be specified in the 
instrument of appointment.

       SECTION 11.   EXPENSES.  In the event that the Company fails to comply 
with the provisions of the Loan Documents or this Agreement, such that the 
value of any Collateral or the validity, perfection, rank or value of any 
Security Interest is thereby diminished or potentially diminished or put at 
risk, the Collateral Agent if requested by the Required Lenders (i) shall 
deliver written notice of such non-compliance to the Company requesting that 
it cure such non-compliance, and (ii) if within ten Business Days after 
delivery of such notice the Company has failed to cure such non-compliance, 
the Collateral Agent may, but shall not be required to, effect such 
compliance on behalf of the Company, and the Company shall reimburse the 
Collateral Agent for the reasonable costs thereof on demand.  All insurance 
expenses and all expenses of protecting, storing, warehousing, appraising, 
insuring, handling, maintaining and shipping the Collateral, any and all 
excise, property, sales, and use taxes imposed by any state, federal, or 
local authority on any of the Collateral, or in respect of periodic 
appraisals and inspections of the Collateral to the extent the same may 
reasonably be requested by the Required Lenders acting through the Collateral 
Agent from time to time, or in respect of the sale or other disposition 
thereof, shall be borne and paid by the Company; and if the Company fails to 
promptly pay any portion thereof when due, except, if no Event of Default (as 
defined under the Credit Agreement) has occurred and is continuing, with 
respect to taxes which are being contested as permitted by Section 5.05 of 
the Credit Agreement, the Collateral Agent or any other Secured Party may, at 
its option, but shall not be required to, pay the same and charge the 
Company's account therefor, and the Company agrees to reimburse the 
Collateral Agent or such Secured Party therefor on demand.  All reasonable 
sums so paid or incurred by the Collateral Agent or any other Secured Party 
for any of the foregoing and any and all other sums for which the Company may 
become liable hereunder and all costs and expenses (including attorneys' 
fees, legal expenses and court costs) reasonably incurred by the Collateral 
Agent or any other Secured Party in enforcing or protecting the Security 
Interests or any of their rights or remedies under this Agreement, shall, 
together with interest thereon for each day until paid at the Alternate Base 
plus the Applicable Rate plus interest at a rate per annum equal to two 
percent (2%) for such day, be additional Secured Obligations hereunder.

       SECTION 12.   TERMINATION OF SECURITY INTERESTS; RELEASE OF 
COLLATERAL. (a)   Upon the repayment in full of all Secured Obligations and 
the termination of the Commitments, the Security Interests shall terminate 
and all rights to the Collateral shall revert to the Company.  Upon the 
Partial Termination Date, the Security Interests in all Collateral other than 
Borrower-Related Collateral shall terminate and all rights in the Collateral 
other than Borrower-Related Collateral shall revert to the Company.

                                       17


              (b)    At any time and from time to time prior to such 
termination of the Security Interests, the Collateral Agent shall release the 
Collateral in accordance with Section 5(c) hereof.

              (c)    If any Collateral is sold, leased, exchanged, assigned 
or otherwise disposed of, or with respect to which on option has been 
granted, in accordance with and as permitted under the Credit Agreement, the 
Security Interests created hereby in such item (but not in any Proceeds 
arising from such sale or exchange) shall cease immediately without any 
further action on the part of the Collateral Agent.

              (d)    Upon any such termination of the Security Interests or 
release of Collateral, the Collateral Agent will, at the expense of the 
Company, execute and deliver to the Company such documents as the Company 
shall reasonably request to evidence the termination of the Security 
Interests or the release of such Collateral, as the case may be.

       SECTION 13.   NOTICES.  All notices, approvals, requests, demands and 
other communications hereunder shall be given in accordance with Section 9.01 
of the Credit Agreement.

       SECTION 14.   WAIVERS, NON-EXCLUSIVE REMEDIES.  No failure on the part 
of the Collateral Agent to exercise, and no delay in exercising and no course 
of dealing with respect to, any right under this Agreement or any other Loan 
Document shall operate as a waiver thereof, nor shall any single or partial 
exercise by the Collateral Agent of any right under this Agreement or any 
other Loan Document preclude any other or further exercise thereof or the 
exercise of any other right.  The rights in this Agreement or the Loan 
Documents are cumulative and are not exclusive of any other remedies provided 
by law.

       SECTION 15.   SUCCESSORS AND ASSIGNS.  This Agreement is for the 
benefit of the Collateral Agent and the other Secured Parties and their 
successors and assigns, and in the event of an assignment of all or any of 
the Secured Obligations, the rights hereunder, to the extent applicable to 
the indebtedness so assigned, may be transferred with such indebtedness.  
This Agreement shall be binding on the Company and its successors and assigns 
and the rights of the Company hereunder shall inure to the benefit of the 
Company's successors and permitted assigns.

       SECTION 16.   CHANGES IN WRITING.  Neither this Agreement nor any 
provision hereof may be changed, waived, discharged or terminated orally, but 
only in writing signed by the Company and the Collateral Agent with the 
consent of the Required Lenders.

       SECTION 17.   SEVERABILITY.  If any provision hereof is invalid and 
unenforceable in any jurisdiction, then, to the fullest extent permitted by 
law, (i) the other provisions hereof shall remain in full force and effect in 
such jurisdiction and shall be liberally construed in favor of the Collateral 
Agent and the other Secured Parties in order to carry out the intentions of 
the parties hereto as nearly as may be possible; and (ii) the invalidity or 
unenforceability of any provision hereof in any jurisdiction shall not affect 
the validity or enforceability of such provision in any other jurisdiction.

                                       18


       SECTION 18.   COUNTERPARTS.  This Agreement may be executed in any 
number of counterparts, all of which taken together shall constitute one and 
the same instrument and any of the parties hereto may execute this Agreement 
by signing any such counterpart.

       SECTION 19.   GOVERNING LAW; JURISDICTION; CONSENT TO SERVICE OF 
PROCESS.  (a)  This Agreement shall be construed in accordance with and 
governed by the law of the State of New York.

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

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

              (d)    Each of the Parent and the Borrower hereby irrevocably 
appoints and designates CT Corporation System, whose address is 1633 
Broadway, New York, New York 10019, or any other person having and 
maintaining a place of business in the State of New York whom the Parent or 
the Borrower may from time to time hereafter designate (having given 30 days' 
notice thereof to the Administrative Agent, each Lender and the Collateral 
Agent), as the true and lawful attorney and duly authorized agent for 
acceptance of service of legal process of the Parent and the Borrower.  
Without prejudice to the foregoing, each party to this Agreement irrevocably 
consents to service of process in the manner provided for notices in Section 
9.01 of the Credit Agreement.  Nothing in this Agreement or any other Loan 
Document will affect the right of any party to this Agreement to serve 
process in any other manner permitted by law.

       SECTION 20.   WAIVER OF JURY TRIAL.  EACH PARTY HERETO HEREBY WAIVES, 
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A 
TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF 
OR RELATING TO THIS AGREEMENT, ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS 
CONTEMPLATED HEREBY (WHETHER 

                                       19


BASED ON CONTRACT, TORT OR ANY OTHER THEORY).  EACH PARTY HERETO (A) 
CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS 
REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE 
EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) 
ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER 
INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND 
CERTIFICATIONS IN THIS SECTION.

       SECTION 21.   WAIVER OF IMMUNITY.  To the extent that the Company has 
or hereafter may acquire any immunity from jurisdiction of any court or from 
any legal process (whether through service or notice, attachment prior to 
judgment, attachment in aid or execution, or otherwise) with respect to 
itself or its property, the Company hereby irrevocably waives such immunity 
in respect of its obligations hereunder and under the other Loan Documents to 
the extent permitted by applicable law and, without limiting the generality 
of the foregoing, agrees that the waivers set forth in this Section shall 
have effect to the fullest extent permitted under the Foreign Sovereign 
Immunities Act of 1976 of the United States of America and are intended to be 
irrevocable for purposes of such Act.
                                          
                       (Signatures Follow on Next Page)
                                          

















                                       20


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

                              JATO COMMUNICATIONS CORP

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

                              STATE STREET BANK AND TRUST COMPANY,
                              as Collateral Agent

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



                                                                       EXHIBIT A
                                                                              TO
                                                                        SECURITY
                                                                       AGREEMENT

                                          
                             PERFECTION CERTIFICATE

     The undersigned, [                        ], Chief Executive Officer of 
JATO COMMUNICATIONS CORP., a Delaware corporation (the "Company"), hereby 
certifies with reference to the Security Agreement (Parent), dated as of July 
14, 1999, between the Company and State Street Bank and Trust Company, as 
Collateral Agent (terms defined therein or as provided therein being used 
herein as therein defined), to the Administrative Agent and each Lender as 
follows:

     SECTION 1.     NAMES.

          (a)  The exact corporate name of the Company as it appears in its 
certificate of incorporation is as follows:  [____________________________]

          (b)  The Company has not had any other corporate name since its 
organization.

          (c)  Except as set forth in Schedule 1, the Company has not changed 
its identity or corporate structure in any way within the past five years.

          (d)  The following is a list of all other names (including trade 
names or similar appellations) used by the Company or any of its divisions or 
other business units at any time during the past five years: [_________________]

     SECTION 2.     CURRENT LOCATIONS.  As of the date hereof, (a)  the chief 
executive office of the Company is located at the following address:

     NAME                          MAILING ADDRESS
     ----                          ---------------
     


          (b)  The following are all the locations where the Company
maintains any books or records relating to any Accounts:


     NAME                          MAILING ADDRESS
     ----                          ---------------
     
               
                                       
                                  Exhibit A-1


          (c)  The following are all the places of business of the Company 
not identified above:

     NAME                          MAILING ADDRESS
     ----                          ---------------
     
     
               

          (d)  The following are all the locations not identified above
where the Company maintains any Inventory:

     NAME                          MAILING ADDRESS
     ----                          ---------------
     
     
               

          (e)  The following are all the locations not identified above
where the Company maintains any Equipment or contemplates maintaining at any
time when the Loans are to be outstanding:


     NAME                          MAILING ADDRESS
     ----                          ---------------
     
     
     

          (f)  The following are the names and addresses of all Persons
other than the Company which have possession of any of the Company's Inventory:


     NAME                          MAILING ADDRESS
     ----                          ---------------
     
     
     

          (g)  The following are the names and addresses of all Persons
other than the Company which have possession of any of the Company's Investment
Property:


     NAME                          MAILING ADDRESS
     ----                          ---------------
     
     
     
                                  Exhibit A-2


     SECTION 3.     PRIOR LOCATIONS.

          (a)  Set forth below is the information required by subparagraphs 
(a), (b) and (c) of paragraph 2 with respect to each location or place of 
business maintained by the Company at any time during the past five years:  

          (b)  Set forth below is the information required by subparagraphs 
(d) and (e) of paragraph 2 with respect to each location or bailee where or 
with whom Inventory has been lodged at any time during the past four months:

     SECTION 4.     UNUSUAL TRANSACTIONS.  All Accounts have been originated 
by the Company and all Inventory and Equipment has been acquired by the 
Company in the ordinary course of its business.

     SECTION 5.     FILE SEARCH REPORTS.  Attached hereto as Schedule 5(a) is 
a true copy of a file search report from the Uniform Commercial Code filing 
officer in each jurisdiction identified in paragraph 2 or 3 above with 
respect to each name set forth in paragraph 1. Attached hereto as Schedule 
5(b) is a true copy of each financing statement or other filing identified in 
such file search reports.

     SECTION 6.     UCC FILINGS.  (a)  A duly signed financing statement on 
Form UCC-1 in substantially the form of Schedule 6 hereto has been duly 
delivered to the Collateral Agent for filing in the Uniform Commercial Code 
filing office in each jurisdiction identified in paragraph 2 hereof.

     Attached hereto as Schedule 6(b) is a true copy of each such filing duly 
acknowledged by the filing officer.

     SECTION 7.     SCHEDULE OF FILINGS.  Attached hereto as Schedule 7 is a 
schedule setting forth filing information with respect to the filings 
described in paragraph 6 above.

     SECTION 8.     FILING FEES.  All filing fees and taxes payable in 
connection with the filings described in paragraph 6 above have been paid.

                                  Exhibit A-3


     IN WITNESS WHEREOF, I have hereunto set my hand this _________ day of
[_____________________], 1999.
          

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















                                  Exhibit A-4


                                                                      SCHEDULE 1

                                          
                           CHANGE IN CORPORATE STRUCTURE



                                                                   SCHEDULE 6(b)

                                          
                                    UCC FILINGS



                                                                      SCHEDULE 7

                                          
                                SCHEDULE OF FILINGS



                                                                       EXHIBIT B
                                                                              TO
                                                                        SECURITY
                                                                       AGREEMENT
                                       
                          PATENT SECURITY AGREEMENT
                                          
              (PATENTS, PATENT APPLICATIONS AND PATENT LICENSES)

     WHEREAS, JATO COMMUNICATIONS CORP., a Delaware corporation (herein 
referred to as "Grantor") owns the Patents (as defined in the Security 
Agreement referred to below) (including design patents and applications for 
patents) listed on Schedule I annexed hereto, and is a party to the Patent 
Licenses (as defined in the Security Agreement referred to below) identified 
in Schedule I annexed hereto;

     WHEREAS, Grantor, Jato Operating Corp., certain lenders, State Street 
Bank and Trust Company, as Collateral Agent, and Lucent Technologies Inc., as 
administrative agent, are parties to a Credit Agreement of even date herewith 
(as the same may be amended and in effect from time to time among said 
parties and such lenders (the "Lenders") as may from time to time be parties 
thereto, the "Credit Agreement");

     WHEREAS, pursuant to the terms of the Security Agreement (Parent) of 
even date herewith (as said Agreement may be amended and in effect from time 
to time, the "Security Agreement") between Grantor and State Street Bank and 
Trust Company, as collateral agent for the Secured Parties referred to 
therein (in such capacity, together with its successors in such capacity, 
"Grantee"), Grantor has granted to Grantee for the benefit of such Secured 
Parties a continuing security interest in substantially all the assets of 
Grantor, including all right, title and interest of Grantor in, to and under 
the Patent Collateral (as defined herein) whether now owned or existing or 
hereafter acquired or arising, to secure the Secured Obligations (as defined 
in the Security Agreement);

     NOW, THEREFORE, for good and valuable consideration, the receipt and 
sufficiency of which are hereby acknowledged, Grantor does hereby grant to 
Grantee a continuing security interest in all of Grantor's right, title and 
interest in, to and under the following (all of the following items or types 
of property being herein collectively referred to as the "Patent 
Collateral"), whether now owned or existing or hereafter acquired or arising:

               (i)  each Patent (including each design patent and patent
     application), including, without limitation, each Patent (including each
     design patent and patent application) referred to in Schedule I annexed
     hereto;

               (ii) each Patent License, including, without limitation,
     each Patent License identified in Schedule I annexed hereto; and

               (iii)     all proceeds of and revenues from the foregoing,
     including, without limitation, all proceeds of and revenues from any
     claim by Grantor against third 

                                       
                                  Exhibit B-1


     parties for past, present or future infringement of any Patent (including 
     any design patent), including, without limitation, any Patent referred to 
     in Schedule I annexed hereto (including, without limitation, any such 
     Patent issuing from any application referred to in Schedule I annexed 
     hereto), and all rights and benefits of Grantor under any Patent License, 
     including, without limitation, any Patent License identified in Schedule I 
     annexed hereto.

     Until the Partial Termination Date, Grantor hereby irrevocably 
constitutes and appoints Grantee and any officer or agent thereof, with full 
power of substitution, as its true and lawful attorney-in-fact with full 
power and authority in the name of Grantor or in its name, from time to time, 
in Grantee's discretion, so long as any Event of Default (as defined in the 
Credit Agreement) has occurred and is continuing, to take with respect to the 
Patent Collateral any and all appropriate action which Grantor might take 
with respect to the Patent Collateral and to execute any and all documents 
and instruments which may be necessary or desirable to carry out the terms of 
this Patent Security Agreement and to accomplish the purposes hereof.

     Until the Partial Termination Date, except to the extent not prohibited 
in the Security Agreement, Grantor agrees not to sell, license, exchange, 
assign or otherwise transfer or dispose of, or grant any rights with respect 
to, or mortgage or otherwise encumber, any of the foregoing Patent Collateral.

     This security interest is granted in conjunction with the security 
interests granted to Grantee pursuant to the Security Agreement.  Grantor 
does hereby further acknowledge and affirm that the rights and remedies of 
Grantee with respect to the security interest in the Patent Collateral made 
and granted hereby are more fully set forth in the Security Agreement, the 
terms and provisions of which are incorporated by reference herein as if 
fully set forth herein.

     IN WITNESS WHEREOF, Grantor has caused this Patent Security Agreement to 
be duly executed by its officer thereunto duly authorized as of the _________
day of _____________________, _________.


                              JATO COMMUNICATIONS CORP.

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


                                  Exhibit B-2


Acknowledged:

STATE STREET BANK AND TRUST COMPANY,
  as Collateral Agent

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



















                                  Exhibit B-3


                                                                      SCHEDULE I
                                                                       TO PATENT
                                                                        SECURITY
                                                                       AGREEMENT

                                          
                                   PATENTS

A.   U.S. PATENTS AND DESIGN PATENTS


          I.D. NO.       PATENT NO.     ISSUE DATE     TITLE
               
               
               
               

B.   U. S. PATENT APPLICATIONS

          SERIAL NO.     DATE           FILE           TITLE
               
               
               




                                                                       EXHIBIT C
                                                                              TO
                                                                        SECURITY
                                                                       AGREEMENT

                                          
                         TRADEMARK SECURITY AGREEMENT
                                          
               (TRADEMARKS, TRADEMARK REGISTRATIONS, TRADEMARK
                     APPLICATIONS AND TRADEMARK LICENSES)

     WHEREAS, JATO COMMUNICATIONS CORP., a Delaware corporation (herein 
referred to as "Grantor"), owns the Trademarks (as defined in the Security 
Agreement referred to below) listed on Schedule I annexed hereto, and is a 
party to the Trademark Licenses (as defined in the Security Agreement 
referred to below) identified in Schedule 1 annexed hereto;

     WHEREAS, Grantor, Jato Operating Corp., certain lenders, State Street 
Bank and Trust Company, as Collateral Agent, and Lucent Technologies Inc., as 
administrative agent, are parties to a Credit Agreement of even date herewith 
(as the same may be amended and in effect from time to time among said 
parties and such lenders (the "Lenders") as may from time to time be parties 
thereto, the "Credit Agreement");

     WHEREAS, pursuant to the terms of the Security Agreement (Parent) of 
even date herewith (as said Agreement may be amended and in effect from time 
to time, the "Security Agreement") between Grantor and State Street Bank and 
Trust Company, as collateral agent for the Secured Parties referred to 
therein (in such capacity, together with its successors in such capacity, 
"Grantee"), Grantor has granted to Grantee for the benefit of such Secured 
Parties a security interest in substantially all the assets of Grantor, 
including all right, title and interest of Grantor in, to and under the 
Trademark Collateral (as defined herein), whether now owned or existing or 
hereafter acquired or arising, to secure the Secured Obligations (as defined 
in the Security Agreement);

     NOW, THEREFORE, for good and valuable consideration, the receipt and 
sufficiency of which are hereby acknowledged, Grantor does hereby grant to 
Grantee a continuing security interest in all of Grantor's right, title and 
interest in, to and under the following (all of the following items or types 
of property being herein collectively referred to as the "Trademark 
Collateral"), whether now owned or existing or hereafter acquired or arising:

               (i)  each Trademark, including, without limitation, each
     Trademark application referred to in Schedule I annexed hereto, and all
     of the goodwill of the business connected with the use of, or symbolized
     by, each such Trademark;

               (ii) each Trademark License, including, without
     limitation, each Trademark License identified in Schedule I annexed
     hereto, and all of the goodwill of the 

                                  Exhibit C-1


     business connected with the use of, or symbolized by, each Trademark 
     licensed pursuant thereto; and

               (iii)     all proceeds of and revenues from the foregoing,
     including, without limitation, all proceeds of and revenues from any
     claim by Grantor against third parties for past, present or future unfair
     competition with, or violation of intellectual property rights in
     connection with or injury to, or infringement or dilution of, any
     Trademark, including, without limitation, any Trademark referred to in
     Schedule I hereto, and all rights and benefits of Grantor under any
     Trademark License, including, without limitation, any Trademark License
     identified in Schedule I hereto, or for injury to the goodwill associated
     with any of the foregoing.

     Until the Partial Termination Date, Grantor hereby irrevocably 
constitutes and appoints Grantee and any officer or agent thereof, with full 
power of substitution, as its true and lawful attorney-in-fact with full 
power and authority in the name of Grantor or in its name, from time to time, 
in Grantee's discretion, so long as any Event of Default (as defined in the 
Credit Agreement) has occurred and is continuing, to take with respect to the 
Trademark Collateral any and all appropriate action which Grantor might take 
with respect to the Trademark Collateral and to execute any and all documents 
and instruments which may be necessary or desirable to carry out the terms of 
this Trademark Security Agreement and to accomplish the purposes hereof.

     Until the Partial Termination Date, except to the extent not prohibited 
in the Security Agreement (Parent), Grantor agrees not to sell, license, 
exchange, assign or otherwise transfer or dispose of, or grant any rights 
with respect to, or mortgage or otherwise encumber, any of the foregoing 
Trademark Collateral.

     This security interest is granted in conjunction with the security 
interests granted to Grantee pursuant to the Security Agreement.  Grantor 
does hereby further acknowledge and affirm that the rights and remedies of 
Grantee with respect to the security interest in the Trademark Collateral 
made and granted hereby are more fully set forth in the Security Agreement, 
the terms and provisions of which are incorporated by reference herein as if 
fully set forth herein.

     IN WITNESS WHEREOF, Grantor has caused this Trademark Security Agreement 
to be duly executed by its officer thereunto duly authorized as of the ______ 
day of _____________________, ________.


                              JATO COMMUNICATIONS CORP.

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

                                  Exhibit C-2


Acknowledged:

STATE STREET BANK AND TRUST COMPANY,
  as Collateral Agent

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





















                                  Exhibit C-3


                                                                      SCHEDULE I
                                                                              TO
                                                                       TRADEMARK
                                                                        SECURITY
                                                                       AGREEMENT

                                          
                 U.S. TRADEMARKS AND TRADEMARK REGISTRATIONS

A.   U.S. TRADEMARKS AND TRADEMARK REGISTRATIONS

          REG. NO.       REG. DATE           MARK
          --------       ---------           ----
          
          
          

B.   U.S. TRADEMARK APPLICATIONS

          SERIAL NO.     DATE FILED          MARK
          ----------     ----------          ----
          
          
          
                                          
                         EXCLUSIVE TRADEMARK LICENSES
                                          
                                   PARTIES


     NAME OF                                       DATE OF      
     AGREEMENT        LICENSOR       LICENSEE      AGREEMENT    SUBJECT MATTER
     ---------        --------       --------      ---------    --------------



                                                                    EXHIBIT D TO
                                                                        SECURITY
                                                                       AGREEMENT

                                          
                         COPYRIGHT SECURITY AGREEMENT
                                          
               (COPYRIGHTS, COPYRIGHT REGISTRATIONS, COPYRIGHT
                     APPLICATIONS AND COPYRIGHT LICENSES)

     WHEREAS, JATO COMMUNICATIONS CORP., a Delaware corporation (herein 
referred to as "Grantor") owns the Copyrights (as defined in the Security 
Agreement referred to below) listed on Schedule I annexed hereto, and is a 
party to the Copyright Licenses (as defined in the Security Agreement 
referred to below) identified in Schedule I annexed hereto;

     WHEREAS, Grantor, Jato Operating Corp., certain lenders, State Street 
Bank and Trust Company, as Collateral Agent, and Lucent Technologies Inc., as 
administrative agent, are parties to a Credit Agreement of even date herewith 
(as the same may be amended and in effect from time to time among said 
parties and such lenders (the "Lenders") as may from time to time be parties 
thereto, the "Credit Agreement");

     WHEREAS, pursuant to the terms of the Security Agreement (Parent) of 
even date herewith (as said Agreement may be amended and in effect from time 
to time, the "Security Agreement") between Grantor and State Street Bank and 
Trust Company, as collateral agent for the Secured Parties referred to 
therein (in such capacity, together with its successors in such capacity, the 
"Grantee"), Grantor has granted to Grantee for the benefit of such Secured 
Parties a security interest in substantially all the assets of the Grantor, 
including all right, title and interest of Grantor in, to and under the 
Copyright Collateral (as defined herein), whether now owned or existing or 
hereafter acquired or arising, to secure the Secured Obligations (as defined 
in the Security Agreement);

     NOW, THEREFORE, for good and valuable consideration, the receipt and 
sufficiency of which are hereby acknowledged, Grantor does hereby grant to 
Grantee a continuing security interest in all of Grantor's right, title and 
interest in, to and under the following (all of the following items or types 
of property being herein collectively referred to as the "Copyright 
CoIlateral"), whether now owned or existing or hereafter acquired or arising:

               (i)  each Copyright, including, without limitation, each
     Copyright referred to in Schedule I annexed hereto;

               (ii) each Copyright License, including, without
     limitation, each Copyright License identified in Schedule I annexed
     hereto; and

               (iii)     all proceeds of and revenues from the foregoing,
     including, without limitation, all proceeds of and revenues from any
     claim by Grantor against third 
                                       
                                  Exhibit D-1


     parties for past, present or future infringement of any Copyright, 
     including, without limitation, any Copyright referred to in Schedule I 
     annexed hereto, and all rights and benefits of Grantor under any Copyright 
     License, including, without limitation, any Copyright License identified 
     in Schedule I annexed hereto.

     Until the Partial Termination Date, Grantor hereby irrevocably 
constitutes and appoints Grantee and any officer or agent thereof, with full 
power of substitution, as its true and lawful attorney-in-fact with full 
power and authority in the name of Grantor or in its name, from time to time, 
in Grantee's discretion, so long as any Event of Default (as defined in the 
Credit Agreement) has occurred and is continuing, to take with respect to the 
Copyright Collateral any and all appropriate action which Grantor might take 
with respect to the Copyright Collateral and to execute any and all documents 
and instruments which may be necessary or desirable to carry out the terms of 
this Copyright Security Agreement and to accomplish the purposes hereof.

     Until the Partial Termination Date, except to the extent not prohibited 
in the Security Agreement, Grantor agrees not to sell, license, exchange, 
assign or otherwise transfer or dispose of, or grant any rights with respect 
to, or mortgage or otherwise encumber, any of the foregoing Copyright 
Collateral.

     This security interest is granted in conjunction with the security 
interests granted to Grantee pursuant to the Security Agreement.  Grantor 
does hereby further acknowledge and affirm that the rights and remedies of 
Grantee with respect to the security interest in the Copyright Collateral 
made and granted hereby are more fully set forth in the Security Agreement, 
the terms and provisions of which are incorporated by reference herein as if 
fully set forth herein.

     IN WITNESS WHEREOF, Grantor has caused this Copyright Security Agreement 
to be duly executed by its officer thereunto duly authorized as of the _____ day
of __________________, ______.


                              JATO COMMUNICATIONS CORP.

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

                                  Exhibit D-2


Acknowledged:

STATE STREET BANK AND TRUST COMPANY,
  as Collateral Agent

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















                                  Exhibit D-3


                                                                      SCHEDULE I
                                                                              TO
                                                                       COPYRIGHT
                                                                        SECURITY
                                                                       AGREEMENT

                                          
                    COPYRIGHTS AND COPYRIGHT REGISTRATION
                                          


          REGISTRATION NO.    REG. DATE      TITLE
          ----------------    ---------      -----
          
          
          
                                          
                               COPYRIGHT APPLICATIONS
                                          

          SERIAL NO.          DATE FILED          TITLE
          ----------          ----------          -----
          
          
          
          
                                          
                                 COPYRIGHT LICENSES
                                          
                                      PARTIES


      NAME OF                                       DATE OF          
     AGREEMENT        LICENSOR       LICENSEE      AGREEMENT     SUBJECT MATTER
     ---------        --------       --------      ---------     --------------



                                                                    EXHIBIT E TO
                                                                        SECURITY
                                                                       AGREEMENT
                                          
                                  OPINION OF
                           COUNSEL FOR THE COMPANY

     The Security Agreement creates and constitutes as security for the 
Secured Obligations (as defined in the Security Agreement and including any 
future obligations which are Secured Obligations), in favor of the Collateral 
Agent for the ratable benefit of the Secured Parties, a valid security 
interest in all right, title and interest of the Company in the Collateral 
and all right, title and interest of the Company in the Collateral Account.  
The security interests of the Collateral Agent in all right, title and 
interest of the Company in the Collateral created by the Security Agreement 
constitute perfected security interests under the Uniform Commercial Code, as 
in effect in the State of New York ("UCC"), the United States Copyright Act 
("CA"), the United States Patent Act ("PA") and the United States Trademark 
Act ("TA"), to the extent that a security interest therein may be perfected 
under the UCC, the CA, the PA or the TA.  Insofar as the priority thereof is 
governed by the UCC, the priority of the security interests created by the 
Security Agreement in the Collateral in which the Company has rights on the 
date hereof will be the same with respect to Loans made or deemed made 
pursuant to the Credit Agreement after the date hereof, except to the extent 
that any priority may be affected by any security interest, lien or other 
encumbrance imposed by law in favor of any government or governmental 
authority or agency.  Unless otherwise specifically defined herein, each term 
defined herein has the meaning assigned to such term in the Security 
Agreement.

     With respect to the enforceability of the Security Documents, we express 
no opinion as to the availability of specific performance.  Moreover, our 
opinion with respect to the enforceability of the Security Documents is 
subject to the further qualification that certain remedial provisions thereof 
may be limited by the law of the State of New York and applicable law of the 
United States of America, but such laws do not, in our opinion, make the 
remedies afforded thereby inadequate for the practical realization of the 
benefits of the security intended to be provided thereby.




                                       
                                   Exhibit E-1


                                                                    EXHIBIT F TO
                                                                        SECURITY
                                                                       AGREEMENT

                                       
                              LOCKBOX AGREEMENT

     LOCKBOX AGREEMENT, dated as of [_________________], [____________], 
among JATO COMMUNICATIONS CORP., a Delaware corporation (the "Company"), 
STATE STREET BANK AND TRUST COMPANY, as Collateral Agent under the Security 
Agreement referred to below (the "Collateral Agent"), and [________________]
(the "Lockbox Bank").
                                          
                            W I T N E S S E T H :

     WHEREAS, the Company and the Collateral Agent have entered into a 
Security Agreement (Parent), dated as of July 14, 1999 (as the same may be 
amended from time to time, the "Security Agreement") under which the Company 
has granted a continuing security interest in and to the Collateral (as 
defined in the Security Agreement) to secure its obligations under the Loan 
Documents (defined as provided in the Security Agreement);

     WHEREAS, pursuant to the Security Agreement, the Company has agreed to 
instruct certain obligors to make payments to (the "Post Office Box"); and

     WHEREAS, the Company has requested that the Lockbox Bank establish and 
maintain a bank account as further described herein, and the Lockbox Bank is 
willing to establish and maintain such account pursuant to this Agreement;

     NOW, THEREFORE, in consideration of the premises and the mutual 
covenants herein contained and for other good and valuable consideration, the 
receipt of which is hereby acknowledged, the parties hereto agree as follows:

     SECTION 1.     POST OFFICE BOX; DEPOSITS INTO THE LOCK BOX ACCOUNT. (a)  
The Lockbox Bank shall have unrestricted and exclusive access to the Post 
Office Box for the purpose of collecting mail for delivery and deposit into 
the Lockbox Account (as defined below) (even though addressed to the Company) 
and shall collect the mail delivered thereto on each business day in 
accordance with the Lockbox Bank's regular collection schedule.

          (b)  The contents of the mail collected from the Post Office Box, 
whether consisting of cash, checks, drafts, bills of exchange, money orders 
or other instruments or documents, shall be promptly deposited by the Lockbox 
Bank into the Lockbox Account.  The term "Lockbox Account" means account no. 
[___________________] opened and maintained by the Lockbox Bank for the 
Company.

          (c)  The Lockbox Bank shall prepare one photocopy of the front and 
back of each check, draft, bill of exchange, money order or other instrument 
or document (collectively, 

                                       
                                  Exhibit F-1


hereinafter called the "checks"; individually, a "check") with the date of 
deposit to be shown on the bottom edge thereof. Attachments received with 
payments, such as detachable stubs, together with any correspondence and the 
individual envelope, are to be affixed to the photocopy of the check.  All of 
the above instruments will be delivered by the Lockbox Bank to the Company on 
a same day basis.

          (d)  The Lockbox Bank shall endorse all checks which appear to be 
in order for deposit into the Lockbox Account and shall process each item 
under the same terms and conditions as would apply if the Lockbox Bank or the 
Company had made the deposit directly.  The Lockbox Bank shall endorse all 
such checks as follows:

               "DEPOSIT TO THE ACCOUNT OF AND WITHOUT
               PREJUDICE TO THE WITHIN NAMED PAYEE
               LOCKBOX SERVICES"

     This endorsement may be made by use of a payee endorsement stamp.

          (e)  Undated checks may be dated by the Lockbox Bank to agree with 
the postmark date and included in the regular deposit.  Checks incorrectly 
made out, where numerical and written amounts differ, are to be deposited for 
the written amount only.  Checks bearing no signature are to be stamped with 
a "Kindly Refer to Maker" stamp and processed.  Third-party checks may be 
deposited into the Lockbox Account if properly endorsed.

          (f)  Checks bearing the legend "Payment in Full" or words of 
similar import, either typed or handwritten, and checks that the Lockbox 
Bank, in its normal banking practices and in its sole discretion, decides to 
submit to the special attention of the Company or the Collateral Agent, shall 
be withheld from the clearing system and sent to the Company or, at any time 
after receipt by the Lockbox Bank of written notice from (which notice may be 
delivered only upon the occurrence and during the continuation of an Event of 
Default (as defined in the Credit Agreement)) the Collateral Agent, to the 
entity designated in a written notice from the Collateral Agent.  Should the 
Lockbox Bank by reason of the exercise of its judgment, or through 
inadvertence or oversight, process any of the checks covered by this Section 
1(f) for collection and credit such checks to the Lockbox Account, the 
Company and the Collateral Agent agree that the Lockbox Bank shall incur no 
responsibility or liability.

          (g)  The details representing deposited items, adding machine 
tapes, advice of credit, etc., together with all other materials rejected for 
various reasons, and so marked, shall be sent by the Lockbox Bank to the 
Company or, at any time after receipt by the Lockbox Bank of written notice 
(which notice may be delivered only upon the occurrence and during the 
continuation of an Event of Default (as defined in the Credit Agreement)) 
from the Collateral Agent, to the entity designated in a written notice from 
the Collateral Agent. Checks returned unpaid because of uncollected or 
insufficient funds shall be redeposited without advice.  Checks returned a 
second time shall be charged to the Lockbox Account and mailed with 
appropriate advice to the Company or, at any time after receipt by the 
Lockbox Bank of written notice (which notice may be delivered only upon the 
occurrence and during the continuation of an Event of Default (as defined in 
the Credit Agreement)) from the Collateral Agent, to the entity designated in 
a written notice from the Collateral Agent.

                                  Exhibit F-2


          (h)  The Lockbox Bank shall maintain a microfilm record of each 
check included in the Lockbox Account in accordance with the Lockbox Bank's 
normal lockbox procedures.  This film shall be available for use by the 
Company and the Collateral Agent.

          (i)  The Company shall deposit such amounts into the Lockbox 
Account as are required to be so deposited pursuant to Section 5 of the 
Security Agreement.

     SECTION 2.     THE LOCKBOX ACCOUNT AND TRANSFERS THEREFROM.  (a)  Unless 
and until the Lockbox Bank receives notice (which notice may be delivered 
only upon the occurrence and during the continuation of an Event of Default 
(as defined in the Credit Agreement)) from the Collateral Agent that the 
provisions of Section 2(b) are to be implemented, which notice shall be 
effective upon receipt by the Lockbox Bank (a "Stop Transfer Notice"), the 
Lockbox Bank will debit the Lockbox Account in accordance with the Company's 
instructions.

          (b)  After receipt by the Lockbox Bank of a Stop Transfer Notice, 
the Lockbox Bank will cease debiting the Lockbox Account in accordance with 
the Company's instructions (but may continue to debit the Lockbox Account in 
accordance with Section 1(g)) and will disburse funds from the Lockbox 
Account only in accordance with instructions from the Collateral Agent.

     SECTION 3.     MISCELLANEOUS.  (a)  The Company hereby agrees to 
immediately notify its account debtors which have not already been notified 
to send all their remittances to the Post Office Box.

          (b)  The Lockbox Bank's compensation for providing the services 
contemplated herein shall be as mutually agreed between the Company and the 
Lockbox Bank from time to time.

          (c)  The Lockbox Bank undertakes to perform only such duties as are 
expressly set forth herein and are normally undertaken by the Lockbox Bank in 
connection with its lockbox processing.  Notwithstanding any other provision 
of this Agreement, it is agreed by the parties to this Agreement that the 
Lockbox Bank shall not be liable for any action taken by the Lockbox Bank or 
any of its directors, officers, agents or employees in accordance with this 
Agreement except for the Lockbox Bank's (or any director's, officer's, 
agent's or employee's) gross negligence or willful misconduct.  In no event 
shall the Lockbox Bank be liable for losses or delays resulting from acts of 
God, force majeure, computer malfunctions, interruptions of communication 
facilities, labor difficulties or other causes beyond the Lockbox Bank's 
reasonable control or for indirect, special or consequential damages.

          (d)  All notices or other written communications hereunder shall be 
sent:

     in the case of the Lockbox Bank, to:

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


                                  Exhibit F-3


     in the case of the Company, to:

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


     in the case of the Collateral Agent, to:

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

          (e)  The Lockbox Bank shall not assert, claim or endeavor to 
exercise any right of set-off or banker's lien against any funds which may at 
any time be deposited in the Lockbox Account, or any items or proceeds 
thereof that come into the Lockbox Bank's possession in connection with this 
Agreement, except to the extent otherwise provided in the last sentence of 
Section 1(g) and except for fees payable pursuant to Section 3(b).

          (f)  During the term of the Security Agreement, this Agreement may 
be terminated only by the Lockbox Bank, and then only upon written notice to 
the other parties; PROVIDED that such termination shall not be effective 
until the earlier of (i) such time as a successor bank shall have been 
appointed and shall have accepted the responsibilities, duties and 
obligations of the Lockbox Bank under this Agreement and (ii) 5:00 P.M. (New 
York time) on the 60th day after receipt of such written notice.  In the 
event that the Lockbox Bank receives remittances following such termination, 
it will forward such remittances to such successor bank (or, if no successor 
bank has been appointed and shall have accepted the responsibilities, duties 
and obligations of the Lockbox Bank under this Agreement, then as directed by 
the Collateral Agent) and the Company shall compensate the Lockbox Bank for 
such services at the price agreed to pursuant to Section 3(b) hereof.

          (g)  Neither this Agreement nor any provision hereof may be 
changed, amended, modified or waived orally, but only by an instrument in 
writing signed by the parties hereto.

          (h)  This Agreement shall be governed by and construed in 
accordance with the laws of the State of New York.

          (i)  This Agreement shall be binding upon and shall inure to the 
benefit of the parties hereto and their respective successors and assigns.

          (j)  This Agreement may be executed in any number of counterparts 
which together shall constitute one and the same instrument.

                                  Exhibit F-4


          (k)  The Company agrees to pay, indemnify and hold the Lockbox Bank 
harmless from and against any and all liabilities, obligations, losses, 
damages, penalties, actions, judgments, suits, costs, expenses or 
disbursements of any kind or nature whatsoever (including, without 
limitation, legal fees) with respect to the performance of this Agreement by 
the Lockbox Bank or of its directors, officers, agents or employees, unless 
arising from its or such natural persons' own gross negligence or willful 
misconduct.  The provisions of this paragraph shall survive termination of 
this Agreement.

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

                              JATO COMMUNICATIONS CORP.

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

                              [BANK]

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

                              STATE STREET BANK AND TRUST COMPANY,
                              as Collateral Agent

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



                                       
                                  Exhibit F-5


                                                                      EXHIBIT G
                                                          TO SECURITY AGREEMENT

                                          
                [FORM OF SECURITIES ACCOUNT CONTROL AGREEMENT]
                                          




















                                  Exhibit G-1


                                                                    EXHIBIT G TO
                                                              SECURITY AGREEMENT
                                                                        (PARENT)
                                          
           [FORM OF SECURITIES ACCOUNT CONTROL AGREEMENT (PARENT)]
                                          
                SECURITIES ACCOUNT CONTROL AGREEMENT (PARENT)

          This SECURITIES ACCOUNT CONTROL AGREEMENT (PARENT) (the 
"AGREEMENT"), dated as of July 14, 1999, by and among Jato Communications 
Corp., a Delaware corporation (the "PARENT"), Lehman Brothers Inc. (the 
"SECURITIES INTERMEDIARY"), and State Street Bank and Trust Company, as 
Collateral Agent (the "COLLATERAL AGENT") for the benefit of the Secured 
Parties (as defined in the Credit Agreement referred to below).  Capitalized 
terms not otherwise defined herein shall have the meanings set forth in the 
Credit Agreement, dated as of July 14, 1999, among Jato Operating Corp., the 
Parent, the lenders party thereto, the Collateral Agent and Lucent 
Technologies Inc., as Administrative Agent, as amended, supplemented and 
modified from time to time (the "CREDIT AGREEMENT"), and references herein to 
the "UCC" are references to the Uniform Commercial Code as in effect in the 
State of New York.

          WHEREAS, pursuant to the Security Agreement (Parent), the Parent 
has granted a security interest in substantially all of its assets; and

          WHEREAS, the Security Agreement (Parent) requires the Parent and 
the Securities Intermediary to enter into this Agreement;

          NOW THEREFORE, the parties hereto hereby agree, for good and 
valuable consideration, the receipt and sufficiency of which are hereby 
acknowledged, as follows:

          1.   ESTABLISHMENT OF SECURITIES ACCOUNT.  The Securities 
Intermediary hereby confirms that the Securities Intermediary has established 
account number 833-79146-11394 under the name "Jato Communications Corp. 
pledge account for State Street Bank and Trust Company, as Collateral Agent" 
(together with any successor accounts, the "SECURITIES ACCOUNT") for the 
Parent.

          2.   TREATMENT OF THE SECURITIES ACCOUNT.

          (a)  The Securities Account is, and shall be treated as, a 
"securities account" within the meaning of Section 8-501 of the UCC.

          (b)  The Securities Account is an account to which financial assets 
are or may be credited.

          (c)  The Securities Intermediary shall treat the Collateral Agent 
as (i) entitled to exercise the rights that comprise any financial asset 
credited to the Securities Account, and (ii) the "entitlement holder" (within 
the meaning of Section 8-102 of the UCC), for the benefit of the 



Secured Parties, with respect to the Securities Account on the books and 
records of the Securities Intermediary.

          (d)  All property delivered to the Securities Intermediary shall be 
promptly credited to the Securities Account.

          (e)  All securities or other property (other than cash) capable of 
being issued or registered in the name of a Person or in bearer form 
underlying any financial assets credited to the Securities Account shall be 
registered in the name of "Jato Communications Corp. pledge account for State 
Street Bank and Trust Company, as Collateral Agent" or indorsed to the 
Securities Intermediary or in blank, and in no case shall any such financial 
asset credited to the Securities Account be registered in the name of the 
Parent, payable to the order of the Parent or specially indorsed to the 
Parent, except as provided in Section 5 hereof.

          3.   "FINANCIAL ASSETS" ELECTION.  Each item of property (whether 
investment property, financial asset, security, instrument or cash or any 
other property of any kind) credited to the Securities Account shall be 
treated as a "financial asset" (within the meaning of Section 8-102(a)(9) of 
the UCC) under Article 8 of the UCC.

          4.   CONTROL BY COLLATERAL AGENT.  Upon receipt of a Notice of 
Exclusive Control, the Securities Intermediary shall: (i) comply with all 
notifications it receives directing it to transfer or redeem any financial 
asset in the Securities Account (each an "ENTITLEMENT ORDER") originated by 
the Collateral Agent without further consent by the Parent; and (ii) take 
directions with respect to the Securities Account from the Collateral Agent.

          5.   PARENT'S RIGHTS IN THE SECURITIES ACCOUNT.

          (a)  Except as otherwise provided in this Section 5, the Securities 
Intermediary shall comply with Entitlement Orders originated by the Parent 
without further consent by the Collateral Agent.

          (b)  If the Securities Intermediary shall have received from the 
Collateral Agent a notice of exclusive control substantially in the form of 
Exhibit A attached (a "NOTICE OF EXCLUSIVE CONTROL"), the Securities 
Intermediary shall cease:

               (i)  complying with Entitlement Orders or other directions
     concerning the Securities Account originated by the Parent; and

               (ii) distributing to the Parent earnings, income, dividends,
     interest, or other distributions on investment property, instruments,
     money, or other property credited to the Securities Account.

          (c)  The Collateral Agent hereby agrees, solely for the benefit of 
the Parent and its successors and assigns, that the Collateral Agent will not 
issue a Notice of Exclusive Control or any Entitlement Order unless an Event 
of Default has occurred and is continuing on such date. 

                                       2


          (d)  Notwithstanding any contrary provisions hereof, unless and 
until the Securities Intermediary receives a Notice of Exclusive Control from 
the Collateral Agent, (i) the Parent shall have the right to (1) trade and 
exercise rights over the Securities Account and (2) originate Entitlement 
Orders with respect to the Securities Account, including Entitlement Orders 
that would require the Securities Intermediary to make a delivery to or for 
the account of the Parent or any other Person and (ii) the Securities 
Intermediary shall handle, invest, disburse and dispose of all financial 
assets credited to the Securities Account in accordance with Entitlement 
Orders or other directions originated by the Parent.

          (e)  Upon receipt of a Notice of Exclusive Control, the Securities 
Intermediary shall cease complying with any Entitlement Orders originated by 
the Parent that would require the Securities Intermediary to make a delivery 
to or for the account of the Parent or any other Person, except where the 
Collateral Agent has confirmed in writing that such delivery is acceptable to 
the Collateral Agent.

          6.   SECURITIES INTERMEDIARY'S LIEN.  The Securities Intermediary 
agrees that, except for the payment of its fees, commissions and settlement 
of open orders, it will not assert any lien, encumbrance, claim or right 
against the Securities Account or any asset carried in the Securities Account.

          7.   SECURITIES INTERMEDIARY'S RESPONSIBILITY.

          (a)  The Securities Intermediary shall not be liable to the 
Collateral Agent (for the benefit of the Secured Parties) for complying with 
Entitlement Orders from the Parent that are received by the Securities 
Intermediary before the Securities Intermediary receives and has a reasonable 
opportunity to act on a Notice of Exclusive Control.

          (b)  The Securities Intermediary shall not be liable to the Parent 
for complying with a Notice of Exclusive Control or with Entitlement Orders 
originated by the Collateral Agent, even if the Parent notifies the 
Securities Intermediary that the Collateral Agent is not legally entitled to 
issue the Entitlement Order or Notice of Exclusive Control.

          (c)  This Agreement does not create any obligation of the 
Securities Intermediary except for those expressly set forth in this 
Agreement.  In particular, the Securities Intermediary need not investigate 
whether the Collateral Agent is entitled under the Collateral Agent's 
agreements with the Parent to give an Entitlement Order or a Notice of 
Exclusive Control.  The Securities Intermediary may rely on notices and 
communications that it believes were given by the appropriate party.

          8.   STATEMENTS, CONFIRMATIONS, AND NOTICES OF ADVERSE CLAIMS.  The 
Securities Intermediary shall provide to the Collateral Agent duplicate 
copies of all statements, confirmations and other communications sent by the 
Securities Intermediary to the Parent.  Except for the claims and interests 
of the Collateral Agent (for the benefit of the Secured Parties) and of the 
Parent, the Securities Intermediary does not know of any claim to, or 
interest in, the Securities Account or in any financial assets credited 
thereto.  If any person asserts any lien, encumbrance or adverse claim 
(including any writ, garnishment, judgment, warrant of attachment, execution 
or similar process) against the Securities Account or in any financial asset 

                                       3


credited thereto, the Securities Intermediary shall notify the Collateral 
Agent and the Parent thereof promptly after becoming aware thereof.

          9.   REPRESENTATIONS, WARRANTIES, AND COVENANTS OF THE SECURITIES 
INTERMEDIARY.  The Securities Intermediary hereby represents, warrants and 
covenants that:

          (a)  The Securities Account has been or shall be established as 
described in Section 1 above, and the Securities Account shall be maintained 
in the manner set forth herein until termination of this Agreement.  The 
Securities Intermediary shall not change the name or account numbers of the 
Securities Account without the prior written consent of the Collateral Agent.

          (b)  No financial asset is registered in the name of the Parent, or 
payable to the Parent's order, or specifically indorsed to the Parent, except 
to the extent that such financial asset has been indorsed to the Securities 
Intermediary or in blank.  Except as otherwise provided in Section 5 hereof, 
no financial asset shall be registered in the name of the Parent or payable 
to the Parent's order or specially indorsed to the Parent, except to the 
extent that such financial asset has been indorsed to the Securities 
Intermediary or in blank.

          (c)  This Agreement is the valid and legally binding obligation of 
the Securities Intermediary.

          (d)  Other than this Agreement, (i) the Securities Intermediary has 
not entered into, and until the termination of this Agreement shall not enter 
into, any agreement with any other Person relating to the Securities Account 
and/or any financial assets credited thereto pursuant to which it has agreed 
to comply with Entitlement Orders of such Person; and (ii) the Securities 
Intermediary has not entered into any other agreement with the Parent or the 
Collateral Agent purporting to limit or condition the obligation of the 
Securities Intermediary to comply with Entitlement Orders as set forth in 
Section 4 and Section 5 hereof; provided that, the Collateral Agent 
acknowledges that the Security Account is managed on a discretionary basis by 
the Securities Intermediary on behalf of the Parent.

          10.  INDEMNITY.  The Parent hereby indemnifies and agrees to defend 
and hold harmless the Securities Intermediary, its officers, directors, 
employees, and agents against claims, liabilities, and expenses arising out 
of this Agreement (including attorneys' fees and disbursements), except to 
the extent that such claims, liabilities, or expenses are caused by or arise 
from the Securities Intermediary's gross negligence or willful misconduct.

          11.  GOVERNING LAW.  This Agreement and the Securities Account 
shall be governed by the laws of the State of New York. Regardless of any 
provisions in any other agreement, for purposes of the UCC, New York shall be 
deemed to be the jurisdiction of the Securities Intermediary with respect to 
the Securities Account and Entitlement Orders related thereto.

          12.  CONSENT TO JURISDICTION; WAIVER OF JURY TRIAL.

          (a)  THE PARENT IRREVOCABLY CONSENTS THAT ANY LEGAL ACTION OR 
PROCEEDING BY THE COLLATERAL AGENT AGAINST IT UNDER, 

                                       4


ARISING OUT OF OR IN ANY MANNER RELATING TO THIS AGREEMENT OR ANY TRANSACTION 
RELATED HERETO MAY BE BROUGHT IN ANY COURT OF THE STATE OF NEW YORK, COUNTY 
OF NEW YORK, OR IN THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT 
OF NEW YORK.  THE PARENT, BY THE EXECUTION AND DELIVERY OF THIS AGREEMENT, 
EXPRESSLY AND IRREVOCABLY ASSENTS AND SUBMITS TO THE PERSONAL JURISDICTION OF 
ANY OF SUCH COURTS IN ANY SUCH ACTION OR PROCEEDING.  AS AN ALTERNATIVE 
METHOD OF SERVICE, THE PARENT FURTHER IRREVOCABLY CONSENTS TO THE SERVICE OF 
ANY COMPLAINT, SUMMONS, NOTICE OR OTHER PROCESS RELATING TO ANY SUCH ACTION 
OR PROCEEDING BY DELIVERY THEREOF TO IT BY HAND OR BY MAIL IN THE MANNER 
PROVIDED FOR IN SECTION 17 HEREOF.  THE PARENT HEREBY EXPRESSLY AND 
IRREVOCABLY WAIVES ANY CLAIM OR DEFENSE IN ANY SUCH ACTION OR PROCEEDING 
BASED ON ANY ALLEGED LACK OF PERSONAL JURISDICTION, IMPROPER VENUE OR FORUM 
NON CONVENIENS OR ANY SIMILAR BASIS.  THE PARENT SHALL NOT BE ENTITLED IN ANY 
SUCH ACTION OR PROCEEDING TO ASSERT ANY DEFENSE GIVEN OR ALLOWED UNDER THE 
LAWS OF ANY STATE OTHER THAN THE STATE OF NEW YORK UNLESS SUCH DEFENSE IS 
ALSO GIVEN OR ALLOWED BY THE LAWS OF THE STATE OF NEW YORK.  NOTHING IN THIS 
SECTION 12 SHALL AFFECT OR IMPAIR IN ANY MANNER OR TO ANY EXTENT THE RIGHT OF 
THE COLLATERAL AGENT OR ANY OTHER SECURED PARTY TO COMMENCE LEGAL PROCEEDINGS 
OR OTHERWISE PROCEED AGAINST THE PARENT IN ANY JURISDICTION OR TO SERVE 
PROCESS IN ANY MANNER PERMITTED BY LAW.

          (b)  EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ALL RIGHT 
TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR 
RELATING TO THIS AGREEMENT OR ANY TRANSACTION RELATING HERETO.

          13.  ENTIRE AGREEMENT.  This Agreement is the entire agreement, and 
supersedes any prior agreements and contemporaneous oral agreements, of the 
parties concerning its subject matter.

          14.  AMENDMENTS.  No amendment or modification of this Agreement or 
waiver of any right hereunder shall be binding on any party hereto unless it 
is in writing and is signed by all of the parties hereto.

          15.  SEVERABILITY.  To the extent a provision of this Agreement is 
unenforceable, this Agreement shall be construed, to the maximum extent 
permitted by applicable law, as if the unenforceable provision were omitted.

          16.  SUCCESSORS.  The terms of this Agreement shall be binding 
upon, and shall inure to the benefit of, the parties hereto and their 
respective successors and assigns.

          17.  NOTICES.  All notices and other communications required or 
permitted to be given hereunder shall be in writing, shall be addressed as 
provided below and shall be considered as properly given (a) if delivered in 
person, (b) if mailed by first class United States mail, 

                                       5


postage prepaid, registered or certified with return receipt requested or (c) 
if sent by prepaid facsimile transmission confirmed by telephone.  Notice so 
given shall be effective upon receipt by the addressee, except that 
communication or notice so transmitted by facsimile transmission and 
confirmed by telephone shall be deemed to have been validly and effectively 
given on the day (if a Business Day and, if not, on the next following 
Business Day) on which it is transmitted by facsimile and confirmed by 
telephone before 4:00 p.m., recipient's time, and if transmitted by facsimile 
and confirmed by telephone after that time, on the next following Business 
Day; PROVIDED, HOWEVER, that if any notice is tendered to an addressee and 
the delivery thereof is refused by such addressee, such notice shall be 
effective upon such tender.  Any party shall have the right to change its 
address for notice hereunder to any other location within the continental 
United States by giving of thirty (30) days' notice to the other parties in 
the manner set forth hereinabove.  Any communications between the parties 
hereto or notices provided herein may be given to the following addresses:

          (1)  Collateral Agent:   State Street Bank and Trust Company
                                   2 Avenue de Lafayette
                                   Boston, MA 02111-174
                                   Attention:   Global Investor Services Group
                                                Corporate Trust
                                   Telecopy No.:  (617) 664-1465

               Copy to:            Lucent Technologies Inc.
                                   283 King George Road
                                   Warren, NJ  07059
                                   Attention:  Assistant Treasurer - Project
                                   Finance
                                   Telecopy No.:  (908) 559-1711

          (2)  Parent:             Jato Communications Corp.
                                   1099 18th Street
                                   Suite 800
                                   Denver, CO  80202
                                   Attention:  Vice President of Finance
                                   Telecopy No.:  (303) 226-8305

               Copy to:            Cooley Godward LLP
                                   2595 Canyon Boulevard
                                   Suite 250
                                   Boulder, CO  80302
                                   Attention:  Rex R. O'Neal, Esq.
                                   Telecopy No.:  (303) 546-4099


                                       6


          (3)  Securities
               Intermediary:       Lehman Brothers Inc.
                                   555 California Street
                                   30th Floor
                                   San Francisco, CA  94104
                                   Attention:  William E. Welsh III, Branch
                                   Manager
                                   Telecopy No.:  (415) 263-4400

          18.  TERMINATION.  The rights and powers granted herein to the 
Collateral Agent have been granted in order to perfect its security interests 
in the Securities Account for the benefit of the Secured Parties, are powers 
coupled with an interest and shall be affected neither by the bankruptcy of 
the Parent nor by the lapse of time.  The obligations of the Securities 
Intermediary hereunder shall continue in effect until the Partial Termination 
Date and the Collateral Agent has notified the Securities Intermediary of 
such event in writing.

          19.  COUNTERPARTS.  This Agreement may be executed in any number of 
counterparts and by the different parties hereto on separate counterparts, 
each of which, when so executed and delivered, shall be an original, but all 
such counterparts shall together constitute but one and the same instrument.

          20.  HEADINGS.  Section headings have been inserted in this 
Agreement as a matter of convenience for reference only, and it is agreed 
that such section headings are not a part of this Agreement and shall not be 
used in the interpretation of any provision of this Agreement.
                                          
                                          
                                          
                       (Signatures Follow on Next Page)
                                          
                                          



                                       7


          IN WITNESS WHEREOF, the parties have caused this Securities Account 
Control Agreement to be duly executed by their duly authorized 
representatives as of the day and year first above written.

                              JATO COMMUNICATIONS CORP.
                              
                              
                              By  
                                   --------------------------------
                                   Name:
                                   Title:
                              
                              
                              STATE STREET BANK AND TRUST COMPANY,
                               as Collateral Agent
                              
                              
                              By:  
                                   --------------------------------
                                   Name:
                                   Title:
                              
                              
                              
                              LEHMAN BROTHERS INC.,
                                as Securities Intermediary
                              
                              
                              By:  
                                   --------------------------------
                                   Name:
                                   Title:


                                       
                                   EXHIBIT A
                                       
                     [Letterhead of the Collateral Agent]
                                          
                                    [Date]
                                          

LEHMAN BROTHERS INC.
555 California Street
30th Floor
San Francisco, CA  94104
Attention:  William E. Welsh, Branch Manager


                          Notice of Exclusive Control

Ladies and Gentlemen:

     As referenced in the Securities Account Control Agreement (Parent), 
dated as of July 14, 1999, among Jato Communications Corp., Lehman Brothers 
Inc. and State Street Bank and Trust Company, as Collateral Agent (a copy of 
which is attached), we hereby give you notice of our exclusive control over 
securities account number 833-79146-11394 (the "SECURITIES ACCOUNT") and all 
financial assets, cash and instruments credited thereto.  You are hereby 
instructed not to accept any direction, instruction or entitlement order with 
respect to the Securities Account or the financial assets, cash and 
instruments credited thereto from any person other than the undersigned.

          You are instructed to deliver a copy of this notice by facsimile 
transmission to Jato Communications Corp.

                              Very truly yours,


                              STATE STREET BANK AND TRUST COMPANY, as Collateral
                              Agent

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