{"id":40975,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/credit-agreement-jato-communications-corp-lenders-state.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"credit-agreement-jato-communications-corp-lenders-state","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/finance\/credit-agreement-jato-communications-corp-lenders-state.html","title":{"rendered":"Credit Agreement &#8211; Jato Communications Corp., Lenders, State Street Bank and Trust Co. and Lucent Technologies Inc."},"content":{"rendered":"<pre>                                   \n                                CREDIT AGREEMENT\n                                          \n                                   DATED AS OF\n                                          \n                                  JULY 14, 1999\n                                          \n                                      AMONG\n                                          \n                              JATO OPERATING CORP.,\n                                          \n                           JATO COMMUNICATIONS CORP.,\n                                          \n                            THE LENDERS PARTY HERETO,\n                                          \n                              STATE STREET BANK AND\n                                 TRUST COMPANY,\n                              AS COLLATERAL AGENT,\n                                          \n                                       AND\n                                          \n                            LUCENT TECHNOLOGIES INC.,\n                             AS ADMINISTRATIVE AGENT\n\n\n-------------------------------------------------------------------------------\n\n\n\n\n                                TABLE OF CONTENTS\n\n\n<caption>\n\n\n                                                                                   PAGE\n                                                                                \nARTICLE I      Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . .1\n     Section 1.01.   Defined Terms . . . . . . . . . . . . . . . . . . . . . . . . .1\n     Section 1.02.   Classification of Loans and Borrowings. . . . . . . . . . . . 21\n     Section 1.03.   Terms Generally . . . . . . . . . . . . . . . . . . . . . . . 21\n     Section 1.04.   Accounting Terms; GAAP. . . . . . . . . . . . . . . . . . . . 22\nARTICLE II     The Loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22\n     Section 2.01.   Commitments . . . . . . . . . . . . . . . . . . . . . . . . . 22\n     Section 2.02.   Loans and Borrowings. . . . . . . . . . . . . . . . . . . . . 22\n     Section 2.03.   Requests for Borrowings . . . . . . . . . . . . . . . . . . . 23\n     Section 2.04.   Funding of Borrowings . . . . . . . . . . . . . . . . . . . . 24\n     Section 2.05.   Interest Elections. . . . . . . . . . . . . . . . . . . . . . 24\n     Section 2.06.   Termination and Reduction of Commitments. . . . . . . . . . . 26\n     Section 2.07.   Repayment of Loans; Evidence of Debt. . . . . . . . . . . . . 26\n     Section 2.08.   Amortization of Loans . . . . . . . . . . . . . . . . . . . . 27\n     Section 2.09.   Prepayment of Loans . . . . . . . . . . . . . . . . . . . . . 28\n     Section 2.10.   Fees. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29\n     Section 2.11.   Interest. . . . . . . . . . . . . . . . . . . . . . . . . . . 29\n     Section 2.12.   Alternate Rate of Interest. . . . . . . . . . . . . . . . . . 30\n     Section 2.13.   Increased Costs . . . . . . . . . . . . . . . . . . . . . . . 30\n     Section 2.14.   Break Funding Payments; Prepayment Fees . . . . . . . . . . . 31\n     Section 2.15.   Taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32\n     Section 2.16.   Payments Generally; Pro Rata Treatment; Sharing of\n                     Set-offs. . . . . . . . . . . . . . . . . . . . . . . . . . . 33\n     Section 2.17.   Mitigation Obligations; Replacement of Lenders. . . . . . . . 35\nARTICLE III    Representations and Warranties. . . . . . . . . . . . . . . . . . . 36\n     Section 3.01.   Organization; Powers. . . . . . . . . . . . . . . . . . . . . 36\n     Section 3.02.   Authorization; Enforceability . . . . . . . . . . . . . . . . 36\n     Section 3.03.   Governmental Approvals; No Conflicts. . . . . . . . . . . . . 36\n     Section 3.04.   Financial Condition; No Material Adverse Change . . . . . . . 36\n     Section 3.05.   Properties and Licenses . . . . . . . . . . . . . . . . . . . 37\n     Section 3.06.   Litigation and Environmental Matters. . . . . . . . . . . . . 37\n     Section 3.07.   Compliance with Laws and Agreements . . . . . . . . . . . . . 38\n     Section 3.08.   Investment and Holding Company Status . . . . . . . . . . . . 38\n\n\n                                      -i-\n\n<caption>\n\n                                                                                   PAGE\n                                                                                \n     Section 3.09.   Taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38\n     Section 3.10.   ERISA . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38\n     Section 3.11.   Disclosure. . . . . . . . . . . . . . . . . . . . . . . . . . 39\n     Section 3.12.   Subsidiaries. . . . . . . . . . . . . . . . . . . . . . . . . 39\n     Section 3.13.   Insurance . . . . . . . . . . . . . . . . . . . . . . . . . . 39\n     Section 3.14.   Labor Matters . . . . . . . . . . . . . . . . . . . . . . . . 39\n     Section 3.15.   Supply Agreement. . . . . . . . . . . . . . . . . . . . . . . 39\n     Section 3.16.   Security Documents. . . . . . . . . . . . . . . . . . . . . . 39\n     Section 3.17.   Year 2000 Readiness . . . . . . . . . . . . . . . . . . . . . 39\n     Section 3.18.   Capitalization. . . . . . . . . . . . . . . . . . . . . . . . 40\nARTICLE IV     Conditions. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40\n     Section 4.01.   Effective Date. . . . . . . . . . . . . . . . . . . . . . . . 40\n     Section 4.02.   Each Borrowing. . . . . . . . . . . . . . . . . . . . . . . . 43\nARTICLE V      Affirmative Covenants . . . . . . . . . . . . . . . . . . . . . . . 43\n     Section 5.01.   Financial Statements and Other Information. . . . . . . . . . 44\n     Section 5.02.   Notices of Material Events. . . . . . . . . . . . . . . . . . 45\n     Section 5.03.   Information Regarding Collateral. . . . . . . . . . . . . . . 46\n     Section 5.04.   Existence; Conduct of Business. . . . . . . . . . . . . . . . 47\n     Section 5.05.   Payment of Obligations. . . . . . . . . . . . . . . . . . . . 47\n     Section 5.06.   Maintenance of Properties . . . . . . . . . . . . . . . . . . 47\n     Section 5.07.   Insurance . . . . . . . . . . . . . . . . . . . . . . . . . . 47\n     Section 5.08.   Books and Records; Inspection Rights. . . . . . . . . . . . . 48\n     Section 5.09.   Compliance with Laws and Agreements . . . . . . . . . . . . . 48\n     Section 5.10.   Use of Proceeds . . . . . . . . . . . . . . . . . . . . . . . 49\n     Section 5.11.   Further Assurances. . . . . . . . . . . . . . . . . . . . . . 49\n     Section 5.12.   Casualty and Condemnation . . . . . . . . . . . . . . . . . . 49\n     Section 5.13.   Interest Rate Protection. . . . . . . . . . . . . . . . . . . 49\n     Section 5.14.   Execution of Pledge Agreement (Borrower); Subsidiary \n                     Guarantors; Additional Security Documents . . . . . . . . . . 50\nARTICLE VI     Negative Covenants. . . . . . . . . . . . . . . . . . . . . . . . . 50\n     Section 6.01.   Indebtedness. . . . . . . . . . . . . . . . . . . . . . . . . 51\n     Section 6.02.   Liens . . . . . . . . . . . . . . . . . . . . . . . . . . . . 52\n\n\n                                      -ii-\n\n\n\n<caption>\n\n                                                                                   PAGE\n                                                                                \n     Section 6.03.   Fundamental Changes . . . . . . . . . . . . . . . . . . . . . 53\n     Section 6.04.   Investments, Loans, Advances, Guarantees and \n                     Acquisitions; Asset Sales. . . . . . . . . . . . . . . . . . .53\n     Section 6.05.   Hedging Agreements. . . . . . . . . . . . . . . . . . . . . . 56\n     Section 6.06.   Restricted Payments . . . . . . . . . . . . . . . . . . . . . 56\n     Section 6.07.   Transactions with Affiliates. . . . . . . . . . . . . . . . . 57\n     Section 6.08.   Restrictive Agreements. . . . . . . . . . . . . . . . . . . . 57\n     Section 6.09.   Repayment of Indebtedness . . . . . . . . . . . . . . . . . . 57\n     Section 6.10.   Limitation on Sale-Leaseback Transactions . . . . . . . . . . 57\n     Section 6.11.   Senior Indebtedness to Total Capitalization . . . . . . . . . 57\n     Section 6.12.   Consolidated Indebtedness to Total Capitalization . . . . . . 58\n     Section 6.13.   Consolidated Indebtedness to Annualized EBITDA. . . . . . . . 58\n     Section 6.14.   Senior Indebtedness to Annualized EBITDA. . . . . . . . . . . 59\n     Section 6.15.   Annualized EBITDA to Consolidated Interest Expense. . . . . . 59\n     Section 6.16.   Annualized EBITDA to Consolidated Debt Service. . . . . . . . 60\n     Section 6.17.   Consolidated Gross Revenues . . . . . . . . . . . . . . . . . 60\n     Section 6.18.   Minimum Subscribers . . . . . . . . . . . . . . . . . . . . . 61\n     Section 6.19.   Consolidated Parent Indebtedness to Total Parent \n                     Capitalization. . . . . . . . . . . . . . . . . . . . . . . . 62\n     Section 6.20.   Consolidated Parent Indebtedness to Annualized Parent \n                     EBITDA. . . . . . . . . . . . . . . . . . . . . . . . . . . . 62\n     Section 6.21.   Use of Collateral . . . . . . . . . . . . . . . . . . . . . . 62\nARTICLE VII    Events of Default . . . . . . . . . . . . . . . . . . . . . . . . . 63\nARTICLE VIII   The Agents. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 66\nARTICLE IX     Miscellaneous . . . . . . . . . . . . . . . . . . . . . . . . . . . 67\n     Section 9.01.   Notices . . . . . . . . . . . . . . . . . . . . . . . . . . . 67\n     Section 9.02.   Waivers; Amendments . . . . . . . . . . . . . . . . . . . . . 68\n     Section 9.03.   Expenses; Indemnity; Damage Waiver. . . . . . . . . . . . . . 69\n     Section 9.04.   Successors and Assigns. . . . . . . . . . . . . . . . . . . . 70\n     Section 9.05.   Survival. . . . . . . . . . . . . . . . . . . . . . . . . . . 72\n     Section 9.06.   Counterparts; Integration; Effectiveness. . . . . . . . . . . 73\n     Section 9.07.   Severability. . . . . . . . . . . . . . . . . . . . . . . . . 73\n     Section 9.08.   Right of Setoff . . . . . . . . . . . . . . . . . . . . . . . 73\n     Section 9.09.   Governing Law; Jurisdiction; Consent to Service of\n                     Process . . . . . . . . . . . . . . . . . . . . . . . . . . . 73\n\n\n                                     -iii-\n\n\n\n<caption>\n\n                                                                                  PAGE\n                                                                               \n     Section 9.10.   WAIVER OF JURY TRIAL. . . . . . . . . . . . . . . . . . . . . 74\n     Section 9.11.   Headings. . . . . . . . . . . . . . . . . . . . . . . . . . . 75\n     Section 9.12.   Confidentiality . . . . . . . . . . . . . . . . . . . . . . . 75\n     Section 9.13.   Interest Rate Limitation. . . . . . . . . . . . . . . . . . . 75\n\n\n\nEXHIBITS:\n\nExhibit A      Form of Assignment and Acceptance\nExhibit B      Form of Guarantee Agreement\nExhibit C      Form of Indemnity and Contribution Agreement\nExhibit D      Form of Security Agreement (Borrower)\nExhibit E      Form of Pledge Agreement (Borrower)\nExhibit F      Form of Pledge Agreement (Parent)\nExhibit G      Form of Landlord Letter\nExhibit H      Form of Security Agreement (Parent)\n\n\n\n                                      -iv-\n\n\n\n       CREDIT AGREEMENT, dated as of July 14, 1999, among JATO OPERATING CORP.,\na Delaware corporation, JATO COMMUNICATIONS CORP., a Delaware corporation, the\nLENDERS party hereto, STATE STREET BANK AND TRUST COMPANY, as Collateral Agent,\nand LUCENT TECHNOLOGIES INC., as Administrative Agent.\n\n              The parties hereto agree as follows:\n\n                                    ARTICLE I\n\n                                   DEFINITIONS\n\n              Section 1.01. DEFINED TERMS.  As used in this Agreement, the\nfollowing terms have the meanings specified below:\n\n              \"ABR\", when used in reference to any Loan or Borrowing, refers to\nwhether such Loan, or the Loans comprising such Borrowing, are bearing interest\nat a rate determined by reference to the Alternate Base Rate.\n\n              \"ADDITIONAL ASSETS\" means any capital assets used or useful in the\nbusiness of the Borrower and the Subsidiaries.\n\n              \"ADJUSTED LIBO RATE\" means, with respect to any LIBOR Borrowing\nfor any Interest Period, an interest rate per annum (rounded upwards, if\nnecessary, to the next 1\/16 of 1%) equal to (a) the LIBO Rate for such Interest\nPeriod multiplied by (b) the Statutory Reserve Rate. \n\n              \"ADMINISTRATIVE AGREEMENT\" means the Financing and Management\nServices Agreement, dated as of July 14, 1999, by and between the Parent and the\nBorrower, as in effect on the date hereof.\n\n              \"ADMINISTRATIVE AGENT\" means Lucent, in its capacity as\nadministrative agent for the Lenders hereunder.\n\n              \"ADMINISTRATIVE QUESTIONNAIRE\" means an Administrative\nQuestionnaire in a form supplied by the Administrative Agent.\n\n              \"AFFILIATE\" means, with respect to a specified Person, another\nPerson that directly, or indirectly through one or more intermediaries, Controls\nor is Controlled by or is under common Control with the Person specified.\n\n              \"AGENTS\" means the Administrative Agent and the Collateral Agent.\n\n              \"ALTERNATE BASE RATE\" means, for any day, a rate per annum equal\nto the greater of (a) the Prime Rate in effect on such day and (b) the Federal\nFunds Effective Rate in effect on such day [  *  ].  Any change in the\nAlternate Base Rate due to a change in the Prime Rate or the Federal Funds\nEffective Rate shall be effective from and including the effective date of such\nchange in the Prime Rate or the Federal Funds Effective Rate, respectively.\n\n\n                                    * INDICATES CONFIDENTIAL TREATMENT REQUESTED\n\n\n\n              \"ANNUALIZED EBITDA\" means, as of any date of determination,\nConsolidated EBITDA for the period of two fiscal quarters then most recently\nended times two.\n\n              \"ANNUALIZED PARENT EBITDA\" means, as of any date of determination,\nConsolidated Parent EBITDA for the period of two fiscal quarters then most\nrecently ended times two.\n\n              \"APPLICABLE RATE\" means, for any day, with respect to any Loan,\nthe applicable rate per annum set forth below under the caption \"ABR Spread\" or\n\"Eurodollar Spread\", as the case may be:\n\n\n<caption>\n\n                                     ABR Spread     Eurodollar Spread\n               ---------------   ---------------- ---------------------\n                                              \n               Tranche 1 Loans        3.5%               4.5%\n               Tranche 2 Loans        3.5%               4.5%\n\n\n\n              \"ASSIGNMENT AND ACCEPTANCE\" means an assignment and acceptance\nentered into by a Lender and an assignee (with the consent of the Borrower and\nAdministrative Agent if required by Section 9.04), and accepted by the\nAdministrative Agent, in the form of Exhibit A or any other form approved by the\nAdministrative Agent.\n\n              \"AVAILABILITY PERIOD\" means, in respect of the Tranche 1 Loans,\nthe Tranche 1 Availability Period and, in respect of the Tranche 2 Loans,\nTranche 2 Availability Period.\n\n              \"BOARD\" means the Board of Governors of the Federal Reserve System\nof the United States of America.\n\n              \"BORROWER\" means Jato Operating Corp., a Delaware corporation.\n\n              \"BORROWER-RELATED COLLATERAL\" has the meaning set forth in the\nSecurity Agreement (Parent). \n\n              \"BORROWING\" means a Loan or group of Loans of the same Class and\nType, made, converted or continued on the same date and, in the case of LIBOR\nLoans, as to which a single Interest Period is in effect.\n\n              \"BORROWING REQUEST\" means a request by the Borrower for a\nBorrowing in accordance with Section 2.03.\n\n              \"BUSINESS DAY\" means any day that is not a Saturday, Sunday or\nother day on which commercial banks in New York City are authorized or required\nby law to remain closed; PROVIDED that, when used in connection with a LIBOR\nLoan, the term \"BUSINESS DAY\" shall also exclude any day on which banks are not\nopen for dealings in dollar deposits in the London interbank market.\n\n              \"BUSINESS PLAN\" means, for any fiscal year, the business plan of\nthe Borrower and the Subsidiaries for such fiscal year.\n\n\n\n                                       2\n\n\n\n              \"CAPITAL EXPENDITURES\" means, for any period, the additions to\nproperty, plant and equipment and other capital expenditures of the Borrower and\nthe Subsidiaries that are (or would be) set forth in a consolidated statement of\ncash flows of the Borrower for such period prepared in accordance with GAAP.\n\n              \"CAPITAL LEASE OBLIGATIONS\" of any Person means the obligations of\nsuch Person to pay rent or other amounts under any lease of (or other\narrangement conveying the right to use) real or personal property, or a\ncombination thereof, which obligations are required to be classified and\naccounted for as capital leases on a balance sheet of such Person under GAAP,\nand the amount of such obligations shall be the capitalized amount thereof\ndetermined in accordance with GAAP.\n\n              \"CHANGE IN CONTROL\" means (a) prior to the issuance and sale of \ncapital stock of the Parent pursuant to an initial public offering registered \nunder the Securities Act (i) the acquisition of beneficial ownership, \ndirectly or indirectly, by any Person or group (within the meaning of the \nSecurities Exchange Act), other than the Founders or the Series B Investors, \nof shares representing more than [  *  ] of the aggregate ordinary voting \npower represented by the issued and outstanding capital stock of the Parent; \n(ii) occupation of a majority of the seats (other than vacant seats) on the \nBoard of Directors of the Parent by persons other than one person designated \nby CEA Capital Partners USA, L.P., one person designated by Crest \nCommunications Partners, L.P., the chief executive officer of the Parent, one \nperson designated by the chief executive officer of the Parent and one person \ndesignated by such other four persons; (iii) a majority of the persons \nappointed by the Board of Directors of the Parent as Senior Officers as of \nthe date hereof shall cease to be Senior Officers; (iv) beneficial ownership, \ndirectly or indirectly, by the Founders of less than [  *  ] of the aggregate \nordinary voting power represented by the issued and outstanding capital stock \nof the Parent; and (v) the failure of Brian Gast to be a member of the Board \nof Directors of the Parent other than by reason of death or permanent \ndisability or removal for \"cause,\" which shall include without limitation (A) \ngross negligence or willful misconduct, (B) failure to perform diligently and \ncompetently his duties as a director and as chief executive officer, or (C) \nconviction of a felony; (b) following the issuance and sale of capital stock \nof the Parent pursuant to an initial public offering registered under the \nSecurities Act, (i) the acquisition of beneficial ownership, directly or \nindirectly, by any Person or group (within the meaning of Securities Exchange \nAct) other than the Founders, of shares representing more than 50% of the \naggregate ordinary voting power represented by the issued and outstanding \ncapital stock of the Parent; or (ii) occupation of a majority of the seats \n(other than vacant seats) on the Board of Directors of the Parent by Persons \nwho were neither (A) recommended by the Board of Directors of the Parent to \nbe elected by the stockholders of the Parent nor (B) appointed by directors \nso nominated; or (c) the acquisition of ownership, directly or indirectly, \nbeneficially or of record, by any Person other than the Parent or a wholly \nowned Subsidiary of any ownership or equity interest in the Borrower. \n\n              \"CHANGE IN LAW\" means (a) the adoption of any law, rule or\nregulation after the date of this Agreement, (b) any change in any law, rule or\nregulation or in the interpretation or application thereof by any Governmental\nAuthority after the date of this Agreement or (c) compliance by any Lender (or,\nfor purposes of Section 2.13(b), by any lending office of such Lender or by such\nLender's holding company, if any) with any request, guideline or directive\n\n\n                                    * INDICATES CONFIDENTIAL TREATMENT REQUESTED\n\n                                       3\n\n\n\n(whether or not having the force of law) of any Governmental Authority made or\nissued after the date of this Agreement.\n\n              \"CLASS\", when used in reference to any Loan or Borrowing, refers\nto whether such Loan, or the Loans comprising such Borrowing, are Tranche 1\nLoans or Tranche 2 Loans.\n\n              \"CODE\" means the Internal Revenue Code of 1986, as amended from\ntime to time.\n\n              \"COLLATERAL\" means any and all \"Collateral\" as defined in the\nSecurity Agreements.\n\n              \"COLLATERAL AGENT\" means State Street Bank and Trust Company, in\nits capacity as collateral agent for the Secured Parties.\n\n              \"COMMITMENT\" means, with respect to each Lender, the commitment,\nif any, of such Lender to make Loans hereunder during any Availability Period,\nexpressed as an amount representing the maximum principal amount of the Loans to\nbe made by such Lender hereunder, as such commitment may be (a) reduced from\ntime to time pursuant to Section 2.06 and (b) reduced or increased from time to\ntime pursuant to assignments by or to such Lender pursuant to Section 9.04.  The\ninitial amount of each Lender's Commitment is set forth on Schedule 2.01, or in\nthe Assignment and Acceptance pursuant to which such Lender shall have assumed\nits Commitment, as applicable.  The initial aggregate amount of the Lenders'\nCommitments is $50,000,000.\n\n              \"CONSOLIDATED DEBT SERVICE\" means, for any period, Consolidated\nInterest Expense for such period plus any scheduled payments of principal of\nIndebtedness of the Borrower and the Subsidiaries during such period.\n\n              \"CONSOLIDATED EBITDA\" means, for any period, Consolidated Net\nIncome for such period (adjusted to exclude all extraordinary items and\nNon-Recurring Items), plus, without duplication and to the extent deducted from\nrevenues in determining Consolidated Net Income, the sum of (a) the aggregate\namount of Consolidated Interest Expense for such period, (b) the aggregate\namount of income tax expense for such period, and (c) all amounts attributable\nto depreciation and amortization for such period plus, without duplication,\npreferred stock dividends payable in cash in respect of any Disqualified Stock\nof the Borrower or any Subsidiary for such period, all as determined on a\nconsolidated basis with respect to the Borrower and the Subsidiaries in\naccordance with GAAP.\n\n              \"CONSOLIDATED GROSS REVENUES\" means, for any period, consolidated\ngross revenues of the Borrower and the Subsidiaries attributable to sales of its\nservices to Subscribers (and in any event excluding all revenues arising from\nthe sales of equipment).\n\n              \"CONSOLIDATED INDEBTEDNESS\" means, as of any date of\ndetermination, the aggregate principal amount of Indebtedness (including\nDisqualified Stock) of the Borrower and the Subsidiaries outstanding as of such\ndate determined on a consolidated basis in accordance with GAAP.\n\n\n                                       4\n\n\n\n              \"CONSOLIDATED INTEREST EXPENSE\" means, for any period, the sum of\n(a) the interest expense, both expensed and capitalized (including the interest\ncomponent in respect of Capital Lease Obligations, but excluding any such\ninterest expense of any Person for any period that the income (or loss) of such\nPerson is excluded from the calculation of Consolidated Net Income by reason of\nclause (b) of the definition of \"Consolidated Net Income\"), accrued by the\nBorrower and the Subsidiaries during such period plus (b) preferred stock\ndividends in respect of Disqualified Stock of the Borrower and the Subsidiaries\nfor such period, in each case determined on a consolidated basis in accordance\nwith GAAP.\n\n              \"CONSOLIDATED NET INCOME\" means, for any period, net income or\nloss of the Borrower and the Subsidiaries for such period determined on a\nconsolidated basis in accordance with GAAP; PROVIDED that there shall be\nexcluded (a) the income of any Person in which any other Person (other than the\nBorrower or any Subsidiary or any director holding qualifying shares in\ncompliance with applicable law) has a joint interest, except to the extent of\nthe amount of dividends or other distributions (including distributions made as\na return of capital or repayment of principal of advances) actually paid to the\nBorrower or any Subsidiary by such Person, and (b) the income (or loss) of any\nPerson accrued prior to the date it becomes a Subsidiary or is merged into or\nconsolidated with the Borrower or any Subsidiary or the date such Person's\nassets are acquired by the Borrower or any Subsidiary.\n\n              \"CONSOLIDATED PARENT EBITDA\" means, for any period, Consolidated\nParent Net Income for such period (adjusted to exclude all extraordinary items\nand Non-Recurring Parent Items), plus, without duplication and to the extent\ndeducted from revenues in determining Consolidated Parent Net Income, the sum of\n(a) the aggregate amount of Consolidated Parent Interest Expense for such\nperiod, (b) the aggregate amount of income tax expense for such period, and (c)\nall amounts attributable to depreciation and amortization for such period plus,\nwithout duplication, preferred stock dividends payable in cash in respect of any\nDisqualified Stock of the Parent, the Borrower or any Subsidiary for such\nperiod, all as determined on a consolidated basis with respect to the Parent,\nthe Borrower and the Subsidiaries in accordance with GAAP.\n\n              \"CONSOLIDATED PARENT INDEBTEDNESS\" means, as of any date of\ndetermination, the aggregate principal amount of Indebtedness (including\nDisqualified Stock) of the Parent, the Borrower and the Subsidiaries outstanding\nas of such date determined on a consolidated basis in accordance with GAAP.\n\n              \"CONSOLIDATED PARENT INTEREST EXPENSE\" means, for any period, the\nsum of (a) the interest expense, both expensed and capitalized (including the\ninterest component in respect of Capital Lease Obligations, but excluding any\nsuch interest expense of any Person for any period that the income (or loss) of\nsuch Person is excluded from the calculation of Consolidated Parent Net Income\nby reason of clause (b) of the definition of \"Consolidated Parent Net Income\"),\naccrued by the Parent, the Borrower and the Subsidiaries during such period plus\n(b) preferred stock dividends in respect of Disqualified Stock of the Parent,\nthe Borrower and the Subsidiaries for such period, in each case determined on a\nconsolidated basis in accordance with GAAP.\n\n              \"CONSOLIDATED PARENT NET INCOME\" means, for any period, net income\nor loss of the Parent, the Borrower and the Subsidiaries for such period\ndetermined on a consolidated basis\n\n\n                                       5\n\n\n\nin accordance with GAAP; PROVIDED that there shall be excluded (a) the income of\nany Person in which any other Person (other than the Parent, the Borrower or any\nSubsidiary or any director holding qualifying shares in compliance with\napplicable law) has a joint interest, except to the extent of the amount of\ndividends or other distributions (including distributions made as a return of\ncapital or repayment of principal of advances) actually paid to the Parent, the\nBorrower or any Subsidiary by such Person, and (b) the income (or loss) of any\nPerson accrued prior to the date it becomes a Subsidiary or is merged into or\nconsolidated with the Parent, the Borrower or any Subsidiary or the date such\nPerson's assets are acquired by the Parent, the Borrower or any Subsidiary.\n\n              \"CONTROL\" means the possession, directly or indirectly, of the\npower to direct or cause the direction of the management or policies of a\nPerson, whether through the ability to exercise voting power, by contract or\notherwise.  \"CONTROLLING\" and \"CONTROLLED\" have meanings correlative thereto.\n\n              \"DEFAULT\" means any event or condition which constitutes an Event\nof Default or which upon notice, lapse of time or both would, unless cured or\nwaived, become an Event of Default.\n\n              \"DISCLOSED MATTERS\" means the actions, suits and proceedings and\nthe environmental matters disclosed in Schedule 3.06.\n\n              \"DISQUALIFIED STOCK\" means any capital stock of any Person which\nby its terms (or by the terms of any security into which it is convertible or\nfor which it is exchangeable or exercisable) or upon the happening of any event\n(i) matures or is mandatorily redeemable pursuant to a sinking fund obligation\nor otherwise, (ii) is convertible or exchangeable for Indebtedness or\nDisqualified Stock, (iii) requires the payment of dividends other than dividends\npayable solely in additional shares of capital stock of such Person (other than\nDisqualified Stock) or (iv) is redeemable or subject to required repurchase at\nthe option of the holder thereof, in whole or in part.\n\n              \"DOLLARS\" or \"$\" refers to lawful money of the United States of\nAmerica.\n\n              \"EFFECTIVE DATE\" means the date on which the conditions specified\nin Section 4.01 are satisfied (or waived in accordance with Section 9.02).\n\n              \"ELIGIBLE INSTITUTION\" means a commercial banking institution that\nhas a combined capital and surplus of not less than $500 million (or its\nequivalent in foreign currency) whose debt is rated \"A\" or better by S&amp;P or \"A2\"\nor better by Moody's at the time as of which any investment or rollover therein\nis made.\n\n              \"ELIGIBLE PERSON\" means (a) a commercial bank, an insurance\ncompany or other similar financial institution or (b) any other entity which is\n(or which is managed by a manager which manages funds which are) primarily\nengaged in making, purchasing or otherwise investing in commercial loans or\nextending, or investing in extensions of, credit for its own account in the\nordinary course of business; PROVIDED, HOWEVER, that in no event may any Person\nbe an Eligible Person if it is engaged in a Qualifying Business or if it is\nControlled by a Person that is engaged in a Qualifying Business.\n\n\n                                       6\n\n\n\n              \"ENVIRONMENTAL LAWS\" means all laws, rules, regulations, codes,\nordinances, orders, decrees, judgments, injunctions, notices or binding\nagreements issued, promulgated or entered into by any Governmental Authority,\nrelating in any way to the environment, preservation or reclamation of natural\nresources, the management, release or threatened release of any Hazardous\nMaterial or to health and safety matters.\n\n              \"ENVIRONMENTAL LIABILITY\" means any liability, contingent or\notherwise (including any liability for damages, costs of environmental\nremediation, fines, penalties or indemnities), of the Parent or any Subsidiary\ndirectly or indirectly resulting from or based upon (a) violation of any\nEnvironmental Law, (b) the generation, use, handling, transportation, storage,\ntreatment or disposal of any Hazardous Materials, (c) exposure to any Hazardous\nMaterials, (d) the release or threatened release of any Hazardous Materials into\nthe environment or (e) any contract, agreement or other consensual arrangement\npursuant to which liability is assumed or imposed with respect to any of the\nforegoing.\n\n              \"ERISA\" means the Employee Retirement Income Security Act of 1974,\nas amended from time to time.\n\n              \"ERISA AFFILIATE\" means any trade or business (whether or not\nincorporated) that, together with the Borrower, is treated as a single employer\nunder Section 414(b) or (c) of the Code or, solely for purposes of Section 302\nof ERISA and Section 412 of the Code, is treated as a single employer under\nSection 414 of the Code.\n\n              \"ERISA EVENT\" means (a) any \"reportable event\", as defined in\nSection 4043 of ERISA or the regulations issued thereunder with respect to a\nPlan (other than an event for which the 30-day notice period is waived); (b) the\nexistence with respect to any Plan of an \"accumulated funding deficiency\" (as\ndefined in Section 412 of the Code or Section 302 of ERISA), whether or not\nwaived; (c) the filing pursuant to Section 412(d) of the Code or Section 303(d)\nof ERISA of an application for a waiver of the minimum funding standard with\nrespect to any Plan; (d) the incurrence by the Borrower or any of its ERISA\nAffiliates of any liability under Title IV of ERISA with respect to the\ntermination of any Plan; (e) the receipt by the Borrower or any ERISA Affiliate\nfrom the PBGC or a plan administrator of any notice relating to an intention to\nterminate any Plan or Plans or to appoint a trustee to administer any Plan; (f)\nthe incurrence by the Borrower or any of its ERISA Affiliates of any liability\nwith respect to the withdrawal or partial withdrawal from any Plan or\nMultiemployer Plan; or (g) the receipt by the Borrower or any ERISA Affiliate of\nany notice, or the receipt by any Multiemployer Plan from the Borrower or any\nERISA Affiliate of any notice, concerning the imposition of Withdrawal Liability\nor a determination that a Multiemployer Plan is, or is expected to be, insolvent\nor in reorganization, within the meaning of Title IV of ERISA.\n\n              \"EVENT OF DEFAULT\" has the meaning assigned to such term in\nArticle VII.\n\n              \"EXCESS CASH FLOW\" means, for any fiscal year of the Borrower, the\nsum (without duplication) of the following (provided that Excess Cash Flow shall\nbe zero for any fiscal year that the sum of the following would otherwise be\nless than zero):\n\n\n                                       7\n\n\n\n              (a)    Consolidated Net Income for such fiscal year, adjusted to\nexclude any gains or losses attributable to Prepayment Events; PLUS\n\n              (b)    depreciation, amortization and other non-cash charges or\nlosses deducted in determining such Consolidated Net Income for such fiscal year\n(including any interest expense accrued for such fiscal year that is not payable\ncurrently in cash to the extent deducted in determining Consolidated Net\nIncome); PLUS\n\n              (c)    the sum of (i) the amount, if any, by which Net Working\nCapital decreased during such fiscal year plus (ii) the amount, if any, by which\nthe consolidated deferred revenues of the Borrower and the Subsidiaries\nincreased during such fiscal year plus (iii) the aggregate principal amount of\nCapital Lease Obligations and other Indebtedness incurred by the Borrower or any\nof the Subsidiaries during such fiscal year to finance Capital Expenditures, to\nthe extent that principal payments in respect of such Indebtedness would not be\nexcluded from clause (f) below when made; MINUS\n\n              (d)    the sum of (i) any non-cash gains included in determining\nsuch Consolidated Net Income for such fiscal year plus (ii) the amount, if any,\nby which Net Working Capital increased during such fiscal year plus (iii) the\namount, if any, by which the consolidated deferred revenues of the Borrower and\nthe Subsidiaries decreased during such fiscal year; minus\n\n              (e)    Capital Expenditures for such fiscal year;  minus\n\n              (f)    the aggregate principal amount of Indebtedness, repaid or\nprepaid by the Borrower and the Subsidiaries during such fiscal year, excluding\n(i) Loans prepaid pursuant to Section 2.09(b) or (c), (ii) repayments or\nprepayments of Indebtedness financed by incurring other Indebtedness, to the\nextent that mandatory principal payments in respect of such other Indebtedness\nwould not be excluded from this clause (f) when made and (iii) Indebtedness\nreferred to in clause (ii) of Section 6.01.\n\n              \"EXCLUDED TAXES\" means, with respect to either Agent, any Lender\nor any other recipient of any payment to be made by or on account of any\nobligation of the Borrower hereunder, (a) income or franchise taxes imposed on\n(or measured by) its net income by the United States of America, or by the\njurisdiction under the laws of which such recipient is organized or in which its\nprincipal office is located or, in the case of any Lender, in which its\napplicable lending office is located, (b) any branch profits taxes imposed by\nthe United States of America or any similar tax imposed by any other\njurisdiction in which the Borrower is located and (c) in the case of a Foreign\nLender (other than an assignee pursuant to a request by the Borrower under\nSection 2.17(b)), any withholding tax that is imposed on amounts payable to such\nForeign Lender at the time such Foreign Lender becomes a party to this Agreement\n(or designates a new lending office) or is attributable to such Foreign Lender's\nfailure to comply with Section 2.15(e), except to the extent that such Foreign\nLender (or its assignor, if any) was entitled, at the time of designation of a\nnew lending office (or assignment), to receive additional amounts from the\nBorrower with respect to such withholding tax pursuant to Section 2.15(a).\n\n              \"FEDERAL FUNDS EFFECTIVE RATE\" means, for any day, the weighted\naverage (rounded upwards, if necessary, to the next 1\/100 of 1%) of the rates on\novernight Federal funds\n\n\n                                       8\n\n\n\ntransactions with members of the Federal Reserve System arranged by Federal\nfunds brokers, as published on the next succeeding Business Day by the Federal\nReserve Bank of New York, or, if such rate is not so published for any day that\nis a Business Day, the average (rounded upwards, if necessary, to the next 1\/100\nof 1%) of the quotations for such day for such transactions received by the\nAdministrative Agent from three Federal funds brokers of recognized standing\nselected by it.\n\n              \"FINANCIAL OFFICER\" means, with respect to any Person, the chief\nexecutive officer, the chief financial officer, principal accounting officer,\ntreasurer or controller of such Person.\n\n              \"FOREIGN LENDER\" means any Lender that is organized under the laws\nof a jurisdiction other than the United States of America, any State thereof or\nthe District of Columbia.\n\n              \"FOUNDERS\" means Brian Gast, Leonard Allsup, Bruce E. Dines, Rex\nH. Humston and Patrick M. Green.\n\n              \"GAAP\" means, subject to Section 1.04, generally accepted\naccounting principles in the United States of America.\n\n              \"GOVERNMENTAL AUTHORITY\" means the government of the United States\nof America, any other nation or any political subdivision thereof, whether state\nor local, and any agency, authority, instrumentality, regulatory body, court,\ncentral bank or other entity exercising executive, legislative, judicial,\ntaxing, regulatory or administrative powers or functions of or pertaining to\ngovernment.\n\n              \"GUARANTEE\" of or by any Person (the \"GUARANTOR\") means any\nobligation, contingent or otherwise, of the guarantor guaranteeing or having the\neconomic effect of guaranteeing any Indebtedness or other obligation of any\nother Person (the \"PRIMARY OBLIGOR\") in any manner, whether directly or\nindirectly, and including any obligation of the guarantor, direct or indirect,\n(a) to purchase or pay (or advance or supply funds for the purchase or payment\nof) such Indebtedness or other obligation or to purchase (or to advance or\nsupply funds for the purchase of) any security for the payment thereof, (b) to\npurchase or lease property, securities or services for the purpose of assuring\nthe owner of such Indebtedness or other obligation of the payment thereof, (c)\nto maintain working capital, equity capital or any other financial statement\ncondition or liquidity of the primary obligor so as to enable the primary\nobligor to pay such Indebtedness or other obligation or (d) as an account party\nin respect of any letter of credit or letter of guaranty issued to support such\nIndebtedness or obligation; PROVIDED, that the term Guarantee shall not include\nendorsements for collection or deposit in the ordinary course of business.\n\n              \"GUARANTEE AGREEMENT\" means the Guarantee and Subordination\nAgreement among the Parent, the Subsidiaries and the Administrative Agent,\nsubstantially in the form of Exhibit B.\n\n              \"HAZARDOUS MATERIALS\" means all explosive or radioactive\nsubstances or wastes and all hazardous or toxic substances, wastes or other\npollutants, including petroleum or petroleum distillates, asbestos or asbestos\ncontaining materials, polychlorinated biphenyls, radon\n\n\n                                       9\n\n\n\ngas, infectious or medical wastes and all other substances or wastes of any\nnature regulated pursuant to any Environmental Law.\n\n              \"HEDGING AGREEMENT\" means any interest rate protection agreement,\nforeign currency exchange agreement, commodity price protection agreement or\nother interest or currency exchange rate or commodity price hedging arrangement.\n\n              \"INDEBTEDNESS\" of any Person means, without duplication, (a) all\nobligations of such Person for borrowed money, (b) all obligations of such\nPerson evidenced by bonds, debentures, notes or similar instruments, (c) all\nobligations of such Person upon which interest charges are customarily paid, (d)\nall obligations of such Person under conditional sale or other title retention\nagreements relating to property acquired by such Person, (e) all obligations of\nsuch Person in respect of the deferred purchase price of property or services\n(excluding accounts payable incurred in the ordinary course of business that are\nnot overdue by more than 60 days), (f) all Indebtedness of others secured by (or\nfor which the holder of such Indebtedness has an existing right, contingent or\notherwise, to be secured by) any Lien on property owned or acquired by such\nPerson, whether or not the Indebtedness secured thereby has been assumed, (g)\nall Guarantees by such Person of Indebtedness of others, (h) all Capital Lease\nObligations of such Person, (i) all obligations, contingent or otherwise, of\nsuch Person as an account party in respect of letters of credit and letters of\nguaranty, (j) all obligations, contingent or otherwise, of such Person in\nrespect of bankers' acceptances and (k) all Disqualified Stock of such Person. \nThe Indebtedness of any Person shall include the Indebtedness of any other\nentity (including any partnership in which such Person is a general partner) to\nthe extent such Person is liable therefor as a result of such Person's ownership\ninterest in or other relationship with such entity, except to the extent the\nterms of such Indebtedness provide that such Person is not liable therefor.  The\namount outstanding at any time of any Indebtedness issued with original issue\ndiscount is the face amount of such Indebtedness less the remaining unamortized\nportion of the original issue discount of such Indebtedness at such time as\ndetermined in conformity with GAAP.\n\n              \"INDEMNIFIED TAXES\" means Taxes other than Excluded Taxes.\n\n              \"INDEMNITY AND CONTRIBUTION AGREEMENT\" means the Indemnity,\nSubrogation and Contribution Agreement among the Loan Parties and the\nAdministrative Agent, substantially in the form of Exhibit C.\n\n              \"INTEREST ELECTION REQUEST\" means a request by the Borrower to\nconvert or continue a Borrowing in accordance with Section 2.05.\n\n              \"INTEREST PAYMENT DATE\" means (a) with respect to any ABR Loan,\nthe last day of each March, June, September and December and (b) with respect to\nany LIBOR Loan, the last day of the Interest Period applicable to the Borrowing\nof which such Loan is a part and, in the case of a LIBOR Borrowing with an\nInterest Period of more than three months' duration, each day prior to the last\nday of such Interest Period that occurs at intervals of three months' duration\nafter the first day of such Interest Period.\n\n              \"INTEREST PERIOD\" means, with respect to any LIBOR Borrowing, the\nperiod commencing on the date of such Borrowing and ending on the numerically\ncorresponding day in\n\n\n                                       10\n\n\n\nthe calendar month that is one, two, three or six months thereafter, as the\nBorrower may elect; PROVIDED, that (a) if any Interest Period would end on a day\nother than a Business Day, such Interest Period shall be extended to the next\nsucceeding Business Day unless such next succeeding Business Day would fall in\nthe next calendar month, in which case such Interest Period shall end on the\nnext preceding Business Day and (b) any Interest Period that commences on the\nlast Business Day of a calendar month (or on a day for which there is no\nnumerically corresponding day in the last calendar month of such Interest\nPeriod) shall end on the last Business Day of the last calendar month of such\nInterest Period. For purposes hereof, the date of a Borrowing initially shall be\nthe date on which such Borrowing is made and thereafter shall be the effective\ndate of the most recent conversion or continuation of such Borrowing.\n\n              \"LANDLORD LETTER\" means a letter in the form of Exhibit G or any\nother letter approved by the Administrative Agent.\n\n              \"LENDERS\" means the Persons listed on Schedule 2.01 and any other\nPerson that shall have become a party hereto pursuant to an Assignment and\nAcceptance, other than any such Person that ceases to be a party hereto pursuant\nto an Assignment and Acceptance.\n\n              \"LIBOR\", when used in reference to any Loan or Borrowing, refers\nto whether such Loan, or the Loans comprising such Borrowing, are bearing\ninterest at a rate determined by reference to the Adjusted LIBO Rate.\n\n              \"LIBO RATE\" means, with respect to any LIBOR Borrowing for any\nInterest Period, the rate appearing on Page 3750 of the Dow Jones Markets\nService (or on any successor or substitute page of such service, or any\nsuccessor to or substitute for such Service, providing rate quotations\ncomparable to those currently provided on such page of such Service, as\ndetermined by the Administrative Agent from time to time for purposes of\nproviding quotations of interest rates applicable to dollar deposits in the\nLondon interbank market) at approximately 11:00 a.m., London time, two Business\nDays prior to the commencement of such Interest Period, as the rate for dollar\ndeposits with a maturity comparable to such Interest Period.  In the event that\nsuch rate is not available at such time for any reason, then the \"LIBO RATE\"\nwith respect to such LIBOR Borrowing for such Interest Period shall be the rate\nat which dollar deposits of $5,000,000 and for a maturity comparable to such\nInterest Period are offered by the principal London office of the Administrative\nAgent (or, if the Administrative Agent at the time is not a commercial bank, any\ncommercial bank based in New York City selected by the Administrative Agent for\nthe purpose of quoting such rate, provided that such commercial bank has a\ncombined capital and surplus and undivided profits of not less than\n$500,000,000) in immediately available funds in the London interbank market at\napproximately 11:00 a.m., London time, two Business Days prior to the\ncommencement of such Interest Period.\n\n              \"LICENSES\" has the meaning set forth in Section 3.05(c).\n\n              \"LIEN\" means, with respect to any asset, (a) any mortgage, deed of\ntrust, lien, pledge, hypothecation, encumbrance, charge or security interest in,\non or of such asset, (b) the interest of a vendor or a lessor under any\nconditional sale agreement, capital lease or title retention agreement (or any\nfinancing lease having substantially the same economic effect as any \n\n\n                                       11\n\n\n\nof the foregoing) relating to such asset and (c) in the case of securities, any\npurchase option, call or similar right of a third party with respect to such\nsecurities.\n\n              \"LOAN DOCUMENTS\" means this Agreement, the Guarantee Agreement,\nthe Security Documents and the Indemnity and Contribution Agreement.\n\n              \"LOAN PARTIES\" means the Parent, the Borrower and the\nSubsidiaries.\n\n              \"LOANS\" means the loans made or deemed made to the Borrower\npursuant to this Agreement.\n\n              \"LUCENT\" means Lucent Technologies Inc.\n\n              \"LUCENT LENDER\" means any Lender that is Lucent or an Affiliate of\nLucent.\n\n              \"LUCENT PRODUCT\" means any products or services purchased by the\nBorrower pursuant to the Supply Agreement.\n\n              \"MATERIAL ADVERSE EFFECT\" means a material adverse effect on (a)\nthe business, condition (financial or otherwise), operations, performance or\nproperties of the Parent, (b) the business, condition (financial or otherwise),\noperations, performance or properties of the Borrower and the Subsidiaries,\ntaken as a whole, (c) the ability of the Parent, the Borrower or any other Loan\nParty to perform any of its obligations under any Loan Document or (d) the\nlegality, validity, binding effect or enforceability of this Agreement or any\nother Loan Document.\n\n              \"MATERIAL INDEBTEDNESS\" means Indebtedness (other than the Loans),\nor obligations in respect of one or more Hedging Agreements, of any one or more\nof the Loan Parties in an aggregate principal amount exceeding $500,000.  For\npurposes of determining Material Indebtedness, the \"principal amount\" of the\nobligations of a Loan Party in respect of any Hedging Agreement at any time\nshall be the maximum aggregate amount (giving effect to any netting agreements)\nthat such Loan Party would be required to pay if such Hedging Agreement were\nterminated at such time.\n\n              \"MATURITY DATE\" means June 30, 2006.\n\n              \"MOODY'S\" means Moody's Investors Service, Inc.\n\n              \"MULTIEMPLOYER PLAN\" means a multiemployer plan as defined in\nSection 4001(a)(3) of ERISA.\n\n              \"NET PROCEEDS\" means, with respect to any casualty or condemnation\nevent, (a) the cash proceeds received in respect of such event including (i) in\nthe case of a casualty, insurance proceeds, and (ii) in the case of a\ncondemnation or similar event, condemnation awards and similar payments, net of\n(b) the sum of all reasonable fees and out-of-pocket expenses paid by the\nBorrower and the Subsidiaries to third parties (other than Affiliates) in\nconnection with such event.\n\n\n                                       12\n\n\n\n              \"NET WORKING CAPITAL\" means, at any date, (a) the consolidated\ncurrent assets of the Borrower and the Subsidiaries as of such date (excluding\ncash and Permitted Investments) minus (b) the consolidated current liabilities\nof the Borrower and the Subsidiaries as of such date (excluding current\nliabilities in respect of Indebtedness), determined on a consolidated basis in\naccordance with GAAP.  Net Working Capital at any date may be a positive or\nnegative number.  Net Working Capital increases when it becomes more positive or\nless negative and decreases when it becomes less positive or more negative.\n\n              \"NON-RECURRING ITEMS\" means, for any period, (a) all non-recurring\nitems that do not involve any payment of cash by the Borrower or any Subsidiary\nduring such period or any future period and (b) non-recurring items set forth on\nthe Borrower's consolidated statement of operations for such period below the\noperating income line in respect of (i) gains or losses on sales or dispositions\nof assets outside the ordinary course of business, (ii) discontinued operations,\n(iii) the effects of changes in accounting principles or methods, (iv)\nwrite-downs on any investments of the Borrower or any Subsidiary in any Person\n(other than the Borrower or a Subsidiary) and (v) any restructuring charges,\nincluding the amount of any such restructuring charge to cover cash payouts to\nlaid-off employees of the Borrower or a Subsidiary.\n\n              \"NON-RECURRING PARENT ITEMS\" means, for any period, (a) all\nnon-recurring items that do not involve any payment of cash by the Parent, the\nBorrower or any Subsidiary during such period or any future period and (b)\nnon-recurring items set forth on the Parent's consolidated statement of\noperations for such period below the operating income line in respect of (i)\ngains or losses on sales or dispositions of assets outside the ordinary course\nof business, (ii) discontinued operations, (iii) the effects of changes in\naccounting principles or methods, (iv) write-downs on any investments of the\nParent, the Borrower or any Subsidiary in any Person (other than the Parent, the\nBorrower or a Subsidiary) and (v) any restructuring charges, including the\namount of any such restructuring charge to cover cash payouts to laid-off\nemployees of the Parent, the Borrower or a Subsidiary.\n\n              \"OBLIGATIONS\" means all obligations secured under the Loan\nDocuments.\n\n              \"OTHER TAXES\" means any and all present or future stamp or\ndocumentary taxes or any other excise or property taxes, charges or similar\nlevies arising from any payment made under any Loan Document or from the\nexecution, delivery or enforcement of, or otherwise with respect to, any Loan\nDocument.\n\n              \"PARENT\" means Jato Communications Corp., a Delaware corporation.\n\n              \"PARTIAL TERMINATION DATE\" has the meaning set forth in the\nSecurity Agreement (Parent).\n\n              \"PAYMENT DATE\" means September 30, 2002 and each Quarterly Date\nthereafter ending on and including the Maturity Date.\n\n              \"PBGC\" means the Pension Benefit Guaranty Corporation referred to\nand defined in ERISA and any successor entity performing similar functions.\n\n              \"PENDING APPLICATIONS\" has the meaning set forth in Section\n3.05(c).\n\n\n                                       13\n\n\n\n              \"PERFECTION CERTIFICATE\" means, with respect to the Borrower, a\ncertificate in the form of Exhibit A to the Security Agreement (Borrower), with\nrespect to any Subsidiary, a similar certificate in the form of the applicable\nSecurity Document delivered by such Subsidiary and, with respect to the Parent,\na certificate in the form of Exhibit A to the Security Agreement (Parent) or any\nother form approved by the Collateral Agent.\n\n              \"PERMITTED ENCUMBRANCES\" means:\n\n              (a)    Liens imposed by law for taxes, assessments, governmental\ncharges or similar claims that are not yet due or are being contested in\ncompliance with Section 5.05;\n\n              (b)    statutory or common law Liens of landlords and carriers,\nwarehousemen, mechanics, suppliers, materialmen, repairmen and other similar\nLiens, arising in the ordinary course of business and securing obligations that\nare not yet delinquent or are being contested in compliance with Section 5.05;\n\n              (c)    Liens incurred or deposits made in the ordinary course of\nbusiness in connection with workers' compensation, unemployment insurance and\nother types of social security;\n\n              (d)    Liens incurred or deposits made to secure the performance\nof tenders, bids, leases, statutory or regulatory obligations, surety and appeal\nbonds, government contracts, performance and return-of-money bonds and other\nobligations of a like nature, in each case in the ordinary course of business,\nand a bank's unexercised right of set-off with respect to deposits made in the\nordinary course;\n\n              (e)    judgment liens in respect of judgments that do not\nconstitute an Event of Default under clause (k) of Article VII;\n\n              (f)    easements, municipal and zoning ordinances, rights-of-way\nand similar encumbrances on or defects or other irregularities of title to real\nproperty imposed by law or arising in the ordinary course of business that do\nnot secure any monetary obligations and do not materially detract from the value\nof the affected property or interfere with the ordinary conduct of business of\nthe Parent, the Borrower or any Subsidiary;\n\n              (g)    interests of lessees under leases or subleases granted by\nthe Parent, the Borrower or a Subsidiary as lessor that do not materially\ninterfere with the ordinary course of business of the Parent or the Borrower and\nthe Subsidiaries, taken as a whole;\n\n              (h)    interests of licensees under licenses or sublicenses\ngranted by the Parent, the Borrower or a Subsidiary as licensor that do not\nmaterially interfere with the ordinary course of business of the Parent or the\nBorrower and the Subsidiaries, taken as a whole;\n\n              (i)    Liens encumbering property or assets under construction\narising from progress or partial payments made by a customer of the Parent, the\nBorrower or a Subsidiary relating to such property or assets;\n\n\n                                       14\n\n\n\n              (j)    any interest or title of a lessor in any property subject\nto any lease otherwise not entered into in violation of the Loan Documents;\n\n              (k)    any interest or title of a licensor in any property subject\nto any license otherwise not entered into in violation of the Loan Documents;\n\n              (l)    Liens in favor of customs and revenue authorities arising\nas a matter of law to secure payment of customs duties in connection with the\nimportation of goods; and\n\n              (m)    Liens in favor of a Securities Intermediary pursuant to\nsuch Securities Intermediary's customary customer account agreement; provided\nthat any such Liens shall at no time secure any Indebtedness or obligations\nother than customary fees and charges payable to such Securities Intermediary.\n\nPROVIDED, that the term \"Permitted Encumbrances\" shall not include any Lien\nsecuring Indebtedness.\n\n              \"PERMITTED EXPENSES\" means Capital Expenditures (excluding Capital\nExpenditures financed by the incurrence of Capital Lease Obligations) for\nequipment and other property to be used by the Borrower in the telecommunication\nnetwork related to Lucent Product in an aggregate amount not exceeding three\npercent (3%) of the Purchase Price, plus any fees paid or payable to Lucent\npursuant to Section 2.10.\n\n              \"PERMITTED INVESTMENTS\" means:\n\n              (a)    direct obligations of, or obligations the principal of and\ninterest on which are unconditionally guaranteed by, the United States of\nAmerica (or by any agency thereof to the extent such obligations are backed by\nthe full faith and credit of the United States of America), in each case\nmaturing not more than 365 days after the date of acquisition thereof;\n\n              (b)    commercial paper of a domestic issuer rated \"A-1\" or better\nby S&amp;P or \"P-1\" or better by Moody's maturing not more than 365 days after the\ndate of acquisition thereof;\n\n              (c)    certificates of deposit, banker's acceptances and time\ndeposits maturing not more than 365 days after the date of acquisition thereof\nissued or guaranteed by or placed with, and money market deposit accounts issued\nor offered by, an Eligible Institution;\n\n              (d)    master note or deposit arrangements with securities of the\ntypes described in paragraphs (a), (b) and (c) above;\n\n              (e)    money market preferred stock of a corporation organized\nunder the laws of a jurisdiction within the United States of America rated \"AA\"\nor better by S&amp;P or \"Aa\" or better by Moody's; PROVIDED HOWEVER, that any such\ndebt security that is rated by both such rating agencies shall be rated \"AA\" or\nbetter by S&amp;P or Moody's;\n\n              (f)    fully collateralized repurchase agreements with a term of\nnot more than 30 days for securities described in clause (a) above and entered\ninto with an Eligible Institution; and\n\n\n                                       15\n\n\n\n              (g)    any fund investing exclusively in investments of the types\ndescribed in clauses (a) through (f) above.\n\n              \"PERMITTED JURISDICTION\" means a jurisdiction which is both a\nPermitted Regulatory Jurisdiction and a Permitted UCC Jurisdiction.\n\n              \"PERMITTED PREFERRED STOCK\" means capital stock of the Borrower\n(other than Disqualified Stock of the Borrower) of any class or classes (however\ndesignated) that is preferred as to the payment of dividends, or as to the\ndistribution of assets upon any voluntary or involuntary liquidation or\ndissolution of the Borrower, over shares of capital stock of any other class of\nthe Borrower.\n\n              \"PERMITTED REGULATORY JURISDICTION\" means a jurisdiction in which\nall applicable Governmental Authorities have (i) certified the Borrower as a\ncompetitive local exchange carrier (as defined in the Telecommunications Act of\n1996); (ii) approved all interconnection agreements to which the Borrower is a\nparty relating to such jurisdiction; and (iii) approved the Borrower's tariff or\ntariffs with respect to such jurisdiction; PROVIDED, HOWEVER, that any such\njurisdiction shall be a Permitted Regulatory Jurisdiction only if the Agents and\nthe Lenders shall have received an opinion of legal counsel for the Borrower in\nform and substance reasonably satisfactory to the Administrative Agent as to\nsuch matters.\n\n              \"PERMITTED UCC JURISDICTION\" means (i) the jurisdictions in which\nthe Borrower indicates in the certificate delivered pursuant to clause (i) of\nSection 4.01 that the Borrower maintains or anticipates maintaining equipment at\nany time the Loans are to be outstanding and (ii) any other jurisdiction in\nwhich the Borrower or a Subsidiary indicates in a certificate delivered pursuant\nto clause (b) of Section 5.03 or (in the case of a Subsidiary) in connection\nwith the execution and delivery of any Security Document pursuant to Section\n5.14 that the Borrower or such Subsidiary maintains or anticipates maintaining\nequipment at any time the Loans are to be outstanding; PROVIDED that (x) any\nsuch jurisdiction described in clause (i) or (ii) of this definition shall be a\nPermitted UCC Jurisdiction only if the certificate most recently delivered by\nthe Borrower or such Subsidiary pursuant to clause (i) of Section 4.01 (in the\ncase of the Borrower), in connection with the execution and delivery of any\nSecurity Documents required to be delivered pursuant to Section 5.14 (in the\ncase of a Subsidiary) or pursuant to clause (b) of Section 5.03 (in the case of\nthe Borrower or any Subsidiary) certifies to the effect required under clause\n(ii) of clause (b) of Section 5.03 with respect in such jurisdiction and (y) in\nthe case of any such other jurisdiction described in clause (ii) of this\ndefinition, such other jurisdiction shall be a Permitted UCC Jurisdiction only\nif the Collateral Agent shall have received an opinion of legal counsel for the\nBorrower in form and substance reasonably satisfactory to the Collateral Agent\nas to the actions taken in order for the Borrower or such Subsidiary to be able\nto make the certifications required under clause (ii) of clause (b) of Section\n5.03 and the validity and effectiveness of such actions, including without\nlimitation, their ability to withstand any challenge in a bankruptcy proceeding\nand the priority of security interest created by the Security Documents on\nequipment to be located in such jurisdiction.\n\n              \"PERSON\" means any natural person, corporation, limited liability\ncompany, trust, joint venture, association, company, partnership, Governmental\nAuthority or other entity.\n\n\n                                       16\n\n\n\n              \"PLAN\" means any employee pension benefit plan (other than a\nMultiemployer Plan) subject to the provisions of Title IV of ERISA or\nSection 412 of the Code or Section 302 of ERISA, and in respect of which the\nParent or the Borrower or any ERISA Affiliate is (or, if such plan were\nterminated, would under Section 4069 of ERISA be deemed to be) an \"employer\" as\ndefined in Section 3(5) of ERISA.\n\n              \"PLEDGE AGREEMENT (BORROWER)\" means the Pledge Agreement between\nthe Borrower and the Collateral Agent, substantially in the form of Exhibit E.\n\n              \"PLEDGE AGREEMENT (PARENT)\" means the Pledge Agreement  between\nthe Parent and the Collateral Agent, substantially in the form of Exhibit F.\n\n              \"PREPAYMENT EVENT\" means any casualty or other insured damage to,\nor any taking under power of eminent domain or by condemnation or similar\nproceeding of, any property or asset of the Borrower or any Subsidiary after the\nEffective Date; PROVIDED that (i) such events shall not constitute \"Prepayment\nEvents\" to the extent that the aggregate Net Proceeds from all such events are\nless than $100,000 during any fiscal year of the Borrower and (ii) any such\nevent shall not constitute a \"Prepayment Event\" if the Borrower elects (by\nnotice to the Administrative Agent within five Business Days after receipt of\nthe Net Proceeds of such event) to apply the Net Proceeds of such event to\nrepair, restore or replace the affected property or asset or to reinvest such\nNet Proceeds in Additional Assets as promptly as practicable, but in any event\nwithin 90 days, after the receipt of the Net Proceeds of such event; PROVIDED\nFURTHER that, if at the expiration of the 90-day period referred to in this\nclause (ii) less than all the Net Proceeds of such event have been reinvested or\napplied as provided therein, then a \"Prepayment Event\" shall be deemed to have\noccurred at the expiration of such 90-day period with Net Proceeds equal to the\nNet Proceeds that have not been so reinvested or applied.\n\n              \"PRIME RATE\" means the rate of interest per annum published from\ntime to time in the \"Money Rates\" column (or any successor column) of THE WALL\nSTREET JOURNAL as the prime rate or, if such rate shall cease to be so published\nor is not available for any reason, the rate of interest publicly announced from\ntime to time by any \"money center\" bank based in New York City selected by the\nAdministrative Agent for the purpose of quoting such rate, provided such\ncommercial bank has a combined capital and surplus and undivided profits of not\nless than $500,000,000.  Each change in the Prime Rate shall be effective from\nand including the date such change is published.\n\n              \"PURCHASE PRICE\" means amounts paid or payable for Lucent Product\npursuant to invoices delivered pursuant to the Supply Agreement.\n\n              \"QUALIFYING BUSINESS\" means the business of providing digital\nconnections to broadband networks and related telecommunications services and\nproducts.\n\n              \"QUARTERLY DATE\" means the last day of each of March, June,\nSeptember and December.\n\n              \"REGISTER\" has the meaning set forth in Section 9.04.\n\n\n                                       17\n\n\n\n              \"RELATED PARTIES\" means, with respect to any specified Person,\nsuch Person's Affiliates and the respective directors, officers, employees,\nagents and advisors of such Person and such Person's Affiliates.\n\n              \"REPAYMENT\" means, in respect of any Indebtedness, the direct or\nindirect repayment, prepayment, redemption, purchase, acquisition, defeasance,\nretirement or other satisfaction of the principal of such Indebtedness, in whole\nor in part, whether optional or mandatory.  \"REPAY\" has a meaning correlative\nthereto.\n\n              \"REQUIRED LENDERS\" means, at any time, Lenders having outstanding\nLoans and Commitments representing more than 50% of the sum of the total\noutstanding Loans and Commitments at such time; PROVIDED that at any time that\nLucent Lenders have outstanding Loans and Commitments representing more than 50%\nof the sum of all outstanding Loans and Commitments at such time, \"Required\nLenders\" means each of (i) the Lucent Lenders at such time and (ii) other\nLenders holding more than 50% of the outstanding Loans and Commitments\n(excluding those held by Lucent Lenders) at such time.\n\n              \"RESTRICTED PAYMENT\" means (a) any dividend or other distribution\n(whether in cash, securities or other property) with respect to any shares of\nany class of capital stock of the Borrower or any Subsidiary (or until the\nPartial Termination Date, the Parent), (b) any Repayment of any Subordinated\nIndebtedness (or until the Partial Termination Date, any Repayment of any\nIndebtedness of the Parent incurred pursuant to clause (vii) of Section 6.01) or\n(c) any payment (whether in cash, securities or other property), including any\nsinking fund or similar deposit, on account of the purchase, redemption,\nretirement, acquisition, cancellation or termination of any shares of any class\nof capital stock of the Borrower or any Subsidiary (or until the Partial\nTermination Date, the Parent) or any option, warrant or other right to acquire\nany such shares of capital stock of the Borrower or any Subsidiary ( or until\nthe Partial Termination Date, the Parent).\n\n              \"S&amp;P\" means Standard &amp; Poor's Ratings Services, a Division of the\nMcGraw-Hill Companies.\n\n              \"SECURED PARTIES\" means the Collateral Agent, the Administrative\nAgent and the Lenders.\n\n              \"SECURITIES ACCOUNT CONTROL AGREEMENT (BORROWER)\" means the\nSecurities Account Control Agreement (Borrower) between the Borrower, the\nSecurities Intermediary (as defined therein) and the Collateral Agent,\nsubstantially in the form of Exhibit G to the Securities Agreement (Borrower).\n\n              \"SECURITIES ACCOUNT CONTROL AGREEMENT (PARENT)\" means the\nSecurities Account Control Agreement (Parent) between the Parent, the Securities\nIntermediary (as defined therein) and the Collateral Agent, substantially in the\nform of Exhibit G to the Securities Agreement (Parent).\n\n              \"SECURITIES ACT\" means the Securities Act of 1933, as amended.\n\n\n                                       18\n\n\n\n              \"SECURITIES EXCHANGE ACT\" means the Securities Exchange Act of\n1934, as amended, and the rules of the Securities and Exchange Commission\nthereunder as in effect from time to time.\n\n              \"SECURITIES INTERMEDIARY\" means any Person that is a party to a\nSecurities Account Control Agreement (Parent) or Securities Account Control\nAgreement (Borrower) as the \"Securities Intermediary\" thereunder.\n\n              \"SECURITY AGREEMENT (BORROWER)\" means the Security Agreement\n(Borrower) between the Borrower and the Collateral Agent, substantially in the\nform of Exhibit D.\n\n              \"SECURITY AGREEMENT (PARENT)\" means the Security Agreement\n(Parent) between the Parent and the Collateral, substantially in the form of\nExhibit H.\n\n              \"SECURITY AGREEMENTS\" means the Security Agreement (Borrower) and\nthe Security Agreement (Parent).\n\n              \"SECURITY DOCUMENTS\" means the Security Agreement (Borrower), the\nSecurity Agreement (Parent), the Pledge Agreement (Borrower), the Pledge\nAgreement (Parent), the Securities Account Control Agreement (Borrower) and the\nSecurities Account Control Agreement (Parent) and any other agreements delivered\npursuant to Section 5.14.\n\n              \"SENIOR INDEBTEDNESS\" means any Indebtedness of the Borrower or\nany Subsidiary included in Consolidated Indebtedness that is not Subordinated\nIndebtedness.\n\n              \"SENIOR OFFICER\" means any senior officer of the Parent having\nsubstantial responsibilities for the management and supervision of the business,\noperations and affairs of the Parent, including, with respect to finance, sales,\ncustomer care, carrier relations, marketing, operations, technology and product\ndevelopment.  \n\n              \"SERIES B INVESTORS\" means the holders of the Series B Preferred\nStock of the Parent.\n\n              \"STATUTORY RESERVE RATE\" means a fraction (expressed as a\ndecimal), the numerator of which is the number one and the denominator of which\nis the number one minus the aggregate of the maximum reserve percentages\n(including any marginal, special, emergency or supplemental reserves) expressed\nas a decimal established by the Board to which any Lender subject to regulation\nby the Board is subject with respect to the Adjusted LIBO Rate, for eurocurrency\nfunding (currently referred to as \"Eurocurrency Liabilities\" in Regulation D of\nthe Board).  Such reserve percentages shall include those imposed pursuant to\nsuch Regulation D.  LIBOR Loans shall be deemed to constitute eurocurrency\nfunding and to be subject to such reserve requirements without benefit of or\ncredit for proration, exemptions or offsets that may be available from time to\ntime to any Lender under such Regulation D or any comparable regulation.  The\nStatutory Reserve Rate shall be adjusted automatically on and as of the\neffective date of any change in any reserve percentage.\n\n\n                                       19\n\n\n\n              \"SUBORDINATED INDEBTEDNESS\" of means any Indebtedness of the\nBorrower owing to the Parent subordinated in right of payment to the payment of\nthe Obligations upon terms and conditions satisfactory to the Required Lenders.\n\n              \"SUBSCRIBERS\" means customers of the Borrower or any Subsidiary\nobligated to pay cash for services of the Borrower or such Subsidiary at market\nrates.\n\n              \"SUBSIDIARY\" means, with respect to any Person (the \"PARENT\") at\nany date, any corporation, limited liability company, partnership, association\nor other entity of which securities or other ownership interests representing\nmore than 50% of the equity or more than 50% of the ordinary voting power or, in\nthe case of a partnership, more than 50% of the general partnership interests\nare, as of such date, owned, controlled or held by the parent or one or more\nsubsidiaries of the parent or by the parent and one or more subsidiaries of the\nparent.\n\n              \"SUBSIDIARY\" means any subsidiary of the Borrower.\n\n              \"SUPPLY AGREEMENT\" means the Supply Agreement dated as of February\n12, 1999 between Lucent and the Parent.\n\n              \"TAXES\" means any and all present or future taxes, levies,\nimposts, duties, deductions, charges or withholdings imposed by any Governmental\nAuthority.\n\n              \"TOTAL CAPITALIZATION\" means, as of any date of determination, the\nsum of (a) Consolidated Indebtedness as of such date plus (b) the amount of paid\nin capital of the Borrower on such date determined on a consolidated basis in\naccordance with GAAP plus (c), if positive, the retained earnings of the\nBorrower on such date determined on a consolidated basis in accordance with\nGAAP.\n\n              \"TOTAL PARENT CAPITALIZATION\" means, as of any date of\ndetermination, the sum of (a) Consolidated Parent Indebtedness as of such date\nplus (b) the amount of paid in capital of the Parent on such date determined on\na consolidated basis in accordance with GAAP plus (c), if positive, the retained\nearnings of the Parent on such date determined on a consolidated basis in\naccordance with GAAP.\n\n              \"TRANCHE 1 AVAILABILITY PERIOD\" means the period from and\nincluding the Effective Date to but excluding the earlier of (i) the Tranche 1\nAvailability Termination Date and (ii) the date of termination of the Tranche 1\nCommitment.\n\n              \"TRANCHE 1 AVAILABILITY TERMINATION DATE\" means the earlier of (i)\nthe date [  *  ] after the Effective Date and (ii) the [  *  ].\n\n              \"TRANCHE 1 COMMITMENT\" means the Commitment with respect to\nTranche 1 Loans in an amount not to exceed $[  *  ].\n\n              \"TRANCHE 1 LOANS\" means Loans made or deemed made pursuant to this\nAgreement during the Tranche 1 Availability Period.\n\n\n                                    * INDICATES CONFIDENTIAL TREATMENT REQUESTED\n\n                                       20\n\n\n\n              \"TRANCHE 2 AVAILABILITY PERIOD\" means the period from and\nincluding the Tranche 1 Availability Termination Date to but excluding the\nearlier of (i) the Tranche 2 Availability Termination Date and the (ii) date of\ntermination of the Tranche 2 Commitment.\n\n              \"TRANCHE 2 AVAILABILITY TERMINATION DATE\" means the earlier of \n(i) the date [  *  ] after the Effective Date and (ii) the [  *  ], unless \nextended pursuant to Section 2.06(a).\n\n              \"TRANCHE 2 COMMITMENT\" means the Commitment with respect to\nTranche 2 Loans in an amount not to exceed $[  *  ].\n\n              \"TRANCHE 2 LOANS\" means Loans made or deemed made pursuant to this\nAgreement during the Tranche 2 Availability Period.\n\n              \"TRANSACTIONS\" means the execution, delivery and performance by\neach Loan Party of the Loan Documents to which it is to be a party, the\nborrowing of Loans and the use of the proceeds thereof.\n\n              \"TYPE\", when used in reference to any Loan or Borrowing, refers to\nwhether the rate of interest on such Loan, or on the Loans comprising such\nBorrowing, is determined by reference to the Adjusted LIBO Rate or the Alternate\nBase Rate.\n\n              \"WITHDRAWAL LIABILITY\" means liability to a Multiemployer Plan as\na result of a complete or partial withdrawal from such Multiemployer Plan, as\nsuch terms are defined in Part I of Subtitle E of Title IV of ERISA.\n\n              Section 1.02. CLASSIFICATION OF LOANS AND BORROWINGS.  For\npurposes of this Agreement, Loans may be classified and referred to by Class\n(e.g., a \"Tranche 1 Loan\") or by Type (e.g., a \"LIBOR Loan\") or by Class and\nType (e.g., a \"Tranche 1 LIBOR Loan\").  Borrowings also may be classified and\nreferred to by Class (e.g., a \"Tranche 1 Borrowing\") or by Type (e.g., a \"LIBOR\nBorrowing\") or by Class and Type (e.g., a \"Tranche 1 LIBOR Borrowing\").\n\n              Section 1.03. TERMS GENERALLY.  The definitions of terms herein \nshall apply equally to the singular and plural forms of the terms defined. \nWhenever the context may require, any pronoun shall include the corresponding \nmasculine, feminine and neuter forms.  The words \"include\", \"includes\" and \n\"including\" shall be deemed to be followed by the phrase \"without \nlimitation.\" The word \"will\" shall be construed to have the same meaning and \neffect as the word \"shall.\" Unless the context requires otherwise (a) any \ndefinition of or reference to any agreement, instrument or other document \nherein shall be construed as referring to such agreement, instrument or other \ndocument as from time to time amended, supplemented or otherwise modified \n(subject to any restrictions on such amendments, supplements or modifications \nset forth herein), (b) any reference herein to any Person shall be construed \nto include such Person's successors and assigns, (c) the words \"herein\", \n\"hereof\" and \"hereunder\", and words of similar import, shall be construed to \nrefer to this Agreement in its entirety and not to any particular provision \nhereof, (d) all references herein to Articles, Sections, Exhibits and \nSchedules shall be construed to refer to Articles and Sections of, and \nExhibits and Schedules to, this Agreement and (e) the words \"asset\" and \n\"property\" shall be construed to have the same \n\n\n                                    * INDICATES CONFIDENTIAL TREATMENT REQUESTED\n\n                                       21\n\n\n\nmeaning and effect and to refer to any and all tangible and intangible assets \nand properties, including cash, securities, accounts, contract rights, \nlicenses and intellectual property.\n\n              Section 1.04. ACCOUNTING TERMS; GAAP.  Except as otherwise\nexpressly provided herein, all terms of an accounting or financial nature shall\nbe construed in accordance with GAAP, as in effect from time to time; PROVIDED\nthat, if the Parent notifies the Administrative Agent that the Parent requests\nan amendment to any provision hereof to eliminate the effect of any change\noccurring after the date hereof in GAAP or in the application thereof on the\noperation of such provision (or if the Administrative Agent notifies the Parent\nthat the Required Lenders request an amendment to any provision hereof for such\npurpose), regardless of whether any such notice is given before or after such\nchange in GAAP or in the application thereof, then such provision shall be\ninterpreted on the basis of GAAP as in effect and applied immediately before\nsuch change shall have become effective until such notice shall have been\nwithdrawn or such provision amended in accordance herewith.\n\n                                   ARTICLE II\n\n                                    THE LOANS\n\n              Section 2.01. COMMITMENTS.  Subject to the terms and conditions\nset forth herein, each Lender agrees to make Loans to the Borrower at any time\nand from time to time during each Availability Period in an aggregate principal\namount not exceeding its Commitment at the time.  Amounts repaid in respect of\nLoans thereon may not be reborrowed.\n\n              Section 2.02. LOANS AND BORROWINGS.\n\n              (a)    Each Loan shall be made as part of a Borrowing consisting\nof Loans of the same Class and Type made by the Lenders ratably in accordance\nwith their respective Commitments. The failure of any Lender to make any Loan\nrequired to be made by it shall not relieve any other Lender of its obligations\nhereunder; PROVIDED that the Commitments of the Lenders are several and no\nLender shall be responsible for any other Lender's failure to make Loans as\nrequired.\n\n              (b)    Subject to Section 2.12, each Borrowing shall be comprised\nentirely of LIBOR Loans or ABR Loans as the Borrower may request in accordance\nherewith.  Each Lender at its option may make any LIBOR Loan by causing any\ndomestic or foreign branch or Affiliate of such Lender to make such Loan;\nPROVIDED that any exercise of such option shall not affect the obligation of the\nBorrower to repay such Loan thereon in accordance with the terms of this\nAgreement.\n\n              (c)    At the commencement of each Interest Period for any LIBOR\nBorrowing, such Borrowing shall be in an aggregate amount that is an integral\nmultiple of $100,000 and not less than $1,000,000.  Borrowings of more than one\nType and Class may be outstanding at the same time; PROVIDED that there shall\nnot be more than six LIBOR Borrowings with respect to Tranche 1 Loans and six\nLIBOR Borrowings with respect to Tranche 2 Loans outstanding at the same time.\n\n\n                                       22\n\n\n\n              (d)    Notwithstanding any other provision of this Agreement, the\nBorrower shall not be entitled to request, or to elect to convert or continue,\nany Borrowing as a LIBOR Borrowing if the Interest Period requested with respect\nthereto would end after the Maturity Date for the Loans included in such\nBorrowing.\n\n              Section 2.03. REQUESTS FOR BORROWINGS.  To request a Borrowing,\nthe Borrower shall notify the Administrative Agent of such request by telephone\n(a) in the case of a LIBOR Borrowing, not later than 11:00 a.m., New York City\ntime, three Business Days before the date of the proposed Borrowing or (b) in\nthe case of an ABR Borrowing, not later than 11:00 a.m., New York City time, one\nBusiness Day before the date of the proposed Borrowing; PROVIDED that (i) the\nBorrower may make only one request for a Borrowing in any single calendar month\n(it being understood that all Borrowings made by the Borrower on the same date\nshall be treated as a single request for a Borrowing for purposes of this\nlimitation) and (ii) if any Lucent Lender has a Commitment at the time of such\nBorrowing and any portion of the proceeds of such Borrowing to be funded by such\nLucent Lender would be required to be funded by such Lucent Lender other than as\na credit against amounts owing to Lucent or an Affiliate of Lucent as provided\nin Section 2.04, then the applicable Borrowing Request shall be made not later\nthan five Business Days before the date of the proposed Borrowing (in the case\nof a LIBOR Borrowing) or three Business Days before the date of the proposed\nBorrowing (in the case of an ABR Borrowing).  Each such telephonic Borrowing\nRequest shall be irrevocable and shall be confirmed promptly by hand delivery or\ntelecopy to the Administrative Agent of a written Borrowing Request in a form\napproved by the Administrative Agent and signed by the Borrower.  Each such\ntelephonic and written Borrowing Request shall specify the following information\nin compliance with Section 2.02:\n\n              (i)    the aggregate amount of such Borrowing and a reasonably\n       detailed description of the use of the proceeds therefrom (and each\n       written Borrowing Request shall attach copies of all invoices to be paid\n       with such proceeds);\n\n              (ii    the date of such Borrowing, which shall be a Business Day;\n\n              (iii)  whether such Borrowing is to be a LIBOR Borrowing or an ABR\n       Borrowing;\n\n              (iv)   in the case of a LIBOR Borrowing, the initial Interest\n       Period to be applicable thereto, which shall be a period contemplated by\n       the definition of the term \"Interest Period\"; and\n\n              (v)    the location and number of the account or accounts to which\n       funds (if any) are to be disbursed, which shall comply with the\n       requirements of Section 2.04.\n\nIf no election as to the Type of Borrowing is specified, then the requested\nBorrowing shall be an ABR Borrowing.  If no Interest Period is specified with\nrespect to any requested LIBOR Borrowing, then the Borrower shall be deemed to\nhave selected an Interest Period of one month's duration.  Promptly following\nreceipt of a Borrowing Request in accordance with this Section, the\nAdministrative Agent shall advise each Lender of the details thereof and of the\namount of such Lender's Loan to be made as part of the requested Borrowing.\n\n\n                                       23\n\n\n\n              Section 2.04. FUNDING OF BORROWINGS.\n\n              (a)    Each Lender shall make each Loan to be made by it hereunder\non the proposed date thereof by wire transfer of immediately available funds by\n12:00 noon, New York City time, to the account of the Administrative Agent most\nrecently designated by it for such purpose by notice to the Lenders.  The\nAdministrative Agent will make such Loans available to the Borrower by promptly\ncrediting the amounts so received, in like funds, to an account of the Borrower\ndesignated by the Borrower in the applicable Borrowing Request.  Notwithstanding\nthe foregoing, if the proceeds of any Borrowing are to be used to make any\npayment to or for the account of Lucent or any Affiliate thereof (i) if any\nLucent Lender has a Commitment, then such Lucent Lender may make its Loan by\ncrediting the amount thereof against the payment obligations to Lucent or any\nsuch Affiliate and shall be deemed to have made a Loan in the amount of such\ncredit and (ii) the Administrative Agent will make the Loans of the other\nLenders available to the Borrower by promptly crediting the amounts so received\nfrom such other Lenders, in immediately available funds, to an account of Lucent\nmaintained with the Administrative Agent for such purpose, to the extent of the\nproceeds of such Loans designated to be used to make payments to Lucent or any\nof its Affiliates (after giving effect to any credits pursuant to clause (i)\nabove) and the balance, if any, of such proceeds shall be made available to the\nBorrower as provided in the preceding sentence.\n\n              (b)    Unless the Administrative Agent shall have received notice\nfrom a Lender prior to the proposed date of any Borrowing that such Lender will\nnot make available to the Administrative Agent such Lender's share of such\nBorrowing, the Administrative Agent may assume that such Lender has made such\nshare available on such date in accordance with paragraph (a) of this Section\nand may, in reliance upon such assumption, make available to the Borrower a\ncorresponding amount.  In such event, if a Lender has not in fact made its share\nof the applicable Borrowing available to the Administrative Agent, then the\napplicable Lender and the Borrower severally agree to pay to the Administrative\nAgent forthwith on demand such corresponding amount with interest thereon, for\neach day from and including the date such amount is made available to the\nBorrower to but excluding the date of payment to the Administrative Agent, at\n(i) in the case of such Lender, the greater of the Federal Funds Effective Rate\nand a rate determined by the Administrative Agent in accordance with banking\nindustry rules on interbank compensation or (ii) in the case of the Borrower,\nthe interest rate applicable to ABR Loans of the same Class.  If such Lender\npays such amount to the Administrative Agent, then such amount shall constitute\nsuch Lender's Loan included in such Borrowing.  Nothing in this Section 2.04(b)\nshall prejudice the Borrower's rights against any such defaulting Lender.\n\n              Section 2.05. INTEREST ELECTIONS.\n\n              (a)    Each Borrowing initially shall be of the Type specified in\nthe applicable Borrowing Request and, in the case of a LIBOR Borrowing, shall\nhave an initial Interest Period as specified in such Borrowing Request. \nThereafter, the Borrower may elect to convert such Borrowing to a different Type\nor to continue such Borrowing and, in the case of a LIBOR Borrowing, may elect\nInterest Periods therefor, all as provided in this Section.  The Borrower may\nelect different options with respect to different portions of the affected\nBorrowing, in which case each such portion shall be allocated ratably among the\nLenders holding the Loans \n\n\n                                       24\n\n\n\ncomprising such Borrowing, and the Loans comprising each such portion shall \nbe considered a separate Borrowing.\n\n              (b)    To make an election pursuant to this Section, the Borrower\nshall notify the Administrative Agent of such election by telephone by the time\nthat a Borrowing Request would be required under Section 2.03 if the Borrower\nwere requesting a Borrowing of the Type resulting from such election to be made\non the effective date of such election.  Each such telephonic Interest Election\nRequest shall be irrevocable and shall be confirmed promptly by hand delivery or\ntelecopy to the Administrative Agent of a written Interest Election Request in a\nform approved by the Administrative Agent and signed by the Borrower.\n\n              (c)    Each telephonic and written Interest Election Request shall\nspecify the following information in compliance with Section 2.02 and paragraph\n(f) of this Section:\n\n              (i)    the Borrowing to which such Interest Election Request\n       applies and, if different options are being elected with respect to\n       different portions thereof, the portions thereof to be allocated to each\n       resulting Borrowing (in which case the information to be specified\n       pursuant to clauses (iii) and (iv) below shall be specified for each\n       resulting Borrowing);\n\n              (ii)   the effective date of the election made pursuant to such\n       Interest Election Request, which shall be a Business Day;\n\n              (iii)  whether the resulting Borrowing is to be a LIBOR Borrowing\n       or an ABR Borrowing; and\n\n              (iv)   if the resulting Borrowing is a LIBOR Borrowing, the\n       Interest Period to be applicable thereto after giving effect to such\n       election, which shall be a period contemplated by the definition of the\n       term \"Interest Period.\"\n\nIf any such Interest Election Request requests a LIBOR Borrowing but does not\nspecify an Interest Period, then the Borrower shall be deemed to have selected\nan Interest Period of one month's duration.\n\n              (d)    Promptly following receipt of an Interest Election Request,\nthe Administrative Agent shall advise each Lender of the details thereof and of\nsuch Lender's portion of each resulting Borrowing.\n\n              (e)    If the Borrower fails to deliver a timely Interest Election\nRequest with respect to a LIBOR Borrowing prior to the end of the Interest\nPeriod applicable thereto, then, unless such Borrowing is repaid as provided\nherein, at the end of such Interest Period such Borrowing shall be converted to\nan ABR Borrowing.  Notwithstanding any contrary provision hereof, if an Event of\nDefault has occurred and is continuing, then, so long as an Event of Default is\ncontinuing (i) no outstanding Borrowing may be converted to or continued as a\nLIBOR Borrowing at the end of the then current Interest Period and (ii) unless\nrepaid, each LIBOR Borrowing shall be converted to an ABR Borrowing at the end\nof the Interest Period applicable thereto.\n\n\n                                       25\n\n\n\n              (f)    A Borrowing of any Class may not be converted to or\ncontinued as a LIBOR Borrowing if after giving effect thereto (i) the Interest\nPeriod therefor would commence before and end after a date on which any\nprincipal of the Loans of such Class is scheduled to be repaid and (ii) the sum\nof the aggregate principal amount of outstanding LIBOR Borrowings of such Class\nwith Interest Periods ending on or prior to such scheduled repayment date plus\nthe aggregate principal amount of outstanding ABR Borrowings of such Class would\nbe less than the aggregate principal amount of Loans of such Class required to\nbe repaid on such scheduled repayment date.\n\n              Section 2.06. TERMINATION AND REDUCTION OF COMMITMENTS.\n\n              (a)    Unless previously terminated, the Commitments with respect\nto Tranche 1 Loans shall terminate on the Tranche 1 Availability Termination\nDate and the Commitments with respect to Tranche 2 Loans shall terminate on the\nTranche 2 Availability Termination Date.\n\n              (b)    On the date of each Loan made by any Lender such Lender's\nCommitment shall be reduced by an amount equal to such Loan.\n\n              (c)    If a prepayment would be required pursuant to paragraph (b)\nor (c) of Section 2.09, all Commitments then in effect shall be reduced ratably\nby an aggregate amount equal to the excess, if any, of the amount of the\nrequired prepayment over the aggregate principal amount of Loans outstanding\nimmediately prior to giving effect to such prepayment.\n\n              (d)    The Borrower may at any time terminate, or from time to\ntime reduce, the Commitments; PROVIDED that each reduction of the Commitments\npursuant to this paragraph (d) shall be in an amount that is an integral\nmultiple of $1,000,000 and not less than $1,000,000.\n\n              (e)    The Borrower shall notify the Administrative Agent of any\nelection to terminate or reduce the Commitments under paragraph (d) of this\nSection at least one Business Day prior to the effective date of such\ntermination or reduction, specifying such election and the effective date\nthereof.  Promptly following receipt of any such notice, the Administrative\nAgent shall advise the Lenders of the contents thereof.  Each notice delivered\nby the Borrower pursuant to this Section shall be irrevocable.  Any termination\nor reduction of the Commitments shall be permanent.  Each reduction of the\nCommitments pursuant to paragraph (d) of this Section shall be made ratably\namong the Lenders in accordance with their respective Commitments; PROVIDED that\nthe Borrower may, in its discretion, reduce the Commitments of Lucent Lenders\npursuant to such paragraph (d) without reducing the Commitments of other\nLenders.\n\n              Section 2.07. REPAYMENT OF LOANS; EVIDENCE OF DEBT.\n\n              (a)    The Borrower hereby unconditionally promises to pay to the\nAdministrative Agent for the account of each Lender the then unpaid principal\namount of each Loan of such Lender as provided in Section 2.08.\n\n              (b)    Each Lender shall maintain in accordance with its usual\npractice an account or accounts evidencing the indebtedness of the Borrower to\nsuch Lender resulting from each Loan made by such Lender, including the amounts\nof principal and interest payable and paid to such Lender from time to time\nhereunder.\n\n\n                                       26\n\n\n\n              (c)    The Administrative Agent shall maintain accounts in which\nit shall record (i) the amount of each Loan made hereunder, the Class and Type\nthereof and the Interest Period applicable thereto, (ii) the amount of any\nprincipal or interest due and payable or to become due and payable from the\nBorrower to each Lender hereunder and (iii) the amount of any sum received by\nthe Administrative Agent hereunder for the account of the Lenders and each\nLender's share thereof.\n\n              (d)    The entries made in the accounts maintained pursuant to\nparagraph (b) or (c) of this Section shall be PRIMA FACIE evidence of the\nexistence and amounts of the obligations recorded therein; PROVIDED that the\nfailure of any Lender or the Administrative Agent to maintain such accounts or\nany error therein shall not in any manner affect the obligation of the Borrower\nto repay the Loans in accordance with the terms of this Agreement.\n\n              (e)    Any Lender may request that Loans of any Class made by it\nbe evidenced by a promissory note.  In such event, the Borrower shall prepare,\nexecute and deliver to such Lender such a promissory note payable to the order\nof such Lender (or, if requested by such Lender, to such Lender and its\nregistered assigns) and in a form approved by the Administrative Agent. \nThereafter, the Loans evidenced by such promissory note and interest thereon\nshall at all times (including after assignment pursuant to Section 9.04) be\nrepresented by one or more promissory notes in such form payable to the order of\nthe payee named therein (or, if such promissory note is a registered note, to\nsuch payee and its registered assigns).\n\n              Section 2.08. AMORTIZATION OF LOANS.\n\n              (a)    Subject to adjustment pursuant to paragraph (c) of this \nSection, the Borrower shall repay Borrowings on each of the first four \nPayment Dates in an aggregate amount equal to [  *  ] of the sum of all Loans \nmade or deemed made hereunder (including amounts previously repaid or \nprepaid), on each of the second four Payment Dates in an aggregate amount \nequal to [  *  ] of the sum of all Loans made or deemed made hereunder \n(including amounts previously repaid or prepaid) and on each of the remaining \nPayment Dates in an aggregate amount equal to [  *  ] of the sum of all Loans \nmade or deemed made hereunder (including amounts previously repaid or \nprepaid).\n\n              (b)    To the extent not previously paid, all Loans of each Class\nshall be due and payable on the Maturity Date with respect to Loans of such\nClass.\n\n              (c)    Any prepayment of a Borrowing of any Class shall be applied\nto reduce ratably the subsequent scheduled repayments of the Borrowings of such\nClass to be made pursuant to this Section; PROVIDED that any prepayment of a\nBorrowing of any Class that is made pursuant to Section 2.09(a) shall be applied\nto reduce the subsequent scheduled repayments of the Borrowings of such Class to\nbe made pursuant to this Section in reverse chronological order or, at the\nelection of any Lender with respect to any portion of such prepayment payable to\nsuch Lender, to reduce ratably the subsequent scheduled repayments of the\nBorrowings of such Class to be made pursuant to this Section.\n\n              (d)    Prior to any repayment of any Borrowings of any Class\nhereunder, the Borrower shall select the Borrowing or Borrowings of the\napplicable Class to be repaid and shall\n\n\n                                    * INDICATES CONFIDENTIAL TREATMENT REQUESTED\n\n                                       27\n\n\n\nnotify the Administrative Agent by telephone (confirmed by telecopy) of such\nselection not later than 11:00 a.m., New York City time, three Business Days\nbefore the scheduled date of such repayment; PROVIDED that each repayment of\nBorrowings of any Class shall be applied to repay any outstanding ABR Borrowings\nof such Class before any other Borrowings of such Class. If the Borrower fails\nto make a timely selection of the Borrowing or Borrowings to be repaid, such\nrepayment shall be applied, first, to repay any outstanding ABR Borrowings of\nthe applicable Class and, second, to other Borrowings of the applicable Class in\nthe order of the remaining duration of their respective Interest Periods (the\nBorrowing with the shortest remaining Interest Period to be repaid first). Each\nrepayment of a Borrowing shall be applied, ratably to the Loans included in the\nrepaid Borrowing. Repayments of Borrowings shall be accompanied by the payment\nof accrued interest on the amount thereof.\n\n              Section 2.09. PREPAYMENT OF LOANS.\n\n              (a)    The Borrower shall have the right at any time and from time\nto time to prepay any Borrowing in whole or in part subject to the requirements\nof this Section without penalty or premium (except as provided in Section 2.14\nor 2.15).\n\n              (b)    In the event and on each occasion that any Net Proceeds are\nreceived by or on behalf of the Borrower or any Subsidiary in respect of any\nPrepayment Event, the Borrower shall, within six Business Days after such Net\nProceeds are received, prepay Borrowings in an aggregate amount equal to such\nNet Proceeds.\n\n              (c)    Following the end of each fiscal year of the Borrower, \ncommencing with the fiscal year ending on or after the Effective Date, for \nwhich there is any Excess Cash Flow, the Borrower shall prepay Borrowings in \nan aggregate amount equal to [  *  ].  Each prepayment pursuant to this \nparagraph shall be made on or before the date on which financial statements \nare delivered pursuant to Section 5.01 with respect to the fiscal year for \nwhich Excess Cash Flow is being calculated (and in any event within 90 days \nafter the end of such fiscal year).\n\n              (d)    Prior to any optional or mandatory prepayment of Borrowings\nhereunder, the Borrower shall select the Borrowing or Borrowings to be prepaid\nand shall specify such selection in the notice of such prepayment pursuant to\nparagraph (e) of this Section; PROVIDED that each prepayment of Borrowings of\nany Class shall be applied to prepay ABR Borrowings of such Class before any\nother Borrowings of such Class.  If optional or mandatory prepayment of\nBorrowings made at a time when Borrowings of more than one Class are\noutstanding, the Borrower shall select Borrowings to be prepaid so that the\naggregate amount of such prepayment is allocated among the Classes pro rata\nbased on the aggregate principal amount of outstanding Borrowings of each such\nClass.\n\n              (e)    The Borrower shall notify the Administrative Agent by\ntelephone (confirmed by telecopy) of any prepayment hereunder (i) in the case of\nprepayment of a LIBOR Borrowing, not later than 1:00 p.m., New York City time,\nthree Business Days before the date of prepayment or (ii) in the case of\nprepayment of an ABR Borrowing, not later than 11:00 a.m., New York City time,\none Business Day before the date of prepayment.  Each such notice shall be\nirrevocable and shall specify the prepayment date, the principal amount of each\nBorrowing or\n\n\n                                    * INDICATES CONFIDENTIAL TREATMENT REQUESTED\n\n                                       28\n\n\n\nportion thereof to be prepaid and, in the case of a mandatory prepayment, a\nreasonably detailed calculation of the amount of such prepayment. Promptly\nfollowing receipt of any such notice, the Administrative Agent shall advise the\nLenders of the contents thereof. Each partial prepayment of any Borrowing shall\nbe in an amount that is an integral multiple of $100,000 and not less than\n$1,000,000, except as necessary to apply fully the required amount of a\nmandatory prepayment. Each prepayment of a Borrowing shall be applied ratably to\nthe Loans included in the prepaid Borrowing. Prepayments of Borrowings shall be\naccompanied by the payment of accrued interest on the amount prepaid.\n\n              Section 2.10. FEES.\n\n              (a)    The Borrower agrees to pay to the Administrative Agent \nfor the account of each Lender (i) a commitment fee, which shall accrue (at \nthe rate per annum separately agreed) on the [  *  ] of such Lender during \nthe period from and including the Effective Date to but excluding the date on \nwhich the Tranche 1 Commitments terminate and (ii) a commitment fee, which \nshall accrue (at a rate per annum separately agreed) on the [  *  ] of such \nLender during the period from and including the [  *  ] to but excluding the \ndate on which the [  *  ] terminate.  Accrued commitment fees shall be \npayable in arrears on each Interest Payment Date and, in the case of \ncommitment fees in respect of [  *  ], on the date on which the [  *  ] \nterminate and, in the case of commitment fees in respect of the [  *  ], on \nthe date on which the [  *  ] terminate, commencing on the first such date to \noccur after the Effective Date.  All commitment fees shall be computed on the \nbasis of a year of 360 days and shall be payable for the actual number of \ndays elapsed (including the first day but excluding the last day).\n\n              (b)    The Borrower agrees to pay to Lucent, for its own account,\nfees in the [  *  ].\n\n              (c)    The Borrower agrees to pay to the Administrative Agent (if\nother than Lucent) and the Collateral Agent, for its own account, fees in the\n[  *  ].\n\n              (d)    All fees payable hereunder shall be paid on the dates due,\nin immediately available funds, (i) to the applicable Agent, (ii) to Lucent, in\nthe case of fees payable to it, or (iii) to the Administrative Agent, in the\ncase of commitment fees, for distribution to the Lenders entitled thereto.  Fees\npaid shall not be refundable under any circumstances.\n\n              Section 2.11. INTEREST.\n\n              (a)    The Loans comprising each ABR Borrowing shall bear interest\nat the Alternate Base Rate plus the Applicable Rate.\n\n              (b)    The Loans comprising each LIBOR Borrowing shall bear\ninterest at the Adjusted LIBO Rate for the Interest Period in effect for such\nBorrowing plus the Applicable Rate.\n\n\n                                    * INDICATES CONFIDENTIAL TREATMENT REQUESTED\n\n                                       29\n\n\n\n              (c)    Notwithstanding the foregoing if any principal of or \ninterest on any Loan or any fee or other amount payable by the Borrower \nhereunder is not paid when due, whether at stated maturity, upon acceleration \nor otherwise, such overdue amount shall bear interest, after as well as \nbefore judgment, at a rate per annum equal to [  *  ] plus the rate \napplicable to ABR Loans as provided in paragraph (a) of this Section.\n\n              (d)    All accrued interest on each Loan shall be payable in\narrears on each Interest Payment Date for such Loan; PROVIDED that (i) interest\naccrued pursuant to paragraph (c) of this Section shall be payable [  *  ],\n(ii) in the event of any repayment or prepayment of any Loan, accrued interest\non the principal amount of such Loan repaid or prepaid shall be payable on the\ndate of such repayment or prepayment, or (iii) in the event of any conversion of\nany Loan prior to the end of the current Interest Period therefor, accrued\ninterest on such Loan shall be payable on the effective date of such conversion.\n\n              (e)    All interest hereunder shall be computed on the basis of a\nyear of 360 days, except that interest computed by reference to the Alternate\nBase Rate at times when the Alternate Base Rate is based on the Prime Rate shall\nbe computed on the basis of a year of 365 days (or 366 days in a leap year), and\nin each case shall be payable for the actual number of days elapsed (including\nthe first day but excluding the last day).  The applicable Alternate Base Rate\nor Adjusted LIBO Rate shall be determined in accordance with this Agreement by\nthe Administrative Agent, and such determination shall be conclusive absent\nmanifest error.\n\n              Section 2.12. ALTERNATE RATE OF INTEREST.  If prior to the\ncommencement of any Interest Period for a LIBOR Borrowing:\n\n              (a)    the Administrative Agent determines (which determination\nshall be conclusive absent manifest error) that adequate and reasonable means do\nnot exist for ascertaining the Adjusted LIBO Rate for such Interest Period; or\n\n              (b)    the Administrative Agent is advised by a majority in\ninterest of the Lenders participating in such Borrowing that the Adjusted LIBO\nRate for such Interest Period will not adequately and fairly reflect the cost to\nsuch Lenders of making or maintaining their Loans included in such Borrowing for\nsuch Interest Period;\n\nthen the Administrative Agent shall give notice thereof to the Borrower and the\nLenders by telephone or telecopy as promptly as practicable thereafter and,\nuntil the Administrative Agent notifies the Borrower and the Lenders that the\ncircumstances giving rise to such notice no longer exist, (i) any Interest\nElection Request that requests the conversion of any Borrowing to, or\ncontinuation of any Borrowing as, a LIBOR Borrowing shall be ineffective and\n(ii) if any Borrowing Request requests a LIBOR Borrowing, such Borrowing shall\nbe made as an ABR Borrowing.\n\n              Section 2.13. INCREASED COSTS.\n\n              (a)    If any Change in Law shall:\n\n              (i)    impose, modify or deem applicable any reserve, special\n       deposit or similar requirement against assets of, deposits with or for\n       the account of, or credit\n\n\n                                    * INDICATES CONFIDENTIAL TREATMENT REQUESTED\n\n                                       30\n\n\n\n       extended by, any Lender (except any such reserve requirement reflected \n       in the Adjusted LIBO Rate); or\n\n              (ii)   impose on any Lender or the London interbank market any\n       other condition affecting this Agreement or LIBOR Loans made by such\n       Lender;\n\nand the result of any of the foregoing shall be to increase the cost to such\nLender of making or maintaining any LIBOR Loan (or of maintaining its obligation\nto make any such Loan) or to reduce the amount of any sum received or receivable\nby such Lender hereunder (whether of principal, interest or otherwise), then the\nBorrower will pay to such Lender such additional amount or amounts as will\ncompensate such Lender for such additional costs incurred or reduction suffered.\n\n              (b)    If any Lender determines that any Change in Law regarding\ncapital requirements has or would have the effect of reducing the rate of return\non such Lender's capital or on the capital of such Lender's holding company, if\nany, as a consequence of this Agreement or the Loans made by such Lender to a\nlevel below that which such Lender or such Lender's holding company could have\nachieved but for such Change in Law (taking into consideration such Lender's\npolicies and the policies of such Lender's holding company with respect to\ncapital adequacy), then from time to time the Borrower will pay to such Lender\nsuch additional amount or amounts as will compensate such Lender or such\nLender's holding company for any such reduction suffered.\n\n              (c)    A certificate of a Lender setting forth the amount or\namounts necessary to compensate such Lender or its holding company, as the case\nmay be, as specified in paragraph (a) or (b) of this Section and the basis\ntherefor shall be delivered to the Borrower by the applicable Lender (with a\ncopy to the Administrative Agent) and shall be conclusive absent manifest error\nThe Borrower shall pay such Lender the amount shown as due on any such\ncertificate within 30 days after receipt thereof.\n\n              (d)    Failure or delay on the part of any Lender to demand\ncompensation pursuant to this Section shall not constitute a waiver of such\nLender's right to demand such compensation; PROVIDED that the Borrower shall not\nbe required to compensate a Lender pursuant to this Section for any increased\ncosts or reductions incurred more than 270 days prior to the date that such\nLender notifies the Borrower of the Change in Law giving rise to such increased\ncosts or reductions and of such Lender's intention to claim compensation\ntherefor; PROVIDED FURTHER that, if the Change in Law giving rise to such\nincreased costs or reductions is retroactive, then the 270-day period referred\nto above shall be extended to include the period of retroactive effect thereof.\n\n              Section 2.14. BREAK FUNDING PAYMENTS; PREPAYMENT FEES.  In the\nevent of (i) the payment of any principal of any LIBOR Loan other than on the\nlast day of an Interest Period applicable thereto (including as a result of an\nEvent of Default), (ii) the conversion of any LIBOR Loan other than on the last\nday of the Interest Period applicable thereto, (iii) the failure to borrow,\nconvert, continue or prepay any Loan on the date specified in any notice\ndelivered pursuant hereto, or (iv) the assignment of any LIBOR Loan other than\non the last day of the Interest Period applicable thereto as a result of a\nrequest by the Borrower pursuant to Section\n\n\n                                       31\n\n\n\n2.17, then, in any such event, the Borrower shall compensate each Lender for the\nloss, cost and expense attributable to such event. In the case of a LIBOR Loan,\nsuch loss, cost or expense to any Lender shall be deemed to include an amount\ndetermined by such Lender to be the excess, if any, of (i) the amount of\ninterest which would have accrued on the principal amount of such Loan had such\nevent not occurred, at the Adjusted LIBO Rate that would have been applicable to\nsuch Loan, for the period from the date of such event to the last day of the\nthen current Interest Period therefor (or, in the case of a failure to borrow,\nconvert or continue, for the period that would have been the Interest Period for\nsuch Loan), over (ii) the amount of interest which would accrue on such\nprincipal amount for such period at the interest rate which such Lender would\nbid were it to bid, at the commencement of such period, for dollar deposits of a\ncomparable amount and period from other banks in the eurodollar market. A\ncertificate of any Lender setting forth any amount or amounts that such Lender\nis entitled to receive pursuant to this paragraph shall be delivered to the\nBorrower and shall be conclusive absent manifest error. The Borrower shall pay\nsuch Lender the amount shown as due on any such certificate within 10 days after\nreceipt thereof.\n\n              Section 2.15. TAXES.\n\n              (a)    Any and all payments by or on account of any obligation of\nthe Borrower hereunder or under any other Loan Document shall be made free and\nclear of and without deduction for any Indemnified Taxes or Other Taxes;\nPROVIDED that if the Borrower shall be required to deduct any Indemnified Taxes\nor Other Taxes from such payments, then (i) the sum payable shall be increased\nas necessary so that after making all required deductions (including deductions\napplicable to additional sums payable under this Section) the Administrative\nAgent or Lender receives an amount equal to the sum it would have received had\nno such deductions been made, (ii) the Borrower shall make such deductions and\n(iii) the Borrower shall pay the full amount deducted to the relevant\nGovernmental Authority in accordance with applicable law.\n\n              (b)    In addition, the Borrower shall pay any Other Taxes to the\nrelevant Governmental Authority in accordance with applicable law.\n\n              (c)    The Borrower shall indemnify the Administrative Agent and\neach Lender, within 10 days after written demand therefor, for the full amount\nof any Indemnified Taxes or Other Taxes paid by the Administrative Agent or such\nLender on or with respect to any payment by or on account of any obligation of\nthe Borrower hereunder or under any other Loan Document (including Indemnified\nTaxes or Other Taxes imposed or asserted on or attributable to amounts payable\nunder this Section) and any penalties, interest and reasonable expenses arising\ntherefrom or with respect thereto, whether or not such Indemnified Taxes or\nOther Taxes were correctly or legally imposed or asserted by the relevant\nGovernmental Authority.  A certificate as to the amount of such payment\ndelivered to the Borrower by a Lender, or by the Administrative Agent on its own\nbehalf or on behalf of a Lender, shall be conclusive absent manifest error.\n\n              (d)    As soon as practicable after any payment of Indemnified\nTaxes or Other Taxes by the Borrower to a Governmental Authority, the Borrower\nshall deliver to the Administrative Agent the original or a certified copy of a\nreceipt issued by such Governmental Authority evidencing such payment, a copy of\nthe return reporting such payment or other evidence of such payment reasonably\nsatisfactory to the Administrative Agent.\n\n\n                                       32\n\n\n\n              (e)    Each Foreign Lender shall deliver to the Borrower (with a\ncopy to the Administrative Agent) two copies of either United States Internal\nRevenue Service Form 1001 or Form 4224, or, in the case of a Foreign Lender\nclaiming exemption from U.S. Federal withholding tax under Section 871(h) or\n881(c) of the Code with respect to payments of \"portfolio interest\", a Form W-8,\nor any subsequent versions thereof or successors thereto (and, if such Foreign\nLender delivers a Form W-8, a certificate representing that such Foreign Lender\nis not a bank for purposes of Section 881(c) of the Code, is not a ten percent\n(10%) shareholder of the Borrower (within the meaning of Section 871(h)(3)(B) of\nthe Code) and is not a controlled foreign corporation related to the Borrower\n(within the meaning of Section 864(d)(4) of the Code)), properly completed and\nduly executed by such Foreign Lender claiming complete exemption from, or\nreduced rate of, U.S. Federal withholding tax on payments by the Borrower under\nthis Agreement or any other Loan Document.  Such forms shall be delivered by\neach Foreign Lender on or before the date it becomes a party to this Agreement\nor designates a new lending office.  In addition, each Foreign Lender shall\ndeliver such forms promptly upon the obsolescence, expiration or invalidity of\nany form previously delivered by such Foreign Lender.  Notwithstanding any other\nprovision of this Section 2.15, a Foreign Lender shall not be required to\ndeliver any form pursuant to this Section 2.15 that such Foreign Lender is not\nlegally able to deliver.\n\n              (f)    If the Administrative Agent or a Lender determines, in its\nsole discretion, that it has received a refund of any Taxes as to which it has\nbeen indemnified by the Borrower pursuant to this Section 2.15, it shall pay\nover such refund to the Borrower (but only to the extent of indemnity payments\nmade by the Borrower under this Section 2.15 with respect to the Taxes giving\nrise to such refund), net of all reasonable out-of-pocket expenses of the\nAdministrative Agent or such Lender and without interest (other than any\ninterest paid by the relevant Governmental Authority with respect to such\nrefund); PROVIDED, HOWEVER, that the Borrower, upon the request of the\nAdministrative Agent or such Lender, agrees to repay the amount paid over to the\nBorrower (plus any penalties, interest or other charges imposed by the relevant\nGovernmental Authority) to the Administrative Agent or such Lender in the event\nthe Administrative Agent or such Lender is required to repay such refund to such\nGovernmental Authority.  Nothing contained in this Section 2.15 shall require\nthe Administrative Agent or any Lender to make available its tax returns (or any\nother information relating to its Taxes which it deems confidential) to the\nBorrower or any other Person.\n\n              Section 2.16. PAYMENTS GENERALLY; PRO RATA TREATMENT; SHARING OF\nSET-OFFS.\n\n              (a) The Borrower shall make each payment required to be made by it\nhereunder or under any other Loan Document (whether of principal, interest or\nfees, or of amounts payable under Sections 2.13, 2.14 or 2.15, or otherwise)\nprior to 12:00 noon, New York City time, on the date when due, in immediately\navailable funds, without set-off or counterclaim. Any amounts received after\nsuch time on any date may, in the discretion of the Administrative Agent, be\ndeemed to have been received on the next succeeding Business Day for purposes of\ncalculating interest thereon. All such payments shall be made to the\nAdministrative Agent at The Chase Manhattan Bank, New York, New York, ABA no.\n021000021, account no. 9101449099, phone no. (212) 552-2222 (or such other\naccount as the Administrative Agent shall from time to time specify by notice),\nexcept that payments pursuant to Sections 2.10(b), 2.10(c), 2.13, 2.14, 2.15 and\n9.03 shall be made directly to the Persons entitled thereto and payments\npursuant to\n\n\n                                       33\n\n\n\nother Loan Documents shall be made to the Persons specified therein. The\nAdministrative Agent shall distribute any such payments received by it for the\naccount of any other Person to the appropriate recipient promptly following\nreceipt thereof. If any payment under any Loan Document shall be due on a day\nthat is not a Business Day, the date for payment shall be extended to the next\nsucceeding Business Day, and, in the case of any payment accruing interest,\ninterest thereon shall be payable for the period of such extension. All payments\nunder each Loan Document shall be made in dollars.\n\n              (b)    If at any time insufficient funds are received by and\navailable to the Administrative Agent to pay fully all amounts of principal,\ninterest and fees then due hereunder, such funds shall be applied (i) first,\ntowards payment of interest and fees then due hereunder, ratably among the\nparties entitled thereto in accordance with the amounts of interest and fees\nthen due to such parties, and (ii) second, towards payment of principal then due\nhereunder, ratably among the parties entitled thereto in accordance with the\namounts of principal then due to such parties.\n\n              (c)    If any Lender shall, by exercising any right of set-off or\ncounterclaim or otherwise, obtain payment in respect of any principal of or\ninterest on any of its Loans resulting in such Lender receiving payment of a\ngreater proportion of the aggregate amount of its Loans and accrued interest\nthereon than the proportion received by any other Lender, then the Lender\nreceiving such greater proportion shall purchase (for cash at face value)\nparticipations in the Loans of other Lenders to the extent necessary so that the\nbenefit of all such payments shall be shared by the Lenders ratably in\naccordance with the aggregate amount of principal of and accrued interest on\ntheir respective Loans; PROVIDED that (i) if any such participations are\npurchased and all or any portion of the payment giving rise thereto is\nrecovered, such participations shall be rescinded and the purchase price\nrestored to the extent of such recovery, without interest, and (ii) the\nprovisions of this paragraph shall not be construed to apply to any payment made\nby the Borrower pursuant to and in accordance with the express terms of this\nAgreement or any payment obtained by a Lender as consideration for the\nassignment of or sale of a participation in any of its Loans to any assignee or\nparticipant, other than to the Borrower or any Subsidiary or Affiliate thereof\n(as to which the provisions of this paragraph shall apply).  The Borrower\nconsents to the foregoing and agrees, to the extent it may effectively do so\nunder applicable law, that any Lender acquiring a participation pursuant to the\nforegoing arrangements may exercise against the Borrower rights of set-off and\ncounterclaim with respect to such participation as fully as if such Lender were\na direct creditor of the Borrower in the amount of such participation.\n\n              (d)    Unless the Administrative Agent shall have received notice\nfrom the Borrower prior to the date on which any payment is due to the\nAdministrative Agent for the account of the Lenders hereunder that the Borrower\nwill not make such payment, the Administrative Agent may assume that the\nBorrower has made such payment on such date in accordance herewith and may, in\nreliance upon such assumption, distribute to the Lenders the amount due.  In\nsuch event, if the Borrower has not in fact made such payment, then each of the\nLenders severally agrees to repay to the Administrative Agent forthwith on\ndemand the amount so distributed to such Lender with interest thereon, for each\nday from and including the date such amount is distributed to it to but\nexcluding the date of payment to the Administrative Agent, at\n\n\n                                       34\n\n\n\nthe greater of the Federal Funds Effective Rate and a rate determined by the\nAdministrative Agent in accordance with banking industry rules on interbank\ncompensation.\n\n              (e)    Without limiting the generality of paragraph (a) above, the\nBorrower's obligations to make each payment required to be made by it hereunder\nor under any other Loan Document (whether of principal, interest, fees or\notherwise) shall be absolute and unconditional and shall not be subject to any\ndelay, reduction, set-off, counterclaim, defense or recoupment for any reason,\nincluding any failure of any equipment or other assets acquired pursuant to the\nSupply Agreement or any part thereof, or any dispute with, breach of\nrepresentation or warranty by or claim against any supplier, manufacturer,\ninstaller, vendor or distributor, including Lucent.  The provisions of this\nparagraph shall not be construed as a waiver by the Parent or the Borrower of\nany rights they may have under the Supply Agreement.\n\n              Section 2.17. MITIGATION OBLIGATIONS; REPLACEMENT OF LENDERS.\n\n              (a)    If any Lender requests compensation under Section 2.13, or\nif the Borrower is required to pay any additional amount to any Lender or any\nGovernmental Authority for the account of any Lender pursuant to Section 2.15,\nthen, if requested by the Borrower, such Lender shall use reasonable efforts to\ndesignate a different lending office for funding or booking its Loans hereunder\nor to assign its rights and obligations hereunder to another of its offices,\nbranches or affiliates, if, in the reasonable judgment of such Lender, such\ndesignation or assignment (i) would eliminate or reduce amounts payable pursuant\nto Section 2.13 or 2.15, as the case may be, in the future and (ii) would not\nsubject such Lender to any unreimbursed cost or expense and would not otherwise\nbe disadvantageous to such Lender.  The Borrower hereby agrees to pay all\nreasonable costs and expenses incurred by any Lender in connection with any such\ndesignation or assignment made at the Borrower's request.\n\n              (b)    If any Lender requests compensation under Section 2.13, or\nif the Borrower is required to pay any additional amount to any Lender or any\nGovernmental Authority for the account of any Lender pursuant to Section 2.15,\nthen the Borrower may, at its sole expense and effort, upon notice to such\nLender and the Administrative Agent, require such Lender to assign and delegate,\nwithout recourse (in accordance with and subject to the restrictions contained\nin Section 9.04), all its interests, rights and obligations under this Agreement\nto an assignee that shall assume such obligations (which assignee may be another\nLender, if a Lender accepts such assignment); PROVIDED that (i) the Borrower\nshall have received the prior written consent of the Administrative Agent, which\nconsent shall not unreasonably be withheld, (ii) such Lender shall have received\npayment of an amount equal to the outstanding principal of its Loans, and\naccrued interest thereon, accrued fees and all other amounts payable to it\nhereunder, from the assignee (to the extent of such outstanding principal and\naccrued interest and fees) or the Borrower (in the case of all other amounts)\nand (iii) such assignment will result in a reduction in such compensation or\npayments.  A Lender shall not be required to make any such assignment and\ndelegation if, prior thereto, as a result of a waiver by such Lender or\notherwise, the circumstances entitling the Borrower to require such assignment\nand delegation cease to apply.\n\n\n                                       35\n\n\n\n                                  ARTICLE III\n\n                         REPRESENTATIONS AND WARRANTIES\n\n              Each of the Parent and the Borrower represents and warrants to the\nLenders that:\n\n              Section 3.01. ORGANIZATION; POWERS.  Each of the Parent, the\nBorrower and the Subsidiaries is duly organized, validly existing and in good\nstanding under the laws of the jurisdiction of its organization, has all\nrequisite company or corporate, as the case may be, power and authority to carry\non its business as now conducted and, except where the failure to do so,\nindividually or in the aggregate, could not reasonably be expected to result in\na Material Adverse Effect, is qualified to do business in, and is in good\nstanding in, every jurisdiction where such qualification is required.\n\n              Section 3.02. AUTHORIZATION; ENFORCEABILITY.  The Transactions to\nbe entered into by each Loan Party are within such Loan Party's corporate or\ncompany, as the case may be, powers and have been duly authorized by all\nnecessary corporate or company, as the case may be, and, if required,\nstockholder or member, as the case may be, action.  This Agreement has been duly\nexecuted and delivered by each of the Parent and the Borrower and constitutes,\nand each other Loan Document to which any Loan Party is to be a party, when\nexecuted and delivered by such Loan Party, will constitute, a legal, valid and\nbinding obligation of the Parent, the Borrower or such Loan Party (as the case\nmay be), enforceable in accordance with its terms, subject to applicable\nbankruptcy, insolvency, reorganization, moratorium or other laws affecting\ncreditors' rights generally and subject to general principles of equity,\nregardless of whether considered in a proceeding in equity or at law.\n\n              Section 3.03. GOVERNMENTAL APPROVALS; NO CONFLICTS.  The\nTransactions (a) do not require any consent or approval of, registration or\nfiling with, or any other action by, any Governmental Authority, except such as\nhave been obtained or made and are in full force and effect and except filings\nnecessary to perfect Liens created under the Security Documents, (b) will not\nviolate any applicable law or regulation or the charter, by-laws or other\norganizational documents of any Loan Party or any order of any Governmental\nAuthority, (c) will not violate or result in a default under any indenture,\nagreement or other instrument evidencing or governing any Material Indebtedness\nor any other material indenture, agreement or other instrument binding upon any\nLoan Party or its assets, or give rise to a right thereunder to require any\npayment to be made by any Loan Party, and (d) will not result in the creation or\nimposition of any Lien on any asset of any Loan Party, except Liens created\nunder the Security Documents.  \n\n              Section 3.04. FINANCIAL CONDITION; NO MATERIAL ADVERSE CHANGE.\n\n              (a)    The Parent has heretofore furnished to the Lenders its\nconsolidated balance sheet and statements of income, stockholders equity and\ncash flows as of and for the fiscal year ended December 31, 1998, and its\nconsolidated balance sheet and statements of income, stockholders equity and\ncash flows as of and for the fiscal quarter ended March 31, 1999, each certified\nby a Financial Officer of the Parent.  Such financial statements present fairly,\nin all material respects, the financial position and results of operations and\ncash flows of the Parent and its consolidated subsidiaries as of such dates and\nfor such periods in accordance\n\n\n                                       36\n\n\n\nwith GAAP, subject to year end audit adjustments. As of the date hereof, neither\nthe Parent nor the Borrower has liabilities in excess of $75,000 except as\ndisclosed on Schedule 3.04(a).\n\n              (b)    Since December 31, 1998, there has been no material adverse\nchange in the business, condition (financial or otherwise), operations,\nperformance or properties of the Parent or the Borrower and the Subsidiaries,\ntaken as a whole.\n\n              Section 3.05. PROPERTIES AND LICENSES.\n\n              (a)    Each of the Loan Parties has good title to, or valid\nleasehold interests in, all the real and personal property material to its\nbusiness, except for minor defects in title that do not interfere with its\nability to conduct its business as currently conducted or to utilize such\nproperties for their intended purposes.\n\n              (b)    Each of the Loan Parties owns, or is licensed to use, all\ntrademarks, tradenames, copyrights, patents and other intellectual property\nmaterial to its business, and the use thereof by the Loan Parties does not\ninfringe upon the rights of any other Person, except for any such infringements\nthat, individually or in the aggregate, could not reasonably be expected to\nresult in a Material Adverse Effect.\n\n              (c)    The certificates, licenses and approvals identified on\nSchedule 3.05 (the \"Licenses\") are all the certificates, licenses and approvals\nthat have been issued or provided to the Parent or the Borrower by any\nGovernmental Authority having jurisdiction over the telecommunications business,\nand each such License is in full force and effect and has not been revoked,\ncancelled, suspended or modified in an adverse way.  Schedule 3.05 also\naccurately identifies and describes all applications (\"Pending Applications\")\nthat have been made by the Parent or the Borrower to obtain any certificates,\nlicenses or approvals from any Governmental Authority having jurisdiction over\nthe telecommunications business.  The Parent and the Borrower are not aware of\nany reason that any Governmental Authority would not approve the assignment to\nthe Borrower of any License owned by the Parent or the assignment or the\nmodification of any Pending Application made by the Parent so as to be made on\nbehalf of the Borrower or the assignment to the Borrower of any certificates,\nlicenses or approvals for which Pending Applications have been made.  The\nParent, the Borrower and the Subsidiaries have all licenses and permits that are\nmaterial to the business of the Parent, the Borrower and the Subsidiaries except\nfor the License with respect to New Mexico, which may or may not be material. \nEach license or permit that is material to the business of the Parent, the\nBorrower and the Subsidiaries, is valid and in full force and effect, and the\nParent, the Borrower and the Subsidiaries are in compliance in all material\nrespects with the terms and conditions thereof.  \n\n              Section 3.06. LITIGATION AND ENVIRONMENTAL MATTERS.\n\n              (a)    There are no actions, suits or proceedings by or before any\narbitrator or Governmental Authority pending against or, to the knowledge of the\nParent or the Borrower, threatened against or affecting the Parent, the Borrower\nor any of its Subsidiaries (i) as to which there is a reasonable possibility of\nan adverse determination and that, if adversely determined, could reasonably be\nexpected, individually or in the aggregate, to result in a Material Adverse\n\n\n                                       37\n\n\n\nEffect (other than the Disclosed Matters) or (ii) that involve any of the Loan\nDocuments or the Transactions.\n\n              (b)    Except with respect to any other matters that, individually\nor in the aggregate, could not reasonably be expected to result in a Material\nAdverse Effect, none of the Parent, the Borrower or any of its Subsidiaries (i)\nhas failed to comply with any Environmental Law or to obtain, maintain or comply\nwith any permit, license or other approval required under any Environmental Law,\n(ii) has become subject to any Environmental Liability, (iii) has received\nnotice of any claim with respect to any Environmental Liability or (iv) knows of\nany basis for any Environmental Liability.\n\n              Section 3.07. COMPLIANCE WITH LAWS AND AGREEMENTS.  Each of the\nParent, the Borrower and its Subsidiaries is in compliance with all laws,\nregulations and orders of any Governmental Authority applicable to it or its\nproperty and all indentures, agreements and other instruments binding upon it or\nits property, except where the failure to do so, individually or in the\naggregate, could not reasonably be expected to result in a Material Adverse\nEffect.  No Default has occurred and is continuing.  True and correct copies of\nall material agreements to which the Parent, the Borrower or any Subsidiary is a\nparty or by which any of them or their properties is bound have been provided to\nspecial counsel to Lucent.\n\n              Section 3.08. INVESTMENT AND HOLDING COMPANY STATUS.  None of the\nLoan Parties is (a) an \"investment company\" as defined in, or subject to\nregulation under, the Investment Company Act of 1940 or (b) a \"holding company\"\nas defined in, or subject to regulation under, the Public Utility Holding\nCompany Act of 1935.\n\n              Section 3.09. TAXES.  Each of the Loan Parties has timely filed or\ncaused to be filed all Tax returns and reports required to have been filed and\nhas paid or caused to be paid all Taxes required to have been paid by it, except\n(a) Taxes that are being contested in good faith by appropriate proceedings and\nfor which the applicable Loan Party has set aside on its books adequate reserves\nor (b) the filing of local Tax returns and reports to the extent that the\nfailure to do so, individually or in the aggregate, could not reasonably be\nexpected to result in a Material Adverse Effect.\n\n              Section 3.10. ERISA.  Each Plan has been administered in\ncompliance with all applicable laws except for such instances of noncompliance\nas have not resulted in and could not reasonably be expected to result in a\nMaterial Adverse Effect.  No ERISA Event has occurred or is reasonably expected\nto occur that, when taken together with all other such ERISA Events for which\nliability is reasonably expected to occur, could reasonably be expected to\nresult in a Material Adverse Effect.  The present value of all accumulated\nbenefit obligations under each Plan (based on the assumptions used for purposes\nof Statement of Financial Accounting Standards No. 87) did not, as of the date\nof the most recent financial statements reflecting such amounts, exceed the fair\nmarket value of the assets of such Plan, and the present value of all\naccumulated benefit obligations of all underfunded Plans (based on the\nassumptions used for purposes of Statement of Financial Accounting Standards No.\n87) did not, as of the date of the most recent financial statements reflecting\nsuch amounts, exceed the fair market value of the assets of all such underfunded\nPlans.\n\n\n                                       38\n\n\n\n              Section 3.11. DISCLOSURE.  The Parent and the Borrower have\ndisclosed to the Lenders all agreements, instruments and corporate or other\nrestrictions to which any of the Loan Parties is subject that, individually or\nin the aggregate, could reasonably be expected to result in a Material Adverse\nEffect.  None of the reports, financial statements, certificates or other\ninformation furnished by or on behalf of any Loan Party to the Administrative\nAgent or any Lender in connection with the negotiation of this Agreement or any\nother Loan Document or delivered hereunder or thereunder (as modified or\nsupplemented by other information so furnished, including the Parent's publicly\navailable filings with the Securities and Exchange Commission) contains any\nmaterial misstatement of fact or omits to state any material fact necessary to\nmake the statements therein, taken as a whole, in the light of the circumstances\nunder which they were made, not misleading; PROVIDED that, with respect to\nprojected financial information, the Parent and the Borrower represent only that\nsuch information was prepared in good faith based upon assumptions believed to\nbe reasonable at the time.  The Borrower has furnished to the Administrative\nAgent a true and correct copy of the Administrative Agreement, and such\nagreement is in full force and effect on the date hereof.\n\n              Section 3.12. SUBSIDIARIES.  Schedule 3.12 sets forth as of the\ndate of this Agreement the name of, and the ownership interest of the Borrower\nin, each Subsidiary of the Borrower.\n\n              Section 3.13. INSURANCE.  Schedule 3.13 sets forth a description\nof all insurance maintained by or on behalf of the Borrower and its Subsidiaries\nas of the date of this Agreement.  As of the date of this Agreement, all\npremiums in respect of such insurance have been paid.\n\n              Section 3.14. LABOR MATTERS.  As of the date hereof, there are no\nstrikes, lockouts or slowdowns against any Loan Party pending or, to the\nknowledge of the Parent or the Borrower, threatened.  The hours worked by and\npayments made to employees of the Loan Parties have not been in violation of the\nFair Labor Standards Act or any other applicable Federal, state, local or\nforeign law dealing with such matters.  All payments due from any Loan Party, or\nfor which any claim may be made against any Loan Party, on account of wages and\nemployee health and welfare insurance and other benefits, have been paid or\naccrued as a liability on the books of the applicable Loan Party.  The\nconsummation of the Transactions will not give rise to any right of termination\nor right of renegotiation on the part of any union under any collective\nbargaining agreement to which any Loan Party is bound.\n\n              Section 3.15. SUPPLY AGREEMENT.  The Supply Agreement is in full\nforce and effect and except as disclosed in Schedule 3.15 no payment default or\nany other default that (with or without notice or the passage of time or both)\nwould permit Lucent to terminate the Supply Agreement has occurred and is\ncontinuing under the Supply Agreement.  The Borrower has not terminated, nor\ntaken any action which could result in the termination of, the Supply Agreement.\n\n              Section 3.16. SECURITY DOCUMENTS.  The representations and\nwarranties in each Security Document are true and correct.\n\n              Section 3.17. YEAR 2000 READINESS.  Any reprogramming required to\npermit the proper functioning, in and following the year 2000, of (a) the\ncomputer systems of the Parent, the\n\n\n                                       39\n\n\n\nBorrower and the Subsidiaries and (b) equipment of the Parent, the Borrower and\nthe Subsidiaries containing embedded microchips and the testing of all such\nsystems and equipment, as so reprogrammed, will be completed by November 30,\n1999, except to the extent that failure to do so would not have a Material\nAdverse Effect. The cost to the Parent, the Borrower and the Subsidiaries of\nsuch reprogramming and testing and of the reasonably foreseeable consequences of\nyear 2000 to the Parent, the Borrower and the Subsidiaries (including\nreprogramming errors) could not reasonably be expected to have a Material\nAdverse Effect. The Parent, the Borrower and the Subsidiaries have used\ncommercially reasonable efforts to identify all possible failures of the systems\nor equipment of their material suppliers, vendors and customers and to assess\nthe impact of any such failures on the business, condition (financial or\notherwise), operations, performance or properties of the Parent, the Borrower\nand the Subsidiaries .\n\n              Section 3.18. CAPITALIZATION.\n\n              (a)    There are no shareholders agreements, voting trusts,\nproxies or other agreements, commitments or understandings of any character to\nwhich the Parent, the Borrower or any of its Subsidiaries is a party or by which\nthe Parent, the Borrower or any of its Subsidiaries is bound with respect to the\nvoting of any shares of capital stock of the Parent or any of its Subsidiaries.\n\n              (b)    All securities issued by the Parent, the Borrower or any of\nits Subsidiaries have been offered, issued, sold and delivered, in compliance\nwith, or pursuant to exemptions from, the Securities Act, and the rules and\nregulations of the Securities and Exchange Commission thereunder, and all other\nlaws of any jurisdiction, and the rules and regulations of any Governmental\nAuthority, applicable to the offering, issuance, sale or delivery of securities\nNeither the Parent nor any of its Subsidiaries is required to file, nor has it\nfiled, any information with the Securities and Exchange Commission pursuant to\nthe Securities Exchange Act.  Neither the Parent, the Borrower nor any of its\nSubsidiaries has registered any securities under the Securities Act.  No holder\nof securities of the Parent, the Borrower or any of its Subsidiaries has any\ncontractual right to require the Parent, the Borrower or any of its Subsidiaries\nto include any such securities in any registration statement under the\nSecurities Act. \n\n                                   ARTICLE IV\n\n                                   CONDITIONS\n\n              Section 4.01. EFFECTIVE DATE.  The obligations of the Lenders to\nmake the initial Loans hereunder shall not become effective until the date on\nwhich each of the following conditions is satisfied (or waived in accordance\nwith Section 9.02):\n\n              (a)    The Administrative Agent (or its counsel) shall have\nreceived from each party hereto either (i) a counterpart of this Agreement\nsigned on behalf of such party or (ii) written evidence satisfactory to the\nAdministrative Agent (which may include telecopy transmission of a signed\nsignature page of this Agreement) that such party has signed a counterpart of\nthis Agreement.\n\n\n                                       40\n\n\n\n              (b)    The Administrative Agent shall have received a favorable\nwritten opinion (addressed to the Agents and the Lenders, dated the Effective\nDate and addressing such matters relating to the Loan Parties, the Loan\nDocuments and the Transactions as the Administrative Agent shall reasonably\nrequest, in each case in form and substance reasonably satisfactory to the\nAdministrative Agent) of each of (i) Cooley Godward LLP, counsel for the Parent\nand the Borrower, (ii) Kelley Drye &amp; Warren, LLP, special communications counsel\nto the Parent and the Borrower, and (iii) Orrick, Herrington &amp; Sutcliffe LLP,\nspecial counsel for Lucent.  The Parent and the Borrower hereby request their\ncounsel referred to in clauses (i) and (ii) of this paragraph to deliver such\nopinions.\n\n              (c)    The Administrative Agent shall have received such documents\nand certificates as the Administrative Agent or its counsel may reasonably\nrequest relating to the organization, existence and good standing of the Loan\nParties, the authorization of the Transactions and any other legal matters\nrelating to the Loan Parties, the Loan Documents or the Transactions, all in\nform and substance satisfactory to the Administrative Agent and its counsel.\n\n              (d)    The Administrative Agent shall have received a certificate,\ndated the Effective Date and signed by the Chief Executive Officer, President, a\nVice President or a Financial Officer of each of the Parent and the Borrower,\nconfirming compliance with the conditions set forth in paragraphs (a), (b) and\n(c) of Section 4.02.\n\n              (e)    The Agents and Lucent shall be satisfied that all fees and\nother amounts due and payable to them hereunder on or prior to the Effective\nDate, including, to the extent invoiced, reimbursement or payment of all\nexpenses required to be reimbursed or paid by the Borrower hereunder or under\nany other Loan Document, have been paid or will be paid from the proceeds of a\nBorrowing to be made on the Effective Date.\n\n              (f)    The Lenders shall be reasonably satisfied with the\ncorporate and legal structure and capitalization of the Parent, the Borrower and\nthe Subsidiaries, including the charter and by-laws of the Parent, the Borrower\nand each Subsidiary and each agreement or instrument evidencing Indebtedness.\n\n              (g)    The Administrative Agent shall have received (i)\ncounterparts of the Guarantee Agreement signed on behalf of the Parent and each\nSubsidiary, and (ii) counterparts of the Indemnity and Contribution Agreement\nsigned on behalf of each Loan Party.\n\n              (h)    The Collateral Agent shall have received (i) counterparts\nof the Security Documents (other than the Pledge Agreement (Borrower))signed on\nbehalf of the Loan Party that is a party thereto and (ii) evidence satisfactory\nto the Required Lenders that all documents and instruments, including Uniform\nCommercial Code financing statements, required by law or reasonably requested by\nthe Collateral Agent to be filed, registered or recorded to create or perfect\nthe Liens intended to be created under the Security Documents, and to protect\nthe respective ownership interests of the Parent, the Borrower and the\nSubsidiaries in (and the Liens of the Security Documents on) all Collateral,\nhave been so filed, registered or recorded.\n\n              (i)    The Collateral Agent shall have received a completed\nPerfection Certificate from each of the Borrower and the Parent, dated the\nEffective Date and signed by a\n\n\n                                       41\n\n\n\nFinancial Officer of the Borrower and the Parent, respectively, together with\nall attachments contemplated thereby, including (i) the results of a search of\nthe Uniform Commercial Code (or equivalent) filings made with respect to the\nBorrower and the Parent in the jurisdictions contemplated by the Perfection\nCertificate and (ii) copies of the financing statements (or similar documents)\ndisclosed by such search and evidence reasonably satisfactory to the Collateral\nAgent that the Liens indicated by such financing statements (or similar\ndocuments) are permitted by Section 6.02 or have been released.\n\n              (j)    The Administrative Agent shall have received evidence\nsatisfactory to it that the insurance required by Section 5.07 is in effect and\nthat the Collateral Agent has been named as an additional insured and loss payee\nunder all insurance policies to be maintained with respect to the properties of\nthe Borrower constituting the Collateral.\n\n              (k)    The Lenders shall have received the most recent Business\nPlan, including financial projections, and there shall have been no material\nadverse changes in the Business Plan compared to the information disclosed to\nLucent prior to the date of execution of this Agreement.\n\n              (l)    The Lenders (i) shall have been given access to the\nmanagement, records, books of account, contracts and properties of the Loan\nParties and shall have received such financial, business and other information\nregarding the Loan Parties as the Lenders shall have reasonably requested and\n(ii) shall have completed their due diligence review of the Loan Parties and\nshall be reasonably satisfied with the results of such review.\n\n              (m)    The Administrative Agent shall have received evidence\nreasonably satisfactory to it that the Subsidiaries hold all material\ngovernmental approvals reasonably necessary to conduct their respective\nbusinesses.\n\n              (n)    The Parent shall have received cash equity contributions of\nat least $15,000,000 from various investors and the Borrower shall have received\ncash equity contributions of at least $15,000,000 from the Parent; PROVIDED,\nHOWEVER, that the Parent may pay certain construction and engineering costs on\nbehalf of the Borrower for an aggregate amount not exceeding $1,416,559.50 in\nlieu of contributing cash in an equal amount; PROVIDED, FURTHER, the Parent\nshall have delivered a certificate of one of its Financial Officers to the\nAdministrative Agent certifying that any such costs were incurred in an arm's\nlength transaction and that the Borrower otherwise would have been required to\npay such costs in order to implement the Business Plan.  \n\n              (o)    Each holder of an equity interest in the Parent exceeding\n5% of outstanding equity shall be reasonably acceptable to the Lenders.\n\nThe Administrative Agent shall notify the Borrower and the Lenders of the\nEffective Date, and such notice shall be conclusive and binding. \nNotwithstanding the foregoing, the obligations of the Lenders to make Loans\nhereunder shall not become effective unless each of the foregoing conditions is\nsatisfied (or waived pursuant to Section 9.02) at or prior to 3:00 p.m., New\nYork City time, on August 15, 1999 (and, in the event such conditions are not so\nsatisfied or waived, the Commitments shall terminate at such time).\n\n\n                                       42\n\n\n\n              Section 4.02. EACH BORROWING.  The obligation of each Lender to\nmake a Loan on the occasion of any Borrowing is subject to the satisfaction of\nthe following conditions:\n\n              (a)    At the time of and immediately after giving effect to such\nBorrowing, the representations and warranties of the Loan Parties set forth in\nthe Loan Documents shall be true and correct in all respects (or, in the case of\nany representation or warranty that is not qualified as to materiality, in all\nmaterial respects) on and as of the date of such Borrowing (or, in the case of\nany representation and warranty that expressly relates to an earlier date, on\nand as of such earlier date).\n\n              (b)    At the time of and immediately after giving effect to such\nBorrowing no Default shall have occurred and be continuing.\n\n              (c)    At the time of and immediately after giving effect to such\nBorrowing, the Supply Agreement shall be in full force and effect, no payment\ndefault shall have occurred and be continuing and no other default that (with or\nwithout notice or the passage of time or both) would permit Lucent to terminate\nthe Supply Agreement and with respect to which Lucent has notified the Borrower\nshall have occurred and be continuing under the Supply Agreement.\n\n              (d)    With respect to any Tranche 2 Loans, at the time of and \nimmediately after giving effect to such Borrowing, the aggregate amount of \nall Tranche 2 Loans outstanding shall be equal to or less than [  *  ] of the \naggregate amount of paid in capital and Subordinated Indebtedness in excess \nof $[  *  ].\n\n              (e)    The Lucent Product of which the Purchase Price is to be\npaid with the proceeds of such Borrowing is intended to be used in a Permitted\nJurisdiction.\n\nEach Borrowing shall be deemed to constitute a representation and warranty by\nthe Borrower on the date thereof as to the matters specified in paragraphs (a),\n(b), (c), (d) and (e) of this Section.  For purposes of this Section 4.02, the\ncondition set forth in Section 4.02(a), to the extent that it relates to the\nrepresentation of the Parent and the Borrower that no default (excluding payment\ndefaults) that (with or without notice or the passage of time or both) would\npermit Lucent to terminate the Supply Agreement has occurred and is continuing,\nshall not be deemed unsatisfied at the time of any Borrowing unless Lucent has\nnotified the Borrower that such a default has occurred.\n\n                                    ARTICLE V\n\n                              AFFIRMATIVE COVENANTS\n\n              Until the Commitments have expired or been terminated and the\nprincipal of and interest on each Loan and all fees payable hereunder shall have\nbeen paid in full, each of the Parent and the Borrower covenants and agrees with\nthe Lenders that:\n\n\n                                    * INDICATES CONFIDENTIAL TREATMENT REQUESTED\n\n                                       43\n\n\n\n              Section 5.01. FINANCIAL STATEMENTS AND OTHER INFORMATION.  The\nParent and the Borrower will furnish to the Administrative Agent:\n\n              (a)    within 120 days after the end of each fiscal year of the\nParent, the audited consolidated balance sheet of the Parent and its\nconsolidated subsidiaries and related statements of operations, stockholders'\nequity and cash flows as of the end of and for such year, setting forth in each\ncase in comparative form the figures for the previous fiscal year, all reported\non by Arthur Andersen LLP or other independent public accountants of recognized\nnational standing (without a \"going concern\" or like qualification or exception\nand without any qualification or exception as to the scope of such audit) to the\neffect that such consolidated financial statements present fairly in all\nmaterial respects the financial condition and results of operations of the\nParent and its consolidated subsidiaries on a consolidated basis in accordance\nwith GAAP consistently applied;\n\n              (b)    within 45 days after the end of each of the first three\nfiscal quarters of each fiscal year of the Parent and its consolidated\nsubsidiaries, the consolidated balance sheet of the Parent and its consolidated\nsubsidiaries and related statements of operations and cash flows as of the end\nof and for such fiscal quarter and the then elapsed portion of the fiscal year,\nsetting forth in each case in comparative form the figures for the corresponding\nperiod or periods of (or, in the case of the balance sheet, as of the end of)\nthe previous fiscal year, all certified by one of its Financial Officers as\npresenting fairly in all material respects the financial condition and results\nof operations of the Parent and its consolidated subsidiaries on a consolidated\nbasis in accordance with GAAP consistently applied, subject to normal year-end\naudit adjustments and the absence of footnotes;\n\n              (c)    within 120 days after the end of each fiscal year of the\nBorrower, the consolidated balance sheet of the Borrower and its consolidated\nSubsidiaries and related statements of operations, stockholders' equity and cash\nflows as of the end of and for such year, setting forth in each case in\ncomparative form the figures for the previous fiscal year, all certified by one\nof its Financial Officers as presenting fairly in all material respects the\nfinancial condition and results of operations of the Borrower and its\nconsolidated Subsidiaries on a consolidated basis in accordance with GAAP\nconsistently applied;\n\n              (d)    within 45 days after the end of each of the first three\nfiscal quarters of each fiscal year of the Borrower and its consolidated\nSubsidiaries, the consolidated balance sheet of the Borrower and its\nconsolidated Subsidiaries and related statements of operations and cash flows as\nof the end of and for such fiscal quarter and the then elapsed portion of the\nfiscal year, setting forth in each case in comparative form the figures for the\ncorresponding period or periods of (or, in the case of the balance sheet, as of\nthe end of) the previous fiscal year, all certified by one of its Financial\nOfficers as presenting fairly in all material respects the financial condition\nand results of operations of the Borrower and its consolidated Subsidiaries on a\nconsolidated basis in accordance with GAAP consistently applied, subject to\nnormal year-end audit adjustments and the absence of footnotes;\n\n              (e)    concurrently with any delivery of the Parent's and\nBorrower's financial statements under clause (a) , (b), (c) and (d) above, a\ncertificate of a Financial Officer of each of the Parent and the Borrower (i)\ncertifying as to whether a Default has occurred and, if a Default\n\n\n                                       44\n\n\n\nhas occurred, specifying the details thereof and any action taken or proposed to\nbe taken with respect thereto, (ii) setting forth reasonably detailed\ncalculations demonstrating compliance with Sections 6.11 through 6.20 and (iii)\nstating whether any change in GAAP or in the application thereof that materially\naffects the Parent's or the Borrower's financial statements accompanying such\ncertificate (it being understood that any change that would affect compliance\nwith any covenant set forth herein or the Applicable Rate shall be considered\nmaterial) has occurred since the date of the Parent's or the Borrower's audited\nfinancial statements referred to in Section 3.04 and, if any such change has\noccurred, specifying the effect of such change on the financial statements\naccompanying such certificate (it being understood that such certificate may\nalso satisfy the requirements of Section 5.03(b) and (c), but any such\ncertificate intended to satisfy both those requirements and the requirements of\nthis clause (e) shall be delivered to both the Administrative Agent and the\nCollateral Agent);\n\n              (f)    concurrently with any delivery of financial statements\nunder clause (a) or (c) above, a certificate of the accounting firm that\nreported on such financial statements stating whether they obtained knowledge\nduring the course of their examination of such financial statements of any\nDefault (which certificate may be limited to the extent required by accounting\nrules or guidelines);\n\n              (g)    promptly after the same become available but in any event\nwithin 120 days after the end of each fiscal year of the Borrower, an annual\noperating and cash flow budget in reasonable detail for the current fiscal year\nand updated financial projections through the fiscal year during which the\nMaturity Date is scheduled to occur;\n\n              (h)    promptly after the same become publicly available, copies\nof all periodic and other reports, proxy statements and other materials filed by\nthe Parent, the Borrower or any Subsidiary with the Securities and Exchange\nCommission, or any Governmental Authority succeeding to any or all of the\nfunctions of said Commission, or with any national securities exchange, or\nfinancial information or other material information distributed by the Parent or\nthe Borrower to either of their shareholders generally, as the case may be; and\n\n              (i)    promptly following any request therefor, such other\ninformation regarding the operations, business affairs and financial condition\nof the Parent, the Borrower or any Subsidiary, or compliance with the terms of\nany Loan Document, as either Agent or any Lender may reasonably request.\n\n              Section 5.02. NOTICES OF MATERIAL EVENTS.\n\n              (a)    The Borrower will furnish to the Administrative Agent, the\nCollateral Agent and each Lender written notice of the following promptly upon\nobtaining knowledge thereof:\n\n              (i)    the occurrence of any Default;\n\n              (ii)   the filing or commencement of any action, suit or\n       proceeding by or before any arbitrator or Governmental Authority against\n       or affecting the Parent, the Borrower or any Affiliate thereof that, if\n       adversely determined, could reasonably be expected to result in a\n       Material Adverse Effect; and\n\n\n                                       45\n\n\n\n              (iii)  any other development that results in, or could reasonably\n       be expected to result in, a Material Adverse Effect.\n\n              (b)    The Borrower will furnish to the Administrative Agent and\nthe Collateral Agent written notice of the occurrence of any Prepayment Event\npromptly after the occurrence of such event.\n\n              (c)    Each notice delivered under this Section shall be\naccompanied by a statement of a Financial Officer or other executive officer of\nthe Borrower setting forth the details of the event or development requiring\nsuch notice and any action taken or proposed to be taken with respect thereto.\n\n              Section 5.03. INFORMATION REGARDING COLLATERAL.\n\n              (a)    The Borrower will furnish to the Collateral Agent prompt\nwritten notice of any change (i) in corporate name of the Borrower or any\nSubsidiary or in any trade name used to identify any such Person in the conduct\nof its business or in the ownership of its properties, (ii) in the location of\nthe chief executive office of the Borrower or any Subsidiary, its principal\nplace of business or any asset constituting Collateral (other than the\ninstallation of any asset constituting Collateral in a jurisdiction in which all\nUniform Commercial Code financing statements (including fixture filings, if\napplicable) and other appropriate filings, recordings or registrations,\ncontaining a description of the Collateral have been filed of record in each\ngovernmental, municipal or other appropriate office in such jurisdiction to the\nextent necessary to perfect the security interests under the Security Documents,\n(iii) in the identity or corporate structure of the Borrower or any Subsidiary\nor (iv) in the Federal Taxpayer Identification Number of the Borrower or any\nSubsidiary.  The Borrower agrees not to effect or permit any change referred to\nin the preceding sentence unless all filings have been made under the Uniform\nCommercial Code or otherwise that are required in order for the Collateral Agent\nto continue at all times following such change to have a valid, legal and\nperfected security interest in all the Collateral.\n\n              (b)    Each year, at the time of delivery of annual financial\nstatements for the Borrower with respect to the preceding fiscal year pursuant\nto clause (c) of Section 5.01, the Borrower will and will cause each Subsidiary\nto deliver to the Collateral Agent a certificate of a Financial Officer of the\nBorrower or such Subsidiary (i) setting forth the information required pursuant\nto Sections 1 and 2 of the Perfection Certificate with respect to the Borrower\nor such Subsidiary or confirming that there has been no change in such\ninformation since the date of the Perfection Certificate delivered on the\nEffective Date or the date of the most recent certificate delivered pursuant to\nthis Section and (ii) certifying that all Uniform Commercial Code financing\nstatements (including fixture filings, as applicable) or other appropriate\nfilings, recordings or registrations, including all refilings, rerecordings and\nreregistrations, containing a description of the Collateral have been filed of\nrecord in each governmental, municipal or other appropriate office in each\njurisdiction identified pursuant to clause (i) above to the extent necessary to\nprotect and perfect the security interests under the Security Documents for a\nperiod of not less than 18 months after the date of such certificate (except as\nnoted therein with respect to any continuation statements to be filed within\nsuch period). \n\n\n                                       46\n\n\n\n              (c)    Each year, at the time of delivery of annual financial\nstatements for the Parent with respect to the preceding fiscal year pursuant to\nclause (a) of Section 5.01, the Parent will deliver to the Collateral Agent a\ncertificate of a Financial Officer of the Parent (i) setting forth the\ninformation required pursuant to Sections 1 and 2 of the Perfection Certificate\nwith respect to the Parent (and following the Partial Termination Date, only the\ninformation required pursuant to Sections 1 and 2(a), (b) and (c) of the\nPerfection Certificate of the Parent) or confirming that there has been no\nchange in such information since the date of the Perfection Certificate\ndelivered on the Effective Date or the date of the most recent certificate\ndelivered pursuant to this Section and (ii) certifying that all Uniform\nCommercial Code financing statements (including fixture filings, as applicable)\nor other appropriate filings, recordings or registrations, including all\nrefilings, rerecordings and reregistrations, containing a description of the\nCollateral have been filed of record in each governmental, municipal or other\nappropriate office in each jurisdiction identified pursuant to clause (i) above\nto the extent necessary to protect and perfect the security interests under the\nSecurity Documents for a period of not less than 18 months after the date of\nsuch certificate (except as noted therein with respect to any continuation\nstatements to be filed within such period).  \n\n              Section 5.04. EXISTENCE; CONDUCT OF BUSINESS.  Each of the Parent\nand the Borrower will, and will cause each of the Subsidiaries to, do or cause\nto be done all things necessary to preserve, renew and keep in full force and\neffect its legal existence and the rights, licenses, permits, privileges and\nfranchises material to the conduct of the business of the Parent, the Borrower\nand the Subsidiaries, taken as a whole; PROVIDED that the foregoing shall not\nprohibit any merger, consolidation, liquidation or dissolution permitted under\nSection 6.03.\n\n              Section 5.05. PAYMENT OF OBLIGATIONS.  Each of the Parent and the\nBorrower will, and will cause each of the Subsidiaries to, pay its Indebtedness\nand other obligations, including Tax liabilities, before the same shall become\ndelinquent or in default, except where (i) the validity or amount thereof is\nbeing contested in good faith by appropriate proceedings, (ii) the Parent, the\nBorrower or such Subsidiary has set aside on its books adequate reserves with\nrespect thereto in accordance with GAAP, (iii) such contest effectively suspends\ncollection of the contested obligation and the enforcement of any Lien securing\nsuch obligation and (iv) the failure to make payment pending the resolution of\nsuch contest could not reasonably be expected to result in a Material Adverse\nEffect.\n\n              Section 5.06. MAINTENANCE OF PROPERTIES.  Each of the Parent and\nthe Borrower will, and will cause each of the Subsidiaries to, keep and maintain\nall Collateral, and all other property material to the conduct of the business\nof the Parent, the Borrower and the Subsidiaries, taken as a whole, in good\nworking order and condition, ordinary wear and tear excepted, PROVIDED, that\nthis Section 5.06 shall not prevent sales permitted under Sections 6.03 and\n6.04.\n\n              Section 5.07. INSURANCE.\n\n              (a)    Each of the Parent and the Borrower will, and will cause\neach of the Subsidiaries to, maintain, with financially sound and reputable\ninsurance companies with AM Best's rating of A minus (A-) or better, All-Risk\nproperty insurance for the full replacement value of all property and other\ninsurance, including public liability insurance against claims for personal\ninjury, death or property damage occurring upon, about or in connection with the\nuse of\n\n\n                                       47\n\n\n\nany properties owned, occupied or controlled by it as well as such other\ninsurance as may be required by law.\n\n              (b)    All policies of All-Risk property insurance maintained by\nor for the benefit of the Borrower with respect to the Collateral shall be (i)\nmaintained in an amount not less than the full replacement value of all property\nthereof, with deductibles or self insured retention not exceeding $75,000, and\n(ii) endorsed or otherwise amended to include a \"standard\" or \"New York\"\nlender's loss payable endorsement, in favor of and satisfactory to the\nCollateral Agent, which endorsement shall provide that the insurance carrier\nshall pay all proceeds otherwise payable to any Loan Party under such policies\ndirectly to the Collateral Agent.  All such policies also shall provide that\nnone of the Borrower, the Administrative Agent, the Collateral Agent nor any\nother party shall be a coinsurer thereunder and shall contain a \"Replacement\nCost Endorsement\", without any deduction for depreciation, \"mortgagee's\ninterest\"\/\"breach of warranty coverage\" and such other provisions as the\nAdministrative Agent or the Collateral Agent may reasonably require from time to\ntime to protect the interests of the Lenders.  Each such policy also shall\nprovide that it shall not be canceled (i) by reason of nonpayment of premium\nexcept upon not less than 10 days' prior written notice thereof by the insurer\nto the Administrative Agent and the Collateral Agent (giving the Administrative\nAgent and the Collateral Agent the right to cure defaults in the payment of\npremiums) or (ii) for any other reason except upon not less than 30 days' prior\nwritten notice thereof by the insurer to the Administrative Agent and the\nCollateral Agent.  The Borrower shall deliver to the Administrative Agent and\nthe Collateral Agent, upon not less than 30 days' prior written notice to the\ncancellation, modification or nonrenewal of any such policy of insurance, a copy\nof a renewal or replacement policy (or other evidence of renewal of a policy\npreviously delivered to the Administrative Agent and the Collateral Agent)\ntogether with evidence satisfactory to the Administrative Agent and the\nCollateral Agent of payment of the premium therefor.\n\n              (c)    The Borrower shall notify the Administrative Agent and the\nCollateral Agent immediately whenever any separate insurance concurrent in form\nor contributing in the event of loss with that required to be maintained under\nthis Section is taken out by any Loan Party, and shall promptly deliver to the\nAdministrative Agent and the Collateral Agent a duplicate original copy of such\npolicy or policies.\n\n              Section 5.08. BOOKS AND RECORDS; INSPECTION RIGHTS.  Each of the\nParent and the Borrower will, and will cause each of the Subsidiaries to, keep\nproper books of record and account in which full, true and correct entries are\nmade of all material dealings and transactions in relation to their business and\nactivities.  Each of the Parent and the Borrower will, and will cause each of\nthe Subsidiaries to, permit any representatives designated by either Agent or\nany Lender, at such Agent's or Lender's expense (unless an Event of Default has\noccurred and is continuing, in which case at Borrower's expense) upon reasonable\nprior notice, to visit and inspect its properties, to examine and make extracts\nfrom its books and records, and to discuss its affairs, finances and condition\nwith its officers and independent accountants, all at such reasonable times and\nas often as reasonably requested.  Any such inspection shall be subject to the\nconfidentiality restrictions set forth in Section 9.12.\n\n              Section 5.09. COMPLIANCE WITH LAWS AND AGREEMENTS.  Each of the\nParent and the Borrower will, and will cause each of the Subsidiaries to, comply\nwith all laws, rules,\n\n\n                                       48\n\n\n\nregulations and orders of any Governmental Authority (including ERISA and all\nEnvironmental Laws) applicable to it or its property and all indentures,\nagreements and other instruments binding upon it or its property, except where\nthe failure to do so, individually or in the aggregate, could not reasonably be\nexpected to result in a Material Adverse Effect.\n\n              Section 5.10. USE OF PROCEEDS.  The proceeds of the Loans will be\nused solely to make payments of the Purchase Price and Permitted Expenses\nincluding up to $200,000 to cover the value of equipment shipped to the Borrower\nprior to the date of this Agreement and which will be included under the Supply\nAgreement.\n\n              Section 5.11. FURTHER ASSURANCES.  Each of the Parent and the\nBorrower will, and will cause each other Loan Party to, execute any and all\nfurther documents, financing statements, agreements and instruments, and take\nall such further actions (including the filing and recording of financing\nstatements, fixture filings and other documents), which may be required under\nany applicable law, or which either Agent or the Required Lenders may reasonably\nrequest, to effectuate the transactions contemplated by the Loan Documents or to\ngrant, preserve, protect or perfect the Liens created or intended to be created\nby the Security Documents or the validity or priority of any such Lien, all at\nthe expense of the Borrower.  The Borrower also agrees to provide to either\nAgent, upon request, evidence reasonably satisfactory to such Agent as to the\nperfection and priority of the Liens created or intended to be created by the\nSecurity Documents.\n\n              Section 5.12. CASUALTY AND CONDEMNATION.\n\n              (a)    The Borrower will furnish to the Agents and the Lenders\nprompt notice of any casualty or other damage to any portion of the Collateral\nhaving a value in excess of $50,000 or the commencement of any action or\nproceeding for the taking of any Collateral or any part thereof or interest\ntherein under power of eminent domain or by condemnation or similar proceeding.\n\n              (b)    If any event described in paragraph (a) of this Section\nresults in Net Proceeds (whether in the form of insurance proceeds, condemnation\naward or otherwise), the Collateral Agent is authorized to collect such Net\nProceeds and, if received by the Parent, the Borrower or any other Subsidiary,\nsuch Net Proceeds shall be paid over to the Collateral Agent.  All such Net\nProceeds retained by or paid over to the Collateral Agent shall be held by the\nCollateral Agent and released from time to time to pay the costs of repairing,\nrestoring or replacing the affected property in accordance with the terms of\nthis Agreement and the applicable provisions of the Security Documents, subject\nto the provisions of the Security Documents regarding application of such Net\nProceeds during a Default.\n\n              (c)    If any Net Proceeds retained by or paid over to the\nCollateral Agent as provided above continue to be held by the Collateral Agent\non the date that any prepayment is due pursuant to Section 2.09(b) in respect of\nthe event resulting in such Net Proceeds, then such Net Proceeds shall be\napplied to prepay Borrowings as provided in Section 2.09(b).\n\n              Section 5.13. INTEREST RATE PROTECTION.  If at any time, the\nBorrower or any Subsidiary shall agree to enter into or maintain or shall enter\ninto any Hedging Agreement in order to limit the interest cost risk to the\nBorrower and Subsidiaries related to any Indebtedness\n\n\n                                       49\n\n\n\nother than the Loans, the Borrower will from time to time thereafter enter into\nand maintain in effect one or more Hedging Agreements with respect to the\nIndebtedness represented by the Loans reasonably satisfactory to the Required\nLenders on terms and conditions comparable to such other Hedging Agreement. The\nBorrower agrees upon request to consult from time to time with the\nAdministrative Agent regarding the advisability of entering into Hedging\nAgreements.\n\n              Section 5.14. EXECUTION OF PLEDGE AGREEMENT (BORROWER); SUBSIDIARY\nGUARANTORS; ADDITIONAL SECURITY DOCUMENTS.  \n\n              (a)    Upon the formation the first Subsidiary to be formed or the\nacquisition by the Borrower of a Person that as a result becomes the first\nSubsidiary, the Borrower will (i) deliver an executed counterpart of the Pledge\nAgreement (Borrower) signed on behalf of the Borrower to the Collateral Agent,\n(ii) cause legal counsel to deliver opinions as to the enforceability thereof,\nthe creation and perfection of Liens thereunder and such other matters as the\nCollateral Agent and the Required Lenders reasonably may request, and (iii) take\nall other actions as the Collateral Agent or the Required Lenders reasonably may\nrequire in connection therewith.\n\n              (b)    If any Subsidiary of the Borrower is formed or acquired\nafter the date hereof, the Borrower will notify the Administrative Agent and the\nLenders thereof and will cause such Subsidiary to become a party to the\nGuarantee Agreement and the Indemnity and Contribution Agreement promptly, and\nin any event within five Business Days, thereafter.  At the time of such\nformation or acquisition, the Borrower (i) will cause such Subsidiary to enter\ninto a pledge agreement, security agreement or other additional Security\nDocuments in favor of the Collateral Agent, in form and substance satisfactory\nto the Required Lenders, to obtain all necessary consents and to take all other\nactions necessary or appropriate to create and perfect Liens upon the assets of\nsuch Subsidiary, (ii) will cause legal counsel to deliver opinions as to the\nenforceability of such Security Documents, the creation and perfection of Liens\nthereunder and such other matters as the Collateral Agent and the Required\nLenders reasonably may request, (iii) cause any Persons other than the Borrower\nthat owns or will acquire any equity interest in such Subsidiary to enter into a\npledge agreement in favor of the Collateral Agent, in form and substance\nsatisfactory to the Required Lenders, to obtain all necessary consents and to\ntake all other actions necessary or appropriate to create and perfect Liens upon\nsuch equity interest, and (iv) will take, or cause such Person and its officers,\nto take such other actions as the Collateral Agent or the Required Lenders\nreasonably may require in connection therewith.\n\n                                   ARTICLE VI\n                                          \n                               NEGATIVE COVENANTS\n\n              Until the Commitments have expired or terminated and the principal\nof and interest on each Loan and all fees payable hereunder have been paid in\nfull, each of the Parent and the Borrower covenants and agrees with the Lenders\nthat:\n\n\n                                       50\n\n\n\n              Section 6.01. Indebtedness.  The Borrower and until the Partial\nTermination Date, the Parent will not, and neither the Parent nor the Borrower\nwill permit any Subsidiary to, create, incur, assume or permit to exist any\nIndebtedness, except:\n\n              (i)    Indebtedness created under the Loan Documents;\n\n              (ii)   subject to Section 6.04, Indebtedness of the Borrower to\n       any Subsidiary, and of any Subsidiary to the Borrower or any other\n       Subsidiary;\n\n              (iii)  Indebtedness outstanding on the date hereof and set forth\n       on Schedule 6.01;\n\n              (iv)   Indebtedness of the Borrower or any Subsidiary incurred\n       after the date of this Agreement to finance the acquisition of any\n       equipment, inventory or general intangibles, or the acquisition,\n       improvement or construction of any real property, by Borrower or such\n       Subsidiary (other than assets constituting Collateral or other assets the\n       removal or loss of which would adversely affect the value of any assets\n       constituting Collateral), including Capital Lease Obligations and any\n       Indebtedness assumed in connection with the acquisition of any such\n       assets or secured by a Lien on any such assets prior to the acquisition\n       thereof; PROVIDED that (A) any Indebtedness described in this clause (iv)\n       incurred in connection with any particular acquisition, improvement or\n       construction shall be incurred prior to or within 90 days after the\n       acquisition or the completion of such improvement or construction, as the\n       case may be, (B) any Indebtedness described in this clause (iv) incurred\n       in connection with any particular acquisition, improvement or\n       construction shall not exceed the cost of such acquisition, improvement\n       or construction and (C) the aggregate amount of all Indebtedness\n       described in this clause (iv) and Indebtedness set forth on Schedule 6.01\n       shall not any time exceed the lesser of (I) $[  *  ] and (II) the\n       [  *  ];\n\n              (v)    Indebtedness of the Borrower incurred to refinance any\n       Indebtedness referred to in clause (iii) or (iv) above, Indebtedness of\n       any Subsidiary incurred to refinance any Indebtedness of such Subsidiary\n       referred to in clause (iii) or (iv) above, and until the Partial\n       Termination Date, Indebtedness of the Parent incurred to refinance any\n       Indebtedness referred to in clause (viii) below; PROVIDED that (A) the\n       principal amount of any Indebtedness described in this clause (v) shall\n       not exceed the principal amount of, plus accrued interest and any\n       prepayment premiums applicable to, the Indebtedness refinanced thereby,\n       (B) any Indebtedness described in this clause (v) shall have a scheduled\n       maturity date that is on or after the scheduled maturity date of the\n       Indebtedness refinanced thereby, (C) any Indebtedness described in this\n       clause (v) shall have a weighted average life to maturity that is equal\n       to or longer than the remaining weighted average life to maturity of the\n       Indebtedness refinanced thereby (determined immediately prior to giving\n       effect to such refinancing), (D) any Indebtedness described in this\n       clause (v) shall not include any provisions that may require mandatory\n       Repayment thereof prior to scheduled maturity, other than scheduled\n       repayments taken into account in determining compliance with clause (C)\n       above and other provisions that are not materially more burdensome than\n       any such provisions included in the Indebtedness refinanced thereby,\n\n\n                                    * INDICATES CONFIDENTIAL TREATMENT REQUESTED\n\n                                       51\n\n\n\n       and (D) any Indebtedness described in this clause (v) shall not be\n       secured by any Lien other than Liens on assets securing the Indebtedness\n       being refinanced thereby and shall not be Guaranteed by any Subsidiary\n       other than any Subsidiary that Guaranteed the Indebtedness being\n       refinanced;\n\n              (vi)   Subordinated Indebtedness;\n\n              (vii)  until the Partial Termination Date, Indebtedness of the\n       Parent subordinated in right of payment to the payment of the Obligations\n       upon terms and conditions satisfactory to the Required Lenders; and\n\n              (viii) until the Partial Termination Date, Indebtedness of the\n       Parent incurred after the date of this Agreement to finance the\n       acquisition of any equipment, inventory or general intangibles, or the\n       acquisition, improvement or construction of any real property, by Parent\n       (other than assets constituting Collateral or other assets the removal or\n       loss of which would adversely affect the value of any assets constituting\n       Collateral), including Capital Lease Obligations and any Indebtedness\n       assumed in connection with the acquisition of any such assets or secured\n       by a Lien on any such assets prior to the acquisition thereof; PROVIDED\n       that (A) any Indebtedness described in this clause (viii) incurred in\n       connection with any particular acquisition, improvement or construction\n       shall be incurred prior to or within 90 days after the acquisition or the\n       completion of such improvement or construction, as the case may be, (B)\n       any Indebtedness described in this clause (viii) incurred in connection\n       with any particular acquisition, improvement or construction shall not\n       exceed the cost of such acquisition, improvement or construction and (C)\n       the aggregate amount of all Indebtedness described in this clause (viii)\n       shall not any time exceed $[  *  ].\n\n              Section 6.02. LIENS.  The Borrower and until the Partial\nTermination Date, the Parent will not, and neither the Parent nor the Borrower\nwill permit any Subsidiary to, create, incur, assume or permit to exist any Lien\non any property or asset now owned or hereafter acquired by it, or assign or\nsell any income or revenues (including accounts receivable) or rights in respect\nof any thereof, except:\n\n              (i)    Liens created under the Security Documents;\n\n              (ii)   Permitted Encumbrances;\n\n              (iii)  any Lien on any property or asset of the Parent, the\n       Borrower or any Subsidiary existing on the date hereof and set forth in\n       Schedule 6.02; PROVIDED that (A) such Lien shall not apply to any other\n       property or asset of the Parent, the Borrower or any Subsidiary and (B)\n       such Lien shall secure only those obligations which it secures on the\n       date hereof; and\n\n              (iv)   Liens on equipment, inventory, general intangibles or real\n       property (other than assets constituting Collateral or other assets that\n       become accessions to assets constituting Collateral or the removal or\n       loss of which would adversely affect the value of any assets constituting\n       Collateral) acquired, constructed or improved by the Parent, the Borrower\n       or a Subsidiary; provided that (A) such Liens secure only Indebtedness\n\n\n                                    * INDICATES CONFIDENTIAL TREATMENT REQUESTED\n\n                                       52\n\n\n\n       permitted by clause (iv) (or until the Partial Termination Date, clause\n       (viii)) of Section 6.01 or a refinancing thereof permitted by clause (v)\n       of Section 6.01, (B) such Liens and the Indebtedness secured thereby are\n       incurred prior to or within 90 days after such acquisition, construction\n       or improvement of such equipment, inventory, general intangibles or real\n       property, (C) the Indebtedness secured thereby does not exceed 100% of\n       the cost of acquiring such equipment, inventory or general intangibles or\n       acquiring, constructing or improving such real property and (D) such\n       Liens shall not apply to any other property or assets of the Borrower or\n       any Subsidiary (or until the Partial Termination Date, the Parent).\n\nNotwithstanding the foregoing, the Borrower will not, and it will not permit any\nSubsidiary to, create, incur, assume or permit to exist any Lien on any\nCollateral consisting of equipment acquired under the Supply Agreement except\n(i) Liens created under the Security Documents and (ii) Liens described in the\ndefinition of clauses (a) and (b) of Permitted Encumbrances.\n\n              Section 6.03. FUNDAMENTAL CHANGES.\n\n              (a)    Neither the Parent nor the Borrower will, and neither of\nthem will permit any Subsidiary to, merge into or consolidate with any other\nPerson, or permit any other Person to merge into or consolidate with it, or\nsell, transfer, lease or otherwise dispose of (in one transaction or in a series\nof transactions) all or substantially all of its assets, or all or substantially\nall of the stock of any of its Subsidiaries (in each case, whether now owned or\nhereafter acquired), or liquidate or dissolve, except that, if at the time\nthereof and immediately after giving effect thereto no Default shall have\noccurred and be continuing (i) the Parent may merge with or into any other\nPerson so long as the Parent is the surviving entity, (ii) the Borrower may\nmerge with or into any other Person so long as the Borrower is the surviving\nentity and remains a wholly owned subsidiary of the Parent, (iii) any Subsidiary\nmay merge with or into any other wholly owned Subsidiary in a transaction in\nwhich the surviving entity is a Subsidiary and any Subsidiary may merge with or\ninto Borrower in a transaction in which the Borrower is the surviving entity,\n(iv) any Subsidiary may sell, transfer, lease or otherwise dispose of its assets\nto the Borrower or to another Subsidiary and (v) any Subsidiary may liquidate or\ndissolve if the Borrower determines in good faith that such liquidation or\ndissolution is in its best interests and is not disadvantageous to the Lenders.\n\n              (b)    Neither the Parent nor the Borrower will, and neither of\nthem will permit any Subsidiary to, and the Parent will not permit any of its\nother subsidiaries, to engage to any material extent in any business other than\na Qualifying Business and any businesses incidental, related or ancillary to, or\nwhich are entered into as a means of facilitating or enhancing, any of the\nforegoing.\n\n              Section 6.04. INVESTMENTS, LOANS, ADVANCES, GUARANTEES AND\nACQUISITIONS; ASSET SALES.\n\n              (a)    The Borrower will not, and neither the Parent nor the\nBorrower will permit any Subsidiary to, purchase, hold or acquire (including\npursuant to any merger with any Person that was not a wholly owned Subsidiary\nprior to such merger) any capital stock, evidences of indebtedness or other\nsecurities (including any option, warrant or other right to\n\n\n                                       53\n\n\n\nacquire any of the foregoing) of, make or permit to exist any loans or advances\nto, Guarantee any obligations of, or make or permit to exist any investment or\nany other interest in, any other Person, or purchase or otherwise acquire (in\none transaction or a series of transactions) any assets of any other Person\nconstituting a business unit, except:\n\n              (i)    Permitted Investments;\n\n              (ii)   investments by the Borrower in the capital stock of the\n       Subsidiaries and investments by any Subsidiary in the capital stock of\n       other Subsidiaries;\n\n              (iii)  loans or advances made by the Borrower to any Subsidiary or\n       made by any Subsidiary to the Borrower or any other Subsidiary; PROVIDED\n       that any such Indebtedness shall be subordinated to the Obligations of\n       the Borrower or the Subsidiary, as applicable, pursuant to a written\n       subordination agreement in form and substance satisfactory to the\n       Required Lenders;\n\n              (iv)   investments received in connection with the bankruptcy or\n       reorganization of, or settlement of delinquent accounts and disputes\n       with, customers and suppliers, in each case in the ordinary course of\n       business;\n\n              (v)    (A) payroll, travel and similar advances made in the\n       ordinary course of business that are expected at the time such advances\n       are made ultimately to be treated as expenses in accordance with GAAP and\n       (B) other loans and advances by the Borrower or any Subsidiary to their\n       respective directors, officers or employees in an aggregate principal\n       amount not exceeding $400,000 at any one time outstanding;\n\n              (vi)   investments existing on the date hereof and set forth on\n       Schedule 6.04; and\n\n              (vii)  Guarantees pursuant to the Loan Documents. \n\n              (b)    The Borrower will not, and neither the Parent nor the\nBorrower will permit any Subsidiary to, sell, transfer, lease or otherwise\ndispose of any asset, including any capital stock of or ownership interest in\nany other Person owned by it, and the Borrower will not permit any Subsidiary to\nissue (other than to the Borrower or a wholly owned Subsidiary) any additional\nshares of its capital stock or other ownership interest in such Subsidiary,\nexcept:\n\n              (i)    transfers constituting investments permitted by paragraph\n       (a) of this Section or Restricted Payments permitted by Section 6.06;\n\n              (ii)   sales, transfers and dispositions to the Borrower or a\n       Subsidiary;\n\n              (iii)  sales, transfers and dispositions of obsolete, uneconomic\n       or surplus assets made when no Default has occurred and is continuing; \n\n              (iv)   dispositions of inventory (other than equipment) in the\n       ordinary course of business; and\n\n\n                                       54\n\n\n\n              (v)    non-exclusive licenses of software to customers of the\n       Borrower or any Subsidiary in the ordinary course of business. \n\nPROVIDED that all sales, transfers, leases and other dispositions permitted\nhereby (other than pursuant to clause (iii) above) shall be made for fair value\nand solely for cash consideration.\n\n              (c)    Until the Partial Termination Date, the Parent will not\npurchase, hold or acquire (including pursuant to any merger with any Person that\nwas not a wholly owned subsidiary prior to such merger) any capital stock,\nevidences of indebtedness or other securities (including any option, warrant or\nother right to acquire any of the foregoing) of, make or permit to exist any\nloans or advances to, Guarantee any obligations of, or make or permit to exist\nany investment or any other interest in, any other Person, or purchase or\notherwise acquire (in one transaction or a series of transactions) any assets of\nany other Person constituting a business unit, except:\n\n              (i)    Permitted Investments;\n\n              (ii)   investments in the capital stock of the Borrower or the\n       Subsidiaries;\n\n              (iii)  loans or advances made to the Borrower or any Subsidiary; \n\n              (iv)   investments in the capital stock of or other equity\n       interests in, and loans and advances to, any Person (other than the\n       Borrower and the Subsidiaries) provided that the aggregate amount of such\n       investments, loans and advances made shall not exceed the amount of the\n       aggregate net cash proceeds of the issuance and sale after the date\n       hereof by the Parent of any of its capital stock or any Indebtedness\n       incurred pursuant to Section 6.01(vii).\n\n              (v)    investments received in connection with the bankruptcy or\n       reorganization of, or settlement of delinquent accounts and disputes\n       with, customers and suppliers, in each case in the ordinary course of\n       business; \n\n              (vi)   (A) payroll, travel and similar advances made in the\n       ordinary course of business that are expected at the time such advances\n       are made ultimately to be treated as expenses in accordance with GAAP and\n       (B) other loans and advances by the Parent to its directors, officers or\n       employees, PROVIDED that the aggregate principal amount of loans and\n       advances of the type described under this clause (vi) and Section\n       6.04(a)(v) at any one time outstanding shall not exceed $400,000;\n\n              (vii)  Guarantees by the Parent of the obligations (other than\n       Indebtedness) of any subsidiary of the Parent required by any\n       Governmental Authority in connection with the application by such\n       subsidiary for certification as a competitive local exchange carrier; and\n\n              (viii) Guarantees by the Parent pursuant to the Loan Documents. \n\n\n                                       55\n\n\n\n              (d)    Until the Partial Termination Date, the Parent will not\nsell, transfer, lease or otherwise dispose of any asset, including any capital\nstock of or ownership interest in any other Person owned by it, except:\n\n              (i)    transfers constituting investments permitted by paragraph\n       (c) of this Section;\n\n              (ii)   sales, transfers and dispositions to the Borrower or a\n       Subsidiary;\n\n              (iii)  sales, transfers and dispositions of obsolete, uneconomic\n       or surplus assets made when no Default has occurred and is continuing;\n\n              (iv)   dispositions of inventory (other than equipment) in the\n       ordinary course of business; and\n\n              (v)    non-exclusive licenses of software to customers of the\n       Parent in the ordinary course of business; \n\nPROVIDED that all sales, transfers, leases and other dispositions permitted\npursuant to clauses (i) and (iv) above shall be made for fair value and solely\nfor cash consideration and all sales, transfers, leases and other dispositions\npermitted pursuant to clause (ii) shall be made solely for capital stock or\nIndebtedness of the Borrower.\n\n              (e)    The Parent will not sell, transfer, lease or otherwise\ndispose of any capital stock, ownership interest or other investment in the\nBorrower owned by it, or permit the Borrower to issue any capital stock to any\nPerson other than the Parent. \n\n              Section 6.05. HEDGING AGREEMENTS.  The Borrower will not, and\nneither the Parent nor the Borrower will permit any Subsidiary to, enter into\nany Hedging Agreement, other than Hedging Agreements required by Section 5.13\nand other Hedging Agreements entered into in the ordinary course of business to\nhedge or mitigate risks to which the Borrower or any Subsidiary is exposed in\nthe conduct of its business or the management of its liabilities.\n\n              Section 6.06. RESTRICTED PAYMENTS.  The Borrower will not, and\nneither the Parent nor the Borrower will permit any Subsidiary to, declare or\nmake, or agree to pay or make, directly or indirectly, any Restricted Payment,\nexcept (i) the Borrower may make Restricted Payments to the Parent (x) in\nadditional shares of its common stock or Permitted Preferred Stock (including\noptions, warrants and other rights to purchase shares of such common stock or\nPermitted Preferred Stock), and (y) in cash in an amount not exceeding any\namount that shall be then due and payable by the Borrower in respect of any\nSubordinated Indebtedness, provided that any such Restricted Payment may be made\nonly to the extent that such amount then due and payable may be paid by the\nBorrower in compliance with the subordination agreement applicable to the\npayment of such Subordinated Indebtedness, and (ii) Subsidiaries may make\nRestricted Payments to the Borrower or other wholly owned Subsidiaries.  Until\nthe Partial Termination Date, the Parent will not declare or make, or agree to\npay or make, directly or indirectly, any Restricted Payment.\n\n\n                                       56\n\n\n\n              Section 6.07. TRANSACTIONS WITH AFFILIATES.  The Borrower will\nnot, and neither the Parent nor the Borrower will permit any Subsidiary to,\nsell, lease or otherwise transfer any property or assets to, or purchase, lease\nor otherwise acquire any property or assets from, or otherwise engage in any\nother transactions with, any of its Affiliates, except (a) transactions that are\nat prices and on terms and conditions not less favorable to the Borrower or such\nSubsidiary than could be obtained on an arm's-length basis from unrelated third\nparties, (b) transactions between or among the Borrower and the Subsidiaries not\ninvolving any other Affiliate; and (c) pursuant to the Administrative \nAgreement.\n\n              Section 6.08. RESTRICTIVE AGREEMENTS.  The Borrower will not, and\nneither the Parent nor the Borrower will permit any Subsidiary to, directly or\nindirectly, enter into, incur or permit to exist any agreement or other\narrangement that prohibits, restricts or imposes any condition upon the ability\nof any Subsidiary to pay dividends or other distributions with respect to any\nshares of its capital stock or to make or repay loans or advances to the\nBorrower or to Guarantee Indebtedness of the Borrower; PROVIDED that (a) the\nforegoing shall not apply to restrictions and conditions imposed by law or by\nany Loan Document and (b) the foregoing shall not apply to restrictions and\nconditions existing on the date hereof identified on Schedule 6.08 (but shall\napply to any extension or renewal of, or any amendment or modification expanding\nthe scope of, any such restriction or condition).\n\n              Section 6.09. REPAYMENT OF INDEBTEDNESS.  The Borrower will not\nmake any Repayment in respect of any Subordinated Indebtedness in violation of\nthe subordination agreement applicable to the payment of such Subordinated\nIndebtedness.\n\n              Section 6.10. LIMITATION ON SALE-LEASEBACK TRANSACTIONS.  The\nBorrower will not, and neither the Parent nor the Borrower will permit any\nSubsidiary to, enter into any arrangement, directly or indirectly, whereby it\nshall sell or transfer any property, real or personal, used or useful in its\nbusiness, whether now owned or hereafter acquired, and thereafter rent or lease\nsuch property or other property that it intends to use for substantially the\nsame purpose or purposes as the property sold or transferred, except for any\nsuch sale of any fixed or capital asset that is made for cash consideration in\nan amount not less than the cost of such fixed or capital asset and is\nconsummated within 90 days after the Borrower or such Subsidiary acquires or\ncompletes the construction of such fixed or capital asset.\n\n              Section 6.11. SENIOR INDEBTEDNESS TO TOTAL CAPITALIZATION. \nNeither the Parent nor the Borrower will permit the ratio of Senior Indebtedness\nto Total Capitalization at any time during any period set forth below to be\ngreater than the ratio set forth below opposite such period:\n\n              Period                                         Ratio\n              ------                                         -----\n\n              On or after the Effective Date, but prior to   [  *  ]\n              March 31, 2001    \n\n              On or after March 31, 2001, but prior to       [  *  ]\n\n\n                                    * INDICATES CONFIDENTIAL TREATMENT REQUESTED\n\n                                       57\n\n\n\n              Period                                         Ratio\n              ------                                         -----\n              June 30, 2003         \n\n              On or after June 30, 2003, but prior to        [  *  ]\n              December 31, 2003\n\n              On or after December 31, 2003, but prior       [  *  ]\n              to March 31, 2004\n\n              On or after March 31, 2004, but prior          [  *  ]\n              to June 30, 2004\n\n              On or after June 30, 2004, but prior           [  *  ]\n              to March 30, 2005\n\n              On or after March 30, 2005                     [  *  ]\n\n\n              Section 6.12. CONSOLIDATED INDEBTEDNESS TO TOTAL CAPITALIZATION. \nNeither the Parent nor the Borrower will permit the ratio of Consolidated\nIndebtedness to Total Capitalization at any time during any period set forth\nbelow to be greater than the ratio set forth below opposite such period:\n\n\n              Period                                         Ratio\n              ------                                         -----\n\n              On or after the Effective Date, but prior     [  *  ]\n              to March 31, 2000     \n\n              On or after March 31, 2000, but prior         [  *  ]\n              to March 31, 2001\n\n              On or after March 31, 2001, but prior         [  *  ]\n              to June 30, 2003\n\n              On or after June 30, 2003                     [  *  ]\n\n              Section 6.13. CONSOLIDATED INDEBTEDNESS TO ANNUALIZED EBITDA. \nNeither the Parent nor the Borrower will permit the ratio of (a) Consolidated\nIndebtedness to (b) Annualized EBITDA at any time during any period set forth\nbelow to be greater than the ratio set forth below opposite such period:\n\n\n              Period                                         Ratio\n              ------                                         -----\n\n              On or after September 30, 2001, but prior      [  *  ]\n\n\n                                    * INDICATES CONFIDENTIAL TREATMENT REQUESTED\n\n                                       58\n\n\n\n              Period                                         Ratio\n              ------                                         -----\n \n              to December 31, 2001\n\n              On or after December 31, 2001, but prior       [  *  ]\n              to September 30, 2002\n\n              On or after September 30, 2002, but prior      [  *  ]\n              to December 31, 2002\n\n              On or after December 31, 2002                  [  *  ]\n\n\n              Section 6.14. SENIOR INDEBTEDNESS TO ANNUALIZED EBITDA.  Neither\nthe Parent nor Borrower will permit the ratio of (a) Senior Indebtedness to (b)\nAnnualized EBITDA at any time during any period set forth below to be greater\nthan the ratio set forth below opposite such period:\n\n              Period                                         Ratio\n              ------                                         -----\n\n              On or after June 30, 2001, but prior to        [  *  ]\n              September 30, 2001\n\n              On or after September 30, 2001, but prior      [  *  ]\n              to December 31, 2001\n\n              On or after December 31, 2001, but prior       [  *  ]\n              to September 30, 2002\n\n              On or after September 30, 2002, but prior      [  *  ]\n              to December 31, 2002\n\n              On or after December 31, 2002, but prior       [  *  ]\n              to June 30, 2003\n \n              On or after June 30, 2003                      [  *  ]\n\n\n              Section 6.15. ANNUALIZED EBITDA TO CONSOLIDATED INTEREST EXPENSE. \nNeither the Parent nor the Borrower will permit the ratio of (a) Annualized\nEBITDA to (b) Consolidated Interest Expense for the period of four fiscal\nquarters then most recently ended at any time during any period set forth below\nto be less than the ratio set forth below opposite such period:\n\n              Period                                         Ratio\n              ------                                         -----\n\n              On or after June 30, 2001, but prior to        [  *  ]\n\n\n                                    * INDICATES CONFIDENTIAL TREATMENT REQUESTED\n\n                                       59\n\n\n\n              Period                                         Ratio\n              ------                                         -----\n\n              September 30, 2001\n\n              On or after September 30, 2001, but prior      [  *  ]\n              to December 31, 2001\n\n              On or after December 31, 2001, but prior       [  *  ]\n              to September 30, 2002   \n\n              On or after September 30, 2002, but prior      [  *  ]\n              to June 30, 2004\n\n              On or after June 30, 2004                      [  *  ]\n\n\n              Section 6.16. ANNUALIZED EBITDA TO CONSOLIDATED DEBT SERVICE. \nNeither the Parent nor the Borrower will permit the ratio of (a) Annualized\nEBITDA to (b) Consolidated Debt Service for the period of four fiscal quarters\nthen most recently ended at any time during any period set forth below to be\nless than the ratio set forth below opposite such period:\n\n              Period                                         Ratio\n              ------                                         -----\n\n              On or after June 30, 2001, but prior to        [  *  ]\n              September 30, 2001\n\n              On or after September 30, 2001, but prior      [  *  ]\n              to December 31, 2001\n\n              On or after December 31, 2001                  [  *  ]\n\n              Section 6.17. CONSOLIDATED GROSS REVENUES.  Neither the Parent nor\nthe Borrower will permit Consolidated Gross Revenues for any 12-calendar month\nperiod ended on any date set forth below to be less than the amount set forth\nbelow opposite such date:\n\n               December 31, 1999                            [  *  ]\n \n               March 31, 2000                               [  *  ]\n \n               June 30, 2000                                [  *  ]\n\n               September 30, 2000                           [  *  ]\n\n               December 31, 2000                            [  *  ]\n\n\n                                    * INDICATES CONFIDENTIAL TREATMENT REQUESTED\n\n                                       60\n\n\n\n               March 31, 2001                               [  *  ]\n\n               June 30, 2001                                [  *  ]\n\n               September 30, 2001                           [  *  ]\n\n               December 31, 2001                            [  *  ]\n\n               March 31, 2002                               [  *  ]\n\n               June 30, 2002                                [  *  ]\n\n               September 30, 2002                           [  *  ]\n\n               December 31, 2002                            [  *  ]\n\n\n              Section 6.18. MINIMUM SUBSCRIBERS.  Neither the Parent nor the\nBorrower will permit the minimum number of Subscribers as of any date set forth\nbelow to be less than the number set forth opposite such date:\n\n\n              Date                                               Number\n              ----                                               ------\n              September 30, 1999                                 [  *  ]\n \n              December 31, 1999                                  [  *  ]\n \n              March 31, 2000                                     [  *  ]\n\n              June 30, 2000                                      [  *  ]\n\n              September 30, 2000                                 [  *  ]\n\n              December 31, 2000                                  [  *  ]\n\n              March 31, 2001                                     [  *  ]\n\n              June 30, 2001                                      [  *  ]\n\n              September 30, 2001                                 [  *  ]\n\n              December 31, 2001                                  [  *  ]\n\n              March 31, 2002                                     [  *  ]\n\n              June 30, 2002                                      [  *  ]\n\n              September 30, 2002                                 [  *  ]\n\n\n                                    * INDICATES CONFIDENTIAL TREATMENT REQUESTED\n\n                                       61\n\n\n\n              December 31, 2002                                  [  *  ]\n\n              Section 6.19. CONSOLIDATED PARENT INDEBTEDNESS TO TOTAL PARENT\nCAPITALIZATION.  The Parent will not permit the ratio (a) of Consolidated Parent\nIndebtedness to (b) Total Parent Capitalization at any time during any period\nset forth below to be greater than the ratio set forth below opposite such\nperiod:\n\n              Period                                          Ratio\n              ------                                          -----\n\n              On or after the Effective Date, but \n              prior to March 31, 2000                          [  *  ]\n\n              On or after March 31, 2000, but \n              prior to June 30, 2001                           [  *  ]\n\n              On or after June 30, 2001, but \n              prior to June 30, 2003                           [  *  ]\n\n              On or after June 30, 2003                        [  *  ]\n\n\n              Section 6.20.  CONSOLIDATED PARENT INDEBTEDNESS TO ANNUALIZED \nPARENT EBITDA.  The Parent will not permit the ratio of (a) Consolidated \nParent Indebtedness to (b) Annualized Parent EBITDA at any time during any \nperiod set forth below to exceed the ratio set forth below opposite such \nperiod:\n\n               Period                                         Ratio\n               ------                                         -----\n\n               On or after September 30, 2001, but \n               prior to June 30, 2002                         [  *  ]\n\n               On or after June 30, 2002, but \n               prior to June 30, 2003                         [  *  ]\n\n               On or after June 30, 2003                      [  *  ]\n\n               Section 6.21. USE OF COLLATERAL.  \n\n              (a)    Except as otherwise provided in clause (b) of this Section\n6.21, neither the Parent nor the Borrower will permit, and neither of them will\npermit any Subsidiary to permit, any tangible asset constituting Collateral to\nbe located (i) outside a Permitted UCC Jurisdiction, (ii) outside the possession\nof the Borrower or a Subsidiary or (iii) on any property not (A) owned by the\nBorrower or a Subsidiary or (B) leased by the Borrower or a Subsidiary (or\nsubject to an \n\n\n                                    * INDICATES CONFIDENTIAL TREATMENT REQUESTED\n\n                                       62\n\n\n\ninterconnection agreement granting rights to the Borrower or Subsidiary\nsubstantially similar to a lease) from a Person that has not delivered a\nLandlord Letter to the Agents.\n\n              (b)    The Parent or the Borrower may permit, and either of them\nmay permit any Subsidiary to permit, (i) Collateral other than Lucent Product to\nbe in the possession of or located on property owned or leased by the Parent (or\nsubject to an interconnection agreement granting rights to the Parent\nsubstantially similar to a lease) until the Partial Termination Date; (ii)\nBorrower-Related Collateral to be in the possession of the Parent and located on\nproperty owned or leased by the Parent; and (iii) Collateral other than Lucent\nProduct to be located at the principal office of the Parent and the Borrower\nwithout the delivery by the lessor of such property of a Landlord Letter to the\nAgents.\n\n              (c)    This Section 6.21 shall not be construed to prohibit (i)\nthe return of any asset constituting Collateral to the vendor thereof for\nrepairs, services, modifications or other similar purposes or (ii) the storage\nof any asset constituting Collateral in any warehouse or similar facility.\n\n              (d)    Neither the Parent nor the Borrower will permit any asset\nconstituting Collateral to be located outside a Permitted UCC Jurisdiction\nunless (i) the Parent or the Borrower shall have notified the Lenders thereof\nreasonably in advance of any such assets being transferred outside the Permitted\nUCC Jurisdiction and (ii) the Required Lenders shall be reasonably satisfied\nthat (A) the laws of the jurisdiction in which such assets are to be located\nadequately protect the interests of the Lenders in such Collateral, (B) the\nsecurity interests in such Collateral granted under the Security Documents will\ncontinue to be adequately protected and perfected, (C) there are not any\nmaterial risks relating to the political or economic stability of the\njurisdiction in which such Collateral is to be located or the Person that will\npossess such Collateral in such jurisdiction, and (D) the location of such\nCollateral in such jurisdiction is not otherwise materially disadvantageous to\nthe Lenders.  The Borrower shall deliver to the Lenders, with a copy to the\nAgents, such legal opinions and other documentation as either Agent or the\nRequired Lenders shall reasonably request in connection with their consideration\nor approval of any proposed transfer of Collateral outside a Permitted UCC\nJurisdiction.\n\n                                  ARTICLE VII\n\n                               EVENTS OF DEFAULT\n\n              If any of the following events (\"EVENTS OF DEFAULT\") shall occur:\n\n              (a)    the Borrower shall fail to pay any principal of any Loan\nwhen and as the same shall become due and payable, whether at the due date\nthereof or at a date fixed for prepayment thereof or otherwise;\n\n              (b)    the Borrower shall fail to pay any interest on any Loan or\nany fee or any other amount (other than an amount referred to in clause (a) of\nthis Article) payable under this Agreement, when and as the same shall become\ndue and payable, and such failure shall continue unremedied for a period of five\ndays (in the case of interest or fees) or five days after notice thereof from\nthe Administrative Agent or any Lender (in the case of any such other amount);\n\n\n                                       63\n\n\n\n              (c)    any representation or warranty made or deemed made by or on\nbehalf of any Loan Party in or in connection with any Loan Document or any\namendment or modification thereof or waiver thereunder, or in any report,\ncertificate, financial statement or other document furnished pursuant to or in\nconnection with any Loan Document or any amendment or modification thereof or\nwaiver thereunder, shall prove to have been incorrect in any respect (or, in the\ncase of any representation or warranty that is not qualified as to materiality,\nin any material respect) when made or deemed made;\n\n              (d)    the Parent or the Borrower shall fail to observe or perform\nany covenant, condition or agreement contained in Section 5.02(a)(i), 5.04 (with\nrespect to the legal existence of the Parent or the Borrower and subject to the\nproviso contained therein) or 5.10 or in Article VI;\n\n              (e)    any Loan Party shall fail to observe or perform any\ncovenant, condition or agreement contained in any Loan Document (other than\nthose specified in clause (a), (b) or (d) of this Article), and such failure\nshall continue unremedied for a period of 30 days after notice thereof from the\nAdministrative Agent to the Borrower (which notice will be given at the request\nof any Lender);\n\n              (f)    any Loan Party shall fail to make any payment (whether of\nprincipal or interest and regardless of amount) in respect of any Material\nIndebtedness, when and as the same shall become due and payable (after giving\neffect to any period of grace expressly applicable thereto);\n\n              (g)    any event or condition occurs that results in any Material\nIndebtedness becoming due prior to its scheduled maturity or that enables or\npermits (after giving effect to any period of grace expressly applicable\nthereto) the holder or holders of any Material Indebtedness or any trustee or\nagent on its or their behalf to cause any Material Indebtedness to become due,\nor to require the prepayment, repurchase, redemption or defeasance thereof,\nprior to its scheduled maturity; PROVIDED that this clause (g) shall not apply\nto secured Indebtedness that becomes due as a result of the voluntary sale or\ntransfer of the property or assets securing such Indebtedness;\n\n              (h)    an involuntary proceeding shall be commenced or an\ninvoluntary petition shall be filed seeking (i) liquidation, reorganization or\nother relief in respect of the Parent, the Borrower or any Subsidiary or its\ndebts, or of a substantial part of its assets, under any Federal, state or\nforeign bankruptcy, insolvency, receivership or similar law now or hereafter in\neffect or (ii) the appointment of a receiver, trustee, custodian, sequestrator,\nconservator or similar official for the Parent, the Borrower or any Subsidiary\nor for a substantial part of its assets, and, in any such case, such proceeding\nor petition shall continue undismissed for 60 days or an order or decree\napproving or ordering any of the foregoing shall be entered;\n\n              (i)    the Parent, the Borrower or any Subsidiary shall (i)\nvoluntarily commence any proceeding or file any petition seeking liquidation,\nreorganization or other relief under any Federal, state or foreign bankruptcy,\ninsolvency, receivership or similar law now or hereafter in effect, (ii) consent\nto the institution of, or fail to contest in a timely and appropriate manner,\nany proceeding or petition described in clause (h) of this Article, (iii) apply\nfor or consent to the appointment of a receiver, trustee, custodian,\nsequestrator, conservator or similar official for the\n\n\n                                       64\n\n\n\nParent, the Borrower or any Subsidiary or for a substantial part of its assets,\n(iv) file an answer admitting the material allegations of a petition filed\nagainst it in any such proceeding, (v) make a general assignment for the benefit\nof creditors or (vi) take any action for the purpose of effecting any of the\nforegoing;\n\n              (j)    the Parent, the Borrower or any Subsidiary shall become\nunable, admit in writing its inability or fail generally to pay its debts as\nthey become due;\n\n              (k)    one or more judgments for the payment of money in an\naggregate amount in excess of $500,000 shall be rendered against the Parent, the\nBorrower or any Subsidiary or any combination thereof and the same shall remain\nundischarged for a period of 30 consecutive days during which execution shall\nnot be effectively stayed, or any action shall be legally taken by a judgment\ncreditor to attach or levy upon any assets of the Parent, the Borrower or any\nSubsidiary to enforce any such judgment;\n\n              (l)    any Lien on any material portion of the Collateral\npurported to be created under the Security Documents shall cease to be, or shall\nbe asserted by the Parent, the Borrower or any Subsidiary not to be, a valid and\nperfected Lien on any Collateral, with the priority required by the Security\nDocuments, except as a result of the sale or other disposition of the applicable\nCollateral in a transaction permitted under the Loan Documents;\n\n              (m)    a Change in Control shall occur;\n\n              (n)    the loss, revocation, suspension or material impairment of\nany license or agreement (or combination of licenses and agreements) of (i) the\nParent or (ii) the Borrower and the Subsidiaries shall occur that results in or\ncould reasonably be expected to result in a Material Adverse Effect; or\n\n              (o)    an ERISA Event shall have occurred that when taken together\nwith all other ERISA Events that have occurred, could reasonably be expected to\nresult in a Material Adverse Effect; then, and in every such event (other than\nan event with respect to the Borrower described in clause (h) or (i) of this\nArticle), and at any time thereafter during the continuance of such event, the\nAdministrative Agent may, and at the request of the Required Lenders shall, by\nnotice to the Borrower, take either or both of the following actions, at the\nsame or different times:  (i) terminate the Commitments, and thereupon the\nCommitments shall terminate immediately, and (ii) declare the Loans then\noutstanding to be due and payable in whole (or in part, in which case any\nprincipal not so declared to be due and payable may thereafter be declared to be\ndue and payable), and thereupon the principal of the Loans so declared to be due\nand payable, together with accrued interest thereon and all fees and other\nobligations of the Borrower accrued hereunder, shall become due and payable\nimmediately, without presentment, demand, protest or other notice of any kind,\nall of which are hereby waived by the Borrower; and in case of any event with\nrespect to the Borrower described in clause (h) or (i) of this Article, the\nCommitments shall automatically terminate and the principal of the Loans then\noutstanding, together with accrued interest thereon and all fees and other\nobligations of the Borrower accrued hereunder, shall automatically become due\nand payable, without presentment, demand, protest or other notice of any kind,\nall of which are hereby waived by the Borrower.\n\n\n                                       65\n\n\n\n                                  ARTICLE VIII\n\n                                   THE AGENTS\n\n              Each of the Lenders hereby irrevocably appoints each Agent as its\nagent and authorizes each Agent to take such actions on its behalf and to\nexercise such powers as are delegated to such Agent by the terms of the Loan\nDocuments, together with such actions and powers as are reasonably incidental\nthereto.\n\n              Any Person serving as an Agent hereunder shall have the same\nrights and powers in its capacity as a Lender as any other Lender and may\nexercise the same as though it were not an Agent, and such Person and its\nAffiliates may accept deposits from, lend money to and generally engage in any\nkind of business with the Parent or any Subsidiary or other Affiliate thereof as\nif it were not an Agent hereunder.\n\n              Neither Agent shall have any duties or obligations except those\nexpressly set forth in the Loan Documents.  Without limiting the generality of\nthe foregoing, (a) neither Agent shall be subject to any fiduciary or other\nimplied duties, regardless of whether a Default has occurred and is continuing,\n(b) neither Agent shall have any duty to take any discretionary action or\nexercise any discretionary powers, except discretionary rights and powers\nexpressly contemplated by the Loan Documents that such Agent is required to\nexercise in writing by the Required Lenders (or such other number or percentage\nof the Lenders as shall be necessary under the circumstances as provided in\nSection 9.02), and (c) except as expressly set forth in the Loan Documents,\nneither Agent shall have any duty to disclose, and shall not be liable for the\nfailure to disclose, any information relating to the Parent or any of its\nSubsidiaries that is communicated to or obtained by the Person serving as Agent\nor any of its Affiliates in any capacity.  Neither Agent shall be liable for any\naction taken or not taken by it with the consent or at the request of the\nRequired Lenders (or such other number or percentage of the Lenders as shall be\nnecessary under the circumstances as provided in Section 9.02) or in the absence\nof its own gross negligence or willful misconduct.  Each Agent shall be deemed\nnot to have knowledge of any Default unless and until written notice thereof is\ngiven to such Agent by a Loan Party or a Lender, and neither Agent shall be\nresponsible for or have any duty to ascertain or inquire into (i) any statement,\nwarranty or representation made in or in connection with any Loan Document, (ii)\nthe contents of any certificate, report or other document delivered thereunder\nor in connection therewith, (iii) the performance or observance of any of the\ncovenants, agreements or other terms or conditions set forth in any Loan\nDocument, (iv) the validity, enforceability, effectiveness or genuineness of any\nLoan Document or any other agreement instrument or document, or (v) the\nsatisfaction of any condition set forth in Article IV or elsewhere in any Loan\nDocument, other than to confirm receipt of items expressly required to be\ndelivered to such Agent.\n\n              Each Agent shall be entitled to rely upon, and shall not incur any\nliability for relying upon, any notice, request, certificate, consent,\nstatement, instrument, document or other writing believed by it to be genuine\nand to have been signed or sent by the proper Person.  Each Agent also may rely\nupon any statement made to it orally or by telephone and believed by it to be\nmade by the proper Person, and shall not incur any liability for relying\nthereon.  Each Agent may consult with legal counsel (who may be counsel for the\nParent or the Borrower), independent accountants and other experts selected by\nit, and shall not be liable for any action \n\n\n                                       66\n\n\n\ntaken or not taken by it in accordance with the advice of any such counsel,\naccountants or experts.\n\n              Each Agent may perform any and all its duties and exercise its\nrights and powers by or through any one or more sub-agents appointed by such\nAgent. Each Agent and any such sub-agent may perform any and all its duties and\nexercise its rights and powers through their respective Related Parties. The\nexculpatory provisions of the preceding paragraphs shall apply to any such\nsub-agent and to the Related Parties of each Agent and any such sub-agent, and\nshall apply to their respective activities in connection with the syndication of\nthe credit facilities provided for herein as well as activities as Agent.\n\n              Subject to the appointment and acceptance of a successor Agent as\nprovided in this paragraph, an Agent may resign at any time by notifying the\nLenders and the Borrower.  Upon any such resignation, the Required Lenders shall\nhave the right to appoint a successor with the approval of the Borrower (which\napproval shall not be unreasonably withheld or delayed and, if an Event of\nDefault has occurred and is continuing, shall not be required).  If no successor\nshall have been so appointed by the Required Lenders and shall have accepted\nsuch appointment within 30 days after the retiring Agent gives notice of its\nresignation, then the retiring Agent may, on behalf of the Lenders, appoint a\nsuccessor Agent with the approval of the Borrower (which approval shall not be\nunreasonably withheld or delayed and, if an Event of Default has occurred and is\ncontinuing, shall not be required) which shall be a bank with an office in New\nYork, New York, or an Affiliate of any such bank.  Upon the acceptance of its\nappointment as Agent hereunder by a successor, such successor shall succeed to\nand become vested with all the rights, powers, privileges and duties of the\nretiring Agent, and the retiring Agent shall be discharged from its duties and\nobligations hereunder.  The fees payable by the Borrower to a successor Agent\nshall be the same as those payable to its predecessor unless otherwise agreed\nbetween the Borrower and such successor.  After an Agent's resignation\nhereunder, the provisions of this Article and Section 9.03 shall continue in\neffect for the benefit of such retiring Agent, its sub-agents and their\nrespective Related Parties in respect of any actions taken or omitted to be\ntaken by any of them while it was acting as Agent.\n\n              Each Lender acknowledges that it has, independently and without\nreliance upon either Agent or any other Lender and based on such documents and\ninformation as it has deemed appropriate, made its own credit analysis and\ndecision to enter into this Agreement.  Each Lender also acknowledges that it\nwill, independently and without reliance upon either Agent or any other Lender\nand based on such documents and information as it shall from time to time deem\nappropriate, continue to make its own decisions in taking or not taking action\nunder or based upon this Agreement, any other Loan Document or related agreement\nor any document furnished hereunder or thereunder.\n\n                                   ARTICLE IX\n                                          \n                                  MISCELLANEOUS\n\n              Section 9.01. NOTICES.  Except in the case of notices and other\ncommunications expressly permitted to be given by telephone, all notices and\nother communications provided for\n\n\n                                       67\n\n\n\nherein shall be in writing and shall be delivered by hand or overnight courier\nservice, mailed by certified or registered mail or sent by telecopy, as follows:\n\n              (a)    if to the Borrower or the Parent, to it at 1099 18th\nStreet, Suite 700, Denver, Colorado 80202 (Telecopy No. (303) 226-8305);\n\n              (b)    if to the Collateral Agent, to it at 2 Avenue de Lafayette,\nBoston, Massachusetts 02111-174, Attention of Global Investor Services Group\nCorporate Trust (Telecopy No. (617) 662-1465);\n\n              (c)    if to the Administrative Agent, to it at 283 King George\nRoad, Warren, New Jersey 07059, Attention of Assistant Treasurer-Project Finance\n(Telecopy No. (908) 559-1711);\n\n              (d)    if to Lucent, to it at 283 King George Road, Warren, New\nJersey 07059, Attention of Assistant Treasurer-Project Finance (Telecopy No.\n(908) 559-1711); and\n\n              (e)    if to any other Lender, to it at its address (or telecopy\nnumber) set forth in its Administrative Questionnaire.\n\nAny party hereto may change its address or telecopy number for notices and other\ncommunications hereunder by notice to the other parties hereto.  All notices and\nother communications given to any party hereto in accordance with the provisions\nof this Agreement shall be deemed to have been given on the date of receipt.\n\n              Section 9.02. WAIVERS; AMENDMENTS.\n\n              (a)    No failure or delay by either Agent or any Lender in\nexercising any right or power hereunder or under any other Loan Document shall\noperate as a waiver thereof, nor shall any single or partial exercise of any\nsuch right or power, or any abandonment or discontinuance of steps to enforce\nsuch a right or power, preclude any other or further exercise thereof or the\nexercise of any other right or power.  The rights and remedies of the Agents and\nthe Lenders hereunder and under the other Loan Documents are cumulative and are\nnot exclusive of any rights or remedies that they would otherwise have.  No\nwaiver of any provision of any Loan Document or consent to any departure by any\nLoan Party therefrom shall in any event be effective unless the same shall be\npermitted by paragraph (b) of this Section, and then such waiver or consent\nshall be effective only in the specific instance and for the purpose for which\ngiven.  Without limiting the generality of the foregoing, the making of a Loan\nshall not be construed as a waiver of any Default, regardless of whether an\nAgent or any Lender may have had notice or knowledge of such Default at the\ntime.\n\n              (b)    Neither this Agreement nor any other Loan Document nor any\nprovision hereof or thereof may be waived, amended or modified except, in the\ncase of this Agreement, pursuant to an agreement or agreements in writing\nentered into by the Parent, the Borrower and the Required Lenders or, in the\ncase of any other Loan Document, pursuant to an agreement or agreements in\nwriting entered into by the applicable Agent and the Loan Party or Loan Parties\nthat are parties thereto with the consent of the Required Lenders; PROVIDED that\nno such agreement shall (i) increase the Commitment of any Lender without the\nwritten consent of such\n\n\n                                       68\n\n\n\nLender, (ii) reduce the principal amount of any Loan or reduce the rate of\ninterest on such Loan, or reduce any fees payable hereunder, without the written\nconsent of each Lender affected thereby, (iii) postpone the scheduled date of\npayment of the principal amount of any Loan or any interest thereon, or any fees\npayable hereunder, or reduce the amount of, waive or excuse any such payment, or\npostpone the scheduled date of expiration of any Commitment, without the written\nconsent of each Lender affected thereby, (iv) change Section 2.16(b) or (c) in a\nmanner that would alter the pro rata sharing of payments required thereby,\nwithout the written consent of each Lender, (v) change any of the provisions of\nthis Section or the definition of \"Required Lenders\" or any other provision of\nany Loan Document specifying the number or percentage of Lenders required to\nwaive, amend or modify any rights thereunder or make any determination or grant\nany consent thereunder, without the written consent of each Lender, (vi) release\nall or any substantial part of the Collateral from the Liens of the Security\nDocuments (except as expressly provided therein), without the written consent of\neach Lender, (vii) release the Parent or any Guarantor Subsidiary from its\nGuarantee under the Guarantee Agreement (except as expressly provided in the\nGuarantee Agreement) or limit or condition its obligations thereunder, without\nthe written consent of each Lender, or (viii) change any provisions of any Loan\nDocument in a manner that by its terms adversely affects the rights in respect\nof payments due to Lenders holding Loans of any Class differently than those\nholding Loans of any other Class, without the written consent of Lenders holding\na majority in interest of the outstanding Loans of each affected Class and, in\nthe case of a Class with respect to which the Availability Period has not ended,\na majority in interest of the Commitments (in addition to any other consents\nrequired by this sentence); PROVIDED FURTHER that no such agreement shall amend,\nmodify or otherwise affect the rights or duties of either Agent without the\nprior written consent of such Agent.\n\n              Section 9.03. EXPENSES; INDEMNITY; DAMAGE WAIVER.\n\n              (a)    Each of the Parent and the Borrower shall pay (i) all costs\nand expenses incurred by Lucent and each Agent, including the reasonable fees,\ncharges and disbursements of counsel for Lucent or the Agents, in connection\nwith the negotiation, preparation, execution and delivery of the Loan Documents\n(including, in the case of Lucent, expenses incurred in connection with its due\ndiligence activities) and (ii) all costs and expenses incurred by either Agent\nor any Lender, including the reasonable fees, charges and disbursements of any\ncounsel for either Agent or any Lender, in connection with (A) the enforcement\nor protection of its rights in connection with the Loan Documents, including its\nrights under this Section, or in connection with the Loans made hereunder,\nincluding all such costs and expenses incurred during any workout, restructuring\nor negotiations in respect of such Loans, and (B) in the case of Lucent and the\nAgents, the administration of, and any amendments, modifications, waivers or\nsupplements of or to the provisions of, any of the Loan Documents.\n\n              (b)    Each of the Parent and the Borrower shall indemnify each\nAgent and each Lender, and each Related Party of any of the foregoing Persons\n(each such Person being called an \"INDEMNITEE\") against, and hold each\nIndemnitee harmless from, any and all losses, claims, damages, liabilities and\nrelated expenses, including the reasonable fees, charges and disbursements of\nany counsel for any Indemnitee, incurred by or asserted against any Indemnitee\narising out of, in connection with, or as a result of (i) the execution or\ndelivery of any Loan Document or any other agreement or instrument contemplated\nhereby, the performance by the parties to the Loan Documents of their respective\nobligations thereunder or the consummation of\n\n\n                                       69\n\n\n\nthe Transactions or any other transactions contemplated hereby, (ii) any Loan or\nthe use of the proceeds therefrom, (iii) any actual or alleged presence or\nrelease of Hazardous Materials on or from any property owned or operated by the\nParent, the Borrower or any of the Subsidiaries or at which any Collateral is\nlocated, or any Environmental Liability related in any way to the Parent, the\nBorrower or any of its Subsidiaries, or (iv) any actual or prospective claim,\nlitigation, investigation or proceeding relating to any of the foregoing,\nwhether based on contract, tort or any other theory and regardless of whether\nany Indemnitee is a party thereto; PROVIDED that such indemnity shall not, as to\nany Indemnitee, be available to the extent that such losses, claims, damages,\nliabilities or related expenses have resulted from the gross negligence or\nwillful misconduct of such Indemnitee.\n\n              (c)    To the extent that the Parent and the Borrower fail to pay\nany amount required to be paid by it to either Agent under paragraph (a) or (b)\nof this Section, each Lender severally agrees to pay to such Agent such Lender's\npro rata share (determined as of the time that the applicable unreimbursed\nexpense or indemnity payment is sought) of such unpaid amount; PROVIDED that the\nunreimbursed expense or indemnified loss, claim, damage, liability or related\nexpense, as the case may be, was incurred by or asserted against such Agent in\nits capacity as such.  For purposes hereof, a Lender's \"pro rata share\" shall be\ndetermined based upon its share of the sum of the total outstanding Loans and\nCommitments at the time.\n\n              (d)    To the extent permitted by applicable law, neither the\nParent nor the Borrower shall assert, and each of them hereby waives, any claim\nagainst any Indemnitee, on any theory of liability, for special, indirect,\nconsequential or punitive damages (as opposed to direct or actual damages)\narising out of, in connection with, or as a result of, this Agreement or any\nagreement or instrument contemplated hereby, the Transactions, any Loan or the\nuse of the proceeds thereof.\n\n              (e)    All amounts due under this Section shall be payable not\nlater than 30 days after written demand therefor.\n\n              Section 9.04. SUCCESSORS AND ASSIGNS.\n\n              (a)    The provisions of this Agreement shall be binding upon and\ninure to the benefit of the parties hereto and their respective successors and\nassigns permitted hereby, except that neither the Parent nor the Borrower may\nassign or otherwise transfer any of its rights or obligations hereunder without\nthe prior written consent of each Lender (and any attempted assignment or\ntransfer by the Borrower without such consent shall be null and void).  Nothing\nin this Agreement, expressed or implied, shall be construed to confer upon any\nPerson (other than the parties hereto, their respective successors and assigns\npermitted hereby and, to the extent expressly contemplated hereby, the Related\nParties of each of the Agents and the Lenders) any legal or equitable right,\nremedy or claim under or by reason of this Agreement.\n\n              (b)    Any Lender may, without the consent of the Parent or the\nBorrower, assign to one or more Eligible Persons all or a portion of its rights\nand obligations under this Agreement (including all or a portion of its\nCommitment and the Loans at the time owing to it); PROVIDED that (i) except in\nthe case of an assignment to Lucent or a Lender or to an Affiliate of Lucent or\na Lender, the Administrative Agent must give its prior written consent to such\n\n\n                                       70\n\n\n\nassignment (which consent shall not be unreasonably withheld or delayed and,\nwhile an Event of Default has occurred and is continuing, shall not be\nrequired), (ii) except in the case of an assignment to Lucent, a Lender or an\nAffiliate of Lucent or a Lender or an assignment of the entire remaining amount\nof the assigning Lender's Commitment or entire remaining Loans of any Class, the\namount of the Commitment and Loans of such Class of the assigning Lender subject\nto each such assignment (determined as of the date the Assignment and Acceptance\nwith respect to such assignment is delivered to the Administrative Agent) shall\nnot be less than $1,000,000 unless the Borrower otherwise consents, (iii) each\npartial assignment shall be made as an assignment of a proportionate part of all\nthe assigning Lender's rights and obligations under this Agreement, except that\nthis clause (iii) shall not be construed to prohibit the assignment of a\nproportionate part of all of the assigning Lender's rights and obligations in\nrespect of (A) one or more Classes of Loans, (B) one or more Classes of Loans\nseparately from (or without assigning) Commitments or (C) Commitments separately\nfrom (or without assigning) Loans, (iv) the parties to each assignment shall\nexecute and deliver to the Administrative Agent an Assignment and Acceptance,\ntogether with a processing fee of $5,000, and (v) the assignee, if it shall not\nbe a Lender, shall deliver to the Administrative Agent an Administrative\nQuestionnaire.  Subject to acceptance and recording thereof pursuant to\nparagraph (d) of this Section, from and after the effective date specified in\neach Assignment and Acceptance the assignee thereunder shall be a party hereto\nand, to the extent of the interest assigned by such Assignment and Acceptance,\nhave the rights and obligations of a Lender under this Agreement, and the\nassigning Lender thereunder shall, to the extent of the interest assigned by\nsuch Assignment and Acceptance, be released from its obligations under this\nAgreement (and, in the case of an Assignment and Acceptance covering all of the\nassigning Lender's rights and obligations under this Agreement, such Lender\nshall cease to be a party hereto but shall continue to be entitled to the\nbenefits of Sections 2.13, 2.14, 2.15 and 9.03).  Any assignment or transfer by\na Lender of rights or obligations under this Agreement that does not comply with\nthis paragraph shall be treated for purposes of this Agreement as a sale by such\nLender of a participation in such rights and obligations in accordance with\nparagraph (e) of this Section.\n\n              (c)    The Administrative Agent, acting for this purpose as an\nagent of the Borrower, shall maintain at one of its offices a copy of each\nAssignment and Acceptance delivered to it and a register for the recordation of\nthe names and addresses of the Lenders, and the Commitments of, and principal\namount of the Loans owing to, each Lender pursuant to the terms hereof from time\nto time (the \"REGISTER\").  The entries in the Register shall be conclusive, and\nthe Borrower, the Agents and the Lenders may treat each Person whose name is\nrecorded in the Register pursuant to the terms hereof as a Lender hereunder for\nall purposes of this Agreement, notwithstanding notice to the contrary.  The\nRegister shall be available for inspection by the Borrower and any Lender, at\nany reasonable time and from time to time upon reasonable prior notice.\n\n              (d)    Upon its receipt of a duly completed Assignment and\nAcceptance executed by an assigning Lender and an assignee, the assignee's\ncompleted Administrative Questionnaire (unless the assignee shall already be a\nLender hereunder) and the processing fee referred to in clause (v) of paragraph\n(b) of this Section, subject to the Borrower's right to consent to such\nassignment to the extent provided in paragraph (b)(ii) of this Section and the\nAdministrative Agent's right to consent to such assignment to the extent\nprovided in paragraph (b) of this Section, the Administrative Agent shall accept\nsuch Assignment and Acceptance and\n\n\n                                       71\n\n\n\nrecord the information contained therein in the Register. No assignment shall be\neffective for purposes of this Agreement unless it has been recorded in the\nRegister as provided in this paragraph.\n\n              (e)    Any Lender may, without the consent of the Borrower or the\nAdministrative Agent, sell participations to one or more Eligible Persons (a\n\"PARTICIPANT\") in all or a portion of such Lender's rights and obligations under\nthis Agreement (including all or a portion of its Commitments and the Loans\nowing to it); PROVIDED that (i) such Lender's obligations under this Agreement\nshall remain unchanged, (ii) such Lender shall remain solely responsible to the\nother parties hereto for the performance of such obligations and (iii) the\nBorrower, the Agents and the other Lenders shall continue to deal solely and\ndirectly with such Lender in connection with such Lender's rights and\nobligations under this Agreement.  Any agreement or instrument pursuant to which\na Lender sells such a participation shall provide that such Lender shall retain\nthe sole right to enforce the Loan Documents and to approve any amendment,\nmodification or waiver of any provision of the Loan Documents; PROVIDED that\nsuch agreement or instrument may provide that such Lender will not, without the\nconsent of the Participant, agree to any amendment, modification or waiver\ndescribed in the first proviso to Section 9.02(b) that affects such Participant\nSubject to paragraph (f) of this Section, the Borrower agrees that each\nParticipant shall be entitled to the benefits of Sections 2.13, 2.14 and 2.15 to\nthe same extent as if it were a Lender and had acquired its interest by\nassignment pursuant to paragraph (b) of this Section provided that such\nParticipant agrees to be subject to Sections 2.15(f) and 2.17 as though it was a\nLender.  To the extent permitted by law, each Participant also shall be entitled\nto the benefits of Section 9.08 as though it were a Lender, provided such\nParticipant agrees to be subject to Section 2.16(c) as though it were a Lender.\n\n              (f)    A Participant that would be a Foreign Lender if it were a\nLender shall not be entitled to the benefits of Section 2.15 unless the Borrower\nis notified of the participation sold to such Participant and such Participant\nagrees, for the benefit of the Borrower, to comply with Section 2.15(e) as\nthough it were a Lender.\n\n              (g)    Any Lender may at any time pledge or assign a security\ninterest in all or any portion of its rights under this Agreement to secure\nobligations of such Lender, including any pledge or assignment to secure\nobligations to a Federal Reserve Bank, and this Section shall not apply to any\nsuch pledge or assignment of a security interest; PROVIDED that no such pledge\nor assignment of a security interest shall release a Lender from any of its\nobligations hereunder or substitute any such pledgee or assignee for such Lender\nas a party hereto.\n\n              Section 9.05. SURVIVAL.  All covenants, agreements,\nrepresentations and warranties made by the Loan Parties in the Loan Documents\nand in the certificates or other instruments delivered in connection with or\npursuant to this Agreement or any other Loan Document shall be considered to\nhave been relied upon by the other parties hereto and shall survive the\nexecution and delivery of the Loan Documents and the making of any Loans,\nregardless of any investigation made by any such other party or on its behalf\nand notwithstanding that either Agent or any Lender may have had notice or\nknowledge of any Default or incorrect representation or warranty at the time any\ncredit is extended hereunder, and shall continue in full force and effect as\nlong as the principal of or any accrued interest on any Loan or any fee or any\nother amount payable under this Agreement is outstanding and unpaid and so long\nas the\n\n\n                                       72\n\n\n\nCommitments have not expired or terminated. The provisions of Sections 2.13,\n2.14, 2.15 and 9.03 and Article VIII shall survive and remain in full force and\neffect regardless of the consummation of the transactions contemplated hereby,\nthe repayment of the Loans, the expiration or termination of the Commitments or\nthe termination of this Agreement or any provision hereof.\n\n              Section 9.06. COUNTERPARTS; INTEGRATION; EFFECTIVENESS.  This\nAgreement may be executed in counterparts (and by different parties hereto on\ndifferent counterparts), each of which shall constitute an original, but all of\nwhich when taken together shall constitute a single contract.  This Agreement,\nthe other Loan Documents and any separate letter agreements with respect to (i)\nthe agreement of the Parent and the Borrower to cooperate with Lucent with\nrespect to marketing, selling or syndicating Loans and Commitments or with\nrespect to fees payable to Lucent or either Agent and (ii) the agreement of the\nParent and the Borrower with the Collateral Agent and Lucent as to the identity\nof the Senior Officers of the Parent on the date hereof, constitute the entire\ncontract among the parties relating to the subject matter hereof and supersede\nany and all previous agreements and understandings, oral or written, relating to\nthe subject matter hereof.  Except as provided in Section 4.01(a), this\nAgreement shall become effective when it shall have been executed by the\nAdministrative Agent and when the Administrative Agent shall have received\ncounterparts hereof which, when taken together, bear the signatures of each of\nthe other parties hereto, and thereafter shall be binding upon and inure to the\nbenefit of the parties hereto and their respective successors and assigns. \nDelivery of an executed counterpart of a signature page of this Agreement by\ntelecopy shall be effective as delivery of a manually executed counterpart of\nthis Agreement.\n\n              Section 9.07. SEVERABILITY.  Any provision of this Agreement held\nto be invalid, illegal or unenforceable in any jurisdiction shall, as to such\njurisdiction, be ineffective to the extent of such invalidity, illegality or\nunenforceability without affecting the validity, legality and enforceability of\nthe remaining provisions hereof; and the invalidity of a particular provision in\na particular jurisdiction shall not invalidate such provision in any other\njurisdiction.\n\n              Section 9.08. RIGHT OF SETOFF.  If an Event of Default shall have\noccurred and be continuing, each Lender and each of its Affiliates is hereby\nauthorized at any time and from time to time, to the fullest extent permitted by\nlaw, to set off and apply any and all deposits (general or special, time or\ndemand, provisional or final) at any time held and other obligations at any time\nowing by such Lender or Affiliate to or for the credit or the account of the\nBorrower against any of and all the obligations of the Borrower now or hereafter\nexisting under this Agreement held by such Lender, irrespective of whether or\nnot such Lender shall have made any demand under this Agreement and although\nsuch obligations may be unmatured.  The rights of each Lender under this Section\nare in addition to other rights and remedies (including other rights of setoff)\nwhich such Lender may have.\n\n              Section 9.09. GOVERNING LAW; JURISDICTION; CONSENT TO SERVICE OF\nPROCESS.\n\n              (a)    This Agreement shall be construed in accordance with and\ngoverned by the law of the State of New York.\n\n\n                                       73\n\n\n\n              (b)    Each of the Parent and the Borrower hereby irrevocably and\nunconditionally submits, for itself and its property, to the nonexclusive\njurisdiction of the Supreme Court of the State of New York sitting in New York\nCounty and of the United States District Court of the Southern District of New\nYork, and any appellate court from any thereof, in any action or proceeding\narising out of or relating to any Loan Document, or for recognition or\nenforcement of any judgment, and each of the parties hereto hereby irrevocably\nand unconditionally agrees that all claims in respect of any such action or\nproceeding may be heard and determined in such New York State or, to the extent\npermitted by law, in such Federal court.  Each of the parties hereto agrees that\na final judgment in any such action or proceeding shall be conclusive and may be\nenforced in other jurisdictions by suit on the judgment or in any other manner\nprovided by law. Nothing in this Agreement or any other Loan Document shall\naffect any right that either Agent or any Lender may otherwise have to bring any\naction or proceeding relating to this Agreement or any other Loan Document\nagainst the Parent, the Borrower or their properties in the courts of any\njurisdiction.\n\n              (c)    Each of the Parent and the Borrower hereby irrevocably and\nunconditionally waives, to the fullest extent it may legally and effectively do\nso, any objection which it may now or hereafter have to the laying of venue of\nany suit, action or proceeding arising out of or relating to this Agreement or\nany other Loan Document in any court referred to in paragraph (b) of this\nSection.  Each of the parties hereto hereby irrevocably waives, to the fullest\nextent permitted by law, the defense of an inconvenient forum to the maintenance\nof such action or proceeding in any such court.\n\n              (d)    Each of the Parent and the Borrower hereby irrevocably\nappoints and designates CT Corporation System, whose address is 1633 Broadway,\nNew York, New York 10019, or any other person having and maintaining a place of\nbusiness in the State of New York whom the Parent or the Borrower may from time\nto time hereafter designate (having given 30 days' notice thereof to the\nAdministrative Agent, each Lender and the Collateral Agent), as the true and\nlawful attorney and duly authorized agent for acceptance of service of legal\nprocess of the Parent and the Borrower.  Without prejudice to the foregoing,\neach party to this Agreement irrevocably consents to service of process in the\nmanner provided for notices in Section 9.01.  Nothing in this Agreement or any\nother Loan Document will affect the right of any party to this Agreement to\nserve process in any other manner permitted by law.\n\n              Section 9.10. WAIVER OF JURY TRIAL.  EACH PARTY HERETO HEREBY\nWAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE\nTO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF\nOR RELATING TO THIS AGREEMENT, ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS\nCONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY).  EACH\nPARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY\nOTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD\nNOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B)\nACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER\nINTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND\nCERTIFICATIONS IN THIS SECTION.\n\n\n                                       74\n\n\n\n              Section 9.11. HEADINGS.  Article and Section headings and the\nTable of Contents used herein are for convenience of reference only, are not\npart of this Agreement and shall not affect the construction of, or be taken\ninto consideration in interpreting, this Agreement.\n\n              Section 9.12. CONFIDENTIALITY.  Each of the Agents and the Lenders\nagrees to maintain the confidentiality of the Information (as defined below) and\nnot use the Information for any purpose not contemplated by this Agreement,\nexcept that Information may be disclosed (a) to its and its Affiliates'\ndirectors, officers, employees and agents, including accountants, legal counsel\nand other advisors (it being understood that the Persons to whom such disclosure\nis made will be informed of the confidential nature of such Information and\ninstructed to keep such Information confidential), (b) to the extent requested\nby any regulatory authority, (c) to the extent required by applicable laws or\nregulations or by any subpoena or similar legal process, (d) to any other party\nto this Agreement, (e) in connection with the exercise of any remedies hereunder\nor any suit, action or proceeding relating to this Agreement or any other Loan\nDocument or the enforcement of rights hereunder or thereunder, (f) subject to an\nagreement containing provisions substantially the same as those of this Section,\nto any assignee of or Participant in, or any prospective assignee of or\nParticipant in, any of its rights or obligations under this Agreement, (g) with\nthe consent of the Parent or the Borrower or (h) to the extent such Information\n(i) becomes publicly available other than as a result of a breach of this\nSection or (ii) becomes available to either Agent or any Lender on a\nnonconfidential basis from a source other than the Parent or the Borrower.  For\nthe purposes of this Section, \"INFORMATION\" means all information received from\nthe Parent or the Borrower relating to the Parent, the Borrower or their\nbusinesses, other than any such information that is publicly available or\navailable to either Agent or any Lender on a nonconfidential basis prior to\ndisclosure by the Parent or the Borrower, provided that such information is\nidentified at the time of delivery as confidential.  Any Person required to\nmaintain the confidentiality of Information as provided in this Section shall be\nconsidered to have complied with its obligation to do so if such Person has\nexercised the same degree of care to maintain the confidentiality of such\nInformation as such Person would accord to its own confidential information.\n\n              Section 9.13. INTEREST RATE LIMITATION.  Notwithstanding anything\nherein to the contrary, if at any time the interest rate applicable to any Loan,\ntogether with all fees, charges and other amounts which are treated as interest\non such Loan under applicable law (collectively the \"CHARGES\"), shall exceed the\nmaximum lawful rate (the \"MAXIMUM RATE\") which may be contracted for, charged,\ntaken, received or reserved by the Lender holding such Loan in accordance with\napplicable law, the rate of interest payable in respect of such Loan hereunder,\ntogether with all Charges payable in respect thereof, shall be limited to the\nMaximum Rate and, to the extent lawful, the interest and Charges that would have\nbeen payable in respect of such Loan but were not payable as a result of the\noperation of this Section shall be cumulated and the interest and Charges\npayable to such Lender in respect of other Loans or periods shall be increased\n(but not above the Maximum Rate therefor) until such cumulated amount, and if\nlawful, together with interest thereon at the Federal Funds Effective Rate to\nthe date of repayment, shall have been received by such Lender.\n              \n                                          \n                        (Signatures Follow on Next Page)\n\n\n                                       75\n\n\n\n              IN WITNESS WHEREOF, the parties hereto have caused this Agreement\nto be duly executed by their respective authorized officers as of the day and\nyear first above written.\n\n                                          JATO OPERATING CORP.\n\n                                          By:       \/s\/ Brian E. Gast\n                                             ----------------------------------\n                                          Name:\n                                          Title:\n\n                                          JATO COMMUNICATIONS CORP.\n\n                                          By:       \/s\/ Brian E. Gast\n                                             ----------------------------------\n                                          Name:\n                                          Title:\n\n                                          STATE STREET BANK AND TRUST COMPANY,\n                                          individually and as Collateral Agent,\n\n                                          By:       \/s\/ Gary Dougherty\n                                             ----------------------------------\n                                          Name:\n                                          Title:\n\n                                          LUCENT TECHNOLOGIES INC., individually\n                                          and as Administrative Agent,\n\n                                          By:       \/s\/ Leslie L. Rogers\n                                             ----------------------------------\n                                          Name:\n                                          Title:\n\n\n\n\n                                                                       EXHIBIT A\n\n                       [FORM OF ASSIGNMENT AND ACCEPTANCE]\n\n                            ASSIGNMENT AND ACCEPTANCE\n\n              Reference is made to the Credit Agreement, dated as of July 14,\n1999 (as the same may be amended, supplemented or otherwise modified from time\nto time, the \"CREDIT AGREEMENT\"), among JATO COMMUNICATIONS CORP., a Delaware\ncorporation (\"PARENT\"), JATO OPERATING CORP., a Delaware corporation (the\n\"BORROWER\"), the Lenders party thereto, STATE STREET BANK AND TRUST COMPANY, as\nCollateral Agent, and LUCENT TECHNOLGIES INC., as Administrative Agent. \nCapitalized terms used herein but not defined herein shall have the meanings\nassigned to such terms in the Credit Agreement.\n\n              1.     The Assignor sells and assigns, without recourse, to the\nAssignee, and the Assignee hereby purchases and assumes, without recourse, from\nthe Assignor, effective as of the Effective Date set forth below, the interests\nset forth below (the \"ASSIGNED INTEREST\") in the Assignor's rights and\nobligations under the Credit Agreement, including, without limitation, the\npercentages and amounts set forth on the reverse hereof of (a) the Commitments\nof the Assignor on the Effective Date and (b) the Loans and Borrowings owing to\nthe Assignor that are outstanding on the Effective Date.  The Assignee hereby\nacknowledges receipt of a copy of the Credit Agreement.  From and after the\nEffective Date (a) the Assignee shall be a party to and be bound by the\nprovisions of the Credit Agreement and, to the extent of the interests assigned\nby this Assignment and Acceptance, have the rights and obligations of a Lender\nthereunder and under the Loan Documents and (b) the Assignor shall, to the\nextent of the interests assigned by this Assignment and Acceptance, relinquish\nits rights and be released from its obligations under the Credit Agreement (and\nin the event that this Assignment and Acceptance covers all or the remaining\nportion of the Assignor's rights and obligations under the Credit Agreement, the\nAssignor shall cease to be a party thereto but shall continue to be entitled to\nthe benefits of Sections 2.13, 2.15, 2.19 and 9.05 thereof, as well as to any\nfees accrued for its account and not yet paid).\n\n              2.     This Assignment and Acceptance is being delivered to the\nAdministrative Agent together with (a) if the Assignee is organized under the\nlaws of a jurisdiction outside the United States, the forms specified in Section\n2.15 of the Credit Agreement, duly completed and executed by such Assignee, (b)\nif the Assignee is not already a Lender under the Credit Agreement, an\nAdministrative Questionnaire and (c) a processing and recordation fee of\n$[____________].\n\n              3.     This Agreement and Acceptance shall be governed by, and\nconstrued in accordance with, the laws of the State of New York.\n\n\n                                      A-1\n\n\n\n              Date of Assignment:\n\n              Legal Name of Assignee:\n\n              Legal Name of Assignor:\n\n              Assignee's Address for Notices\n\n\n              Effective Date of Assignment (may not be fewer than five Business\nDays after the Date of Assignment):\n\n\n\n\n\n\n<caption>\n\n                                                       PERCENTAGE ASSIGNED OF\n                                                       FACILITY AND COMMITMENTS\n                                                       THEREUNDER (SET FORTH TO\n                                                       AT LEAST EIGHT DECIMALS,\n                                                        AS A PERCENTAGE OF THE\n                                                           FACILITY AND THE\n                                                       AGGREGATE COMMITMENTS OF\nCOMMITMENT         PRINCIPAL AMOUNTASSIGNED            ALL LENDERS THEREUNDER)\n----------         ------------------------            -----------------------\n                                                 \n Loans :\n\n Tranche 1:               $                                       %\n\n Tranche 2:               $                                       %\n\n Loan Commitments:\n\n Tranche 1:               $                                       %\n\n Tranche 2:               $                                       %\n\n\n\n                                      A-2\n\n\n\n                 The terms set forth above are hereby agreed to:\n\n                                          [                       ]\n                                          -----------------------\n                                          as Assignor,\n\n                                          By:\n                                             ----------------------------------\n                                          Name:\n                                          Title:\n\n                                              [                           ]\n                                               ---------------------------\n                                                       as Assignee,\n\n                                          By:\n                                             ----------------------------------\n                                          Name:\n                                          Title:\n\n                                          Consented to by (if required under\n                                          Section 9.04(b)(ii) of the Credit\n                                          Agreement):\n\n                                          LUCENT TECHNOLOGIES INC.,\n                                          as Administrative Agent\n\n                                          By:\n                                             ----------------------------------\n                                          Name:\n                                          Title:\n\n\n                                      A-3\n\n\n\n                                                                       EXHIBIT B\n                                          \n                           [FORM OF GUARANTEE AGREEMENT]\n                                          \n                       GUARANTEE AND SUBORDINATION AGREEMENT\n\n     GUARANTEE AND SUBORDINATION AGREEMENT dated as of July 14, 1999, by JATO \nCOMMUNICATIONS CORP., a Delaware corporation (together with its successors, \nthe \"Parent\"), and the subsidiaries of the Borrower (as defined below) listed \non the signature pages hereof (each of the Parent and such subsidiaries, \ntogether with its successors, a \"Guarantor\" and collectively, the \n\"Guarantors\"), in favor of STATE STREET BANK AND TRUST COMPANY, as collateral \nagent (together with its successors in such capacity, the \"Collateral Agent\").\n\n                                     WITNESSETH:\n\n     WHEREAS, Jato Operating Corp., a Delaware corporation (together with its \nsuccessors, the \"Borrower\"), the Parent, certain lenders (the \"Lenders\"), \nState Street Bank and Trust Company, as Collateral Agent, and Lucent \nTechnologies Inc., as administrative agent (the \"Administrative Agent\") have \nentered into a Credit Agreement dated as of July 14, 1999, (as the same may \nbe amended, restated or supplemented and in effect from time to time, the \n\"Credit Agreement\"), providing, subject to the terms and conditions thereof, \nfor the making of loans by the Lenders to the Borrower;\n\n     WHEREAS, the Borrower is a wholly owned Subsidiary of the Parent and \neach Guarantor (other than Parent) is a subsidiary of the Borrower;\n\n     WHEREAS, the obligations of the Lenders to make Loans under the Credit \nAgreement that each Guarantor execute and deliver a guarantee and \nsubordination agreement whereby such Guarantor shall guarantee the payment \nwhen due of all principal, interest and other amounts that shall be at any \ntime payable by the Borrower under the Credit Agreement or any other Loan \nDocument; and\n\n     WHEREAS, the Guarantors are willing to guarantee the obligations of the \nBorrower to pay any amounts under the Credit Agreement and the other Loan \nDocuments;\n\n     NOW, THEREFORE, in consideration of the premises and other good and \nvaluable consideration, the receipt and sufficiency of which are hereby \nacknowledged, the parties hereto agree as follows:\n\n     SECTION 1.  DEFINITIONS.  Terms defined in the Credit Agreement and not \notherwise defined herein have, as used herein, the respective meanings \nprovided for therein.\n\n     SECTION 2.  REPRESENTATIONS AND WARRANTIES.  Each Guarantor represents \nas to itself that:\n\n     (a)  Such Guarantor (i) is a corporation duly organized, validly \nexisting and in good standing under the laws of the jurisdiction of its \norganization; (ii) has all requisite corporate \n\n\n\npower, and has all governmental licenses, authorizations, consents and \napprovals necessary to own its assets and carry on its business as now being \nor as proposed to be conducted, except in the case of such licenses, \nauthorizations, consents and approvals, where the failure to obtain them \nwould not have a material adverse effect on its condition (financial or \notherwise), business, operations or prospects and (iii) is qualified to do \nbusiness in all jurisdictions in which the nature of the business conducted \nby it makes such qualification necessary and where failure so to qualify \nwould have a material adverse effect on its condition (financial or \notherwise), business, operations or prospects.\n\n     (b)  Such Guarantor has all necessary corporate power and authority to \nexecute, deliver and perform its obligations under this Guarantee Agreement; \nthe execution, delivery and performance by such Guarantor of this Guarantee \nAgreement has been duly authorized by all necessary corporate action; and \nthis Guarantee Agreement has been duly and validly executed and delivered by \nsuch Guarantor and constitutes the legal, valid and binding obligation of \nsuch Guarantor, enforceable in accordance with its terms, except as the \nenforceability thereof may be limited by bankruptcy, insolvency, \nreorganization or moratorium or other similar laws relating to the \nenforcement of creditors' rights generally and by general equitable \nprinciples.\n\n     (c)  Neither the execution and delivery by such Guarantor of the Loan \nDocuments to which it is party nor compliance with the terms and provisions \nthereof by such Guarantor will conflict with or result in a breach of, or \nrequire any consent under, the certificate of incorporation or by-laws of \nsuch Guarantor or any applicable law or regulation, or any order, writ, \ninjunction or decree of any court or governmental authority or agency, or any \nagreement or instrument to which such Guarantor is a party or by which it is \nbound or to which it is subject, or constitute a default under any such \nagreement or instrument, or (except for the Liens created pursuant to, or \npermitted by, the Security Documents) result in the creation or imposition of \nany Lien upon any of the revenues or assets of such Guarantor pursuant to the \nterms of any such agreement or instrument.\n\n     (d)  There are no legal or arbitral proceedings or any proceedings by or \nbefore any governmental or regulatory authority or agency, now pending or, to \nthe knowledge of such Guarantor, threatened against or affecting such \nGuarantor as to which there is a reasonable possibility of an adverse \ndetermination and that, if adversely determined, could reasonably be \nexpected, individually or in the aggregate, to result in a Material Adverse \nEffect (other than Disclosed Matters).\n\n     (e)  Such Guarantor has obtained all authorizations, approvals and \nconsents of, and has made all filings and registrations with, any \ngovernmental or regulatory authority or agency and any third party necessary \nfor the consummation of the transactions contemplated hereby and the \nexecution, delivery or performance by it of any Loan Document to which it is \na party, or for the validity or enforceability thereof, except for filing and \nrecordings of the Liens created pursuant to, or permitted by, the Security \nDocuments.\n\n     SECTION 3.  THE GUARANTEE.  Each Guarantor hereby unconditionally \nguarantees the full and punctual payment of the principal of and interest \n(including interest accruing at the then applicable rate provided in the \nCredit Agreement after the maturity of the Loans thereunder and interest \naccruing at the then applicable rate provided in the Credit Agreement after \nthe filing of \n\n                                       2\n\n\nany petition in bankruptcy, or the commencement of any insolvency, \nreorganization or like proceeding, relating to any Loan Party thereunder \nwhether or not a claim for post-filing or post-petition interest is allowed \nin such proceeding) on the Loans payable by the Borrower under the Credit \nAgreement, when and as due, whether at maturity, by acceleration, upon one or \nmore dates set for prepayment or otherwise, and (b) all other amounts payable \nby the Borrower from time to time to any of the Secured Parties under the \nCredit Agreement and the other Loan Documents, whether on account of \nprincipal, interest, reimbursement obligations, fees, indemnities, costs, \nexpenses or otherwise (including all fees and disbursements of counsel to any \nof the Secured Parties that are required to be paid by the Borrower pursuant \nto the terms of the Credit Agreement or any other Loan Document).  Upon \nfailure by the Borrower to pay punctually any such amount, each Guarantor \nagrees that it shall forthwith on demand pay the amount not so paid at the \nplace and in the manner specified in the Credit Agreement or the relevant \nother Loan Document, as the case may be.\n\n     SECTION 4.  GUARANTEE UNCONDITIONAL.  The obligations of each Guarantor \nhereunder shall be unconditional and absolute and, without limiting the \ngenerality of the foregoing, shall not be released, discharged or otherwise \naffected by:\n\n          (i)    any extension, renewal, settlement, compromise, waiver or \nrelease in respect of any obligation of the Borrower under the Credit \nAgreement or any other Loan Document or any obligation of any Guarantor \nhereunder or under any Security Document, by operation of law or otherwise;\n\n          (ii)   any modification or amendment of or supplement to the Credit \nAgreement or any other Loan Document;\n\n          (iii)  any release, non-perfection or invalidity of any direct or \nindirect security for any obligation of the Borrower under the Credit \nAgreement or any other Loan Document or any obligation of the Guarantor \nhereunder or under any Security Document;\n\n          (iv)   any change in the corporate existence, structure or \nownership of the Borrower, or any insolvency, bankruptcy, reorganization or \nother similar proceeding affecting the Borrower or its assets or any \nresulting release or discharge of any obligation of the Borrower contained in \nthe Credit Agreement or any other Loan Document;\n\n          (v)    the existence of any claim, set-off or other rights which \nany Guarantor may have at any time against the Borrower, any of the Secured \nParties or any other Person, whether in connection herewith or any unrelated \ntransactions, PROVIDED that nothing herein shall prevent the assertion of any \nsuch claim by separate suit or compulsory counterclaim;\n\n          (vi)   any invalidity or unenforceability relating to or against \nthe Borrower for any reason of the Credit Agreement or any other Loan \nDocument or any provision of applicable law or regulation purporting to \nprohibit the payment by the Borrower of the principal of or interest on any \nLoan (except as otherwise expressly provided in Section 9.13 of the Credit \nAgreement) or any other amount payable by the Borrower under the Credit \nAgreement or any other Loan Document; or\n\n                                       3\n\n\n          (vii)  any other act or omission to act or delay of any kind by the \nBorrower, any Guarantor, any of the Secured Parties or any other Person or \nany other circumstance whatsoever which might, but for the provisions of this \nparagraph, constitute a legal or equitable discharge of each Guarantor's \nobligations hereunder.\n\n     SECTION 5.  DISCHARGE ONLY UPON PAYMENT IN FULL; REINSTATEMENT IN \nCERTAIN CIRCUMSTANCES.  Each Guarantor's obligations hereunder shall remain \nin full force and effect until the principal of and interest on the Loans and \nall other amounts payable by the Borrower under the Credit Agreement and any \nother Loan Documents shall have been paid in full and the Commitments under \nthe Credit Agreement shall have terminated or expired.  If at any time any \npayment of the principal of or interest on any Loan or any other amount \npayable by the Borrower under the Credit Agreement or any other Loan Document \nis rescinded or must be otherwise restored or returned upon the insolvency, \nbankruptcy or reorganization of the Borrower or otherwise, the Guarantor's \nobligations hereunder with respect to such payment shall be reinstated as \nthough such payment had been due but not made at such time.\n\n     SECTION 6.  WAIVER BY GUARANTOR.  Each Guarantor waives acceptance \nhereof, presentment, demand, protest and, to the fullest extent permitted by \nlaw, any notice not provided for herein, as well as any requirement that at \nany time any action be taken or any recourse exhausted by any Person against \nthe Borrower, any Guarantor hereunder, or any other Person.\n\n     SECTION 7.  STAY OF ACCELERATION.  If acceleration of the time for \npayment of any amount payable by the Borrower under the Credit Agreement is \nstayed upon the insolvency, bankruptcy or reorganization of the Borrower, all \nsuch amounts otherwise subject to acceleration under the terms of the Credit \nAgreement nonetheless shall be payable by any Guarantor hereunder forthwith \non demand by the Collateral Agent made at the request of the Required Lenders.\n\n     SECTION 8.  LIMITATION ON GUARANTORS' OBLIGATIONS.  Notwithstanding \nanything to the contrary set forth herein, the obligations of each Guarantor \nhereunder shall be limited to an aggregate amount equal to the largest amount \nthat would not render its obligations hereunder subject to avoidance under \nSection 548 of the United States Bankruptcy Code or any applicable provisions \nof comparable U.S. state law. \n\n     SECTION 9.  SUBORDINATION.  \n\n     (a)  Each Guarantor agrees that the payment by the Borrower or any other \nGuarantor of any indebtedness in favor of such Guarantor (the \"Subordinated \nLender\") shall be subordinated and subject to the prior payment in full of \nall amounts payable by the Borrower or such other Guarantor under the Credit \nAgreement or this Guarantee Agreement, as the case may be, and any other Loan \nDocument to which the Borrower or such Guarantor is a party (\"Senior Debt\") \nupon the terms of this Section.\n\n     (b)  Upon any distribution of assets of the Borrower or a Guarantor to \ncreditors upon a liquidation or dissolution of the Borrower or such Guarantor \nor in a bankruptcy, reorganization, insolvency, receivership or similar \nproceeding relating to the Borrower or such Guarantor or its property, (i) \nthe Secured Parties shall be entitled to receive payment in full of all \nSenior Debt \n\n                                       4\n\n\nbefore the Subordinated Lender shall be entitled to receive any payment of \nprincipal of or interest on or any other amounts in respect of Indebtedness \nof the Borrower or such Guarantor in favor of the Subordinated Lender (the \n\"Subordinated Debt\"); and (ii) until payment in full of the Senior Debt, any \ndistribution of assets of any kind or character to which the Subordinated \nLender would otherwise be entitled shall be paid by the Borrower or such \nGuarantor or by any receiver, trustee in bankruptcy, liquidating trustee, \nagents or other person making such payment or distribution to, or if received \nby the Borrower or such Guarantor, shall be held for the benefit of and shall \nbe forthwith paid or delivered to, the Collateral Agent for distribution to \nthe Secured Parties.\n\n     (c)  If the Subordinated Lender does not file proper claims or proofs of \nclaim in the form required in a bankruptcy, reorganization, insolvency, \nreceivership or similar proceeding relating to the Borrower or such Guarantor \nor its property prior to 45 days before the expiration of the time to file \nsuch claims, then (a) upon the request of the Collateral Agent, the \nSubordinated Lender shall file such claims and proofs of claim in respect of \nthis instrument and execute and deliver such powers of attorney, assignments \nand other instruments as are required to enable the Secured Parties to \nenforce any and all claims upon or in respect of the Subordinated Debt and to \ncollect and receive any and all payments or distributions which may be \npayable or deliverable at any time upon or in respect of Subordinated Debt, \nand (b) whether or not the Subordinated Lender shall take the action \ndescribed in the preceding clause (a) the Collateral Agent and the other \nSecured Parties shall nevertheless be deemed to have such powers of attorney \nas may be necessary for them to file appropriate claims and proofs of claim \nand otherwise exercise the powers described above.\n\n     (d)  No right of any Secured Party to enforce the terms of this Section \nshall be impaired by any act or failure to act by the Borrower or any \nGuarantor. Neither the terms of this Section nor the rights of the rights of \nthe Secured Parties hereunder shall be affected by any extension, renewal or \nmodification of the terms of, or the granting of any security in respect of, \nany Senior Debt or any exercise or nonexercise of any right, power or remedy \nwith respect thereto.\n\n     (e)  After all Senior Debt is paid in full and until Subordinated Debt \nis paid in full, the Subordinated Lender shall be subrogated to the rights of \nthe Secured Parties in respect of the Senior Debt.\n\n     (f)  Nothing in this Section shall (i) impair, as between the Borrower \nor such Guarantor and the Subordinated Lender, the obligation of the Borrower \nor such Guarantor, which is absolute and unconditional, to pay the principal \nof and interest on Subordinated Debt in accordance with its terms; (ii) \naffect the relative rights of the Subordinated Lender and creditors of the \nBorrower or such Guarantor other than the Secured Parties; or (iii) prevent \nthe Subordinated Lender from exercising its available remedies upon an event \nof default under the Subordinated Debt, subject to the rights of the Secured \nParties to receive cash, property or other assets otherwise payable to the \nSubordinated Lender to the extent set forth in this Section.\n\n     SECTION 10. NOTICES.  All notices and other communications hereunder to \nany party hereto shall be given or made in the manner provided in the Credit \nAgreement to such party at its address set forth therein, or in the case of \n\n                                       5\n\n\nany Guarantor other than the Parent, in care of the Borrower at its address \nset forth therein, or in the case of any party hereto, to such other address \nas such party may have provided by notice to the other parties hereto.\n\n     SECTION 11. NO WAIVERS.  No failure or delay by the Collateral Agent or \nany Lender in exercising any right, power or privilege hereunder shall \noperate as a waiver thereof nor shall any single or partial exercise thereof \npreclude any other or further exercise thereof or the exercise of any other \nright, power or privilege.  The rights and remedies provided in this \nGuarantee Agreement, the Credit Agreement and the Security Documents shall be \ncumulative and not exclusive of any rights or remedies provided by law.\n\n     SECTION 12. SUCCESSORS AND ASSIGNS.  This Guarantee Agreement is in \nfavor of the Collateral Agent for the benefit of the Secured Parties and \ntheir respective successors and assigns and, in the event of an assignment of \nthe Loans or other amounts payable under the Credit Agreement or the other \nLoan Documents, the rights hereunder, to the extent applicable to the \nindebtedness so assigned, may be transferred with such indebtedness.  This \nGuarantee Agreement shall be binding upon each Guarantor and its successors \nand assigns.\n\n     SECTION 13. CHANGES IN WRITING.  Neither this Guarantee Agreement nor \nany provision hereof may be changed, waived, discharged or terminated orally, \nbut only in writing signed by each Guarantor and the Collateral Agent with \nthe consent of the Required Lenders.\n\n     SECTION 14. GOVERNING LAW; SUBMISSION TO JURISDICTION; WAIVER OF JURY \nTRIAL; SERVICE OF PROCESS.  \n\n     (a)  This Agreement shall be construed in accordance with and governed \nby the law of the State of New York.\n\n     (b)  Each of the Guarantors hereby irrevocably and unconditionally \nsubmits, for itself and its property, to the nonexclusive jurisdiction of the \nSupreme Court of the State of New York sitting in New York County and of the \nUnited States District Court of the Southern District of New York, and any \nappellate court from any thereof, in any action or proceeding arising out of \nor relating to this Guarantee Agreement, or for recognition or enforcement of \nany judgment, and each of the parties hereto hereby irrevocably and \nunconditionally agrees that all claims in respect of any such action or \nproceeding may be heard and determined in such New York State or, to the \nextent permitted by law, in such Federal court.  Each of the parties hereto \nagrees that a final judgment in any such action or proceeding shall be \nconclusive and may be enforced in other jurisdictions by suit on the judgment \nor in any other manner provided by law. Nothing in this Guarantee Agreement \nshall affect any right that any Secured Party may otherwise have to bring any \naction or proceeding relating to this Guarantee Agreement against any \nGuarantor or its properties in the courts of any jurisdiction.\n\n     (c)  Each of the Guarantors hereby irrevocably and unconditionally \nwaives, to the fullest extent it may legally and effectively do so, any \nobjection which it may now or hereafter have to the laying of venue of any \nsuit, action or proceeding arising out of or relating to this Agreement in \nany court referred to in paragraph (b) of this Section.  Each of the parties \nhereto hereby irrevocably waives, to the fullest extent permitted by law, the \ndefense of an inconvenient forum to the maintenance of such action or \nproceeding in any such court.\n\n                                       6\n\n\n     (d)  Each of the Guarantors hereby irrevocably appoints and designates \nCT Corporation System, whose address is 1633 Broadway, New York, New York \n10019, or any other person having and maintaining a place of business in the \nState of New York whom the Guarantor may from time to time hereafter \ndesignate (having given 30 days' notice thereof to the Collateral Agent), as \nthe true and lawful attorney and duly authorized agent for acceptance of \nservice of legal process of the Guarantor.  Without prejudice to the \nforegoing, each party to this Agreement irrevocably consents to service of \nprocess in the manner provided for notices in Section 10.  Nothing in this \nAgreement or any other Loan Document will affect the right of any party to \nthis Agreement to serve process in any other manner permitted by law.\n\n     SECTION 15.  WAIVER OF JURY TRIAL.  EACH PARTY HERETO HEREBY WAIVES, TO \nTHE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A \nTRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF \nOR RELATING TO THIS AGREEMENT, ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS \nCONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY).  \nEACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF \nANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER \nPARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING \nWAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN \nINDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL \nWAIVERS AND CERTIFICATIONS IN THIS SECTION.\n\n     SECTION 16. WAIVER OF IMMUNITY.  To the extent that any Guarantor has or \nhereafter may acquire any immunity from jurisdiction of any court or from any \nlegal process (whether through service or notice, attachment prior to \njudgment, attachment in aid or execution, or otherwise) with respect to \nitself or its property, such Guarantor hereby irrevocably waives such \nimmunity in respect of its obligations hereunder and under the other \nFinancing Documents to the extent permitted by applicable law and, without \nlimiting the generality of the foregoing, agrees that the waivers set forth \nin this Section shall have effect to the fullest extent permitted under the \nForeign Sovereign Immunities Act of 1976 of the United States of America and \nare intended to be irrevocable for purposes of such Act.\n          \n\n                         (Signatures Follow on Next Page)\n\n\n\n\n\n\n\n\n\n                                       7\n\n\n     IN WITNESS WHEREOF, each of the undersigned has caused this Guarantee \nAgreement to be duly executed by its authorized officer as of the day and \nyear first above written.\n\n                              GUARANTORS:\n\n                              JATO COMMUNICATIONS CORP.\n                              \n\n                              By:                                \n                                 ---------------------------------------\n                              Name:\n                              Title:\n\n\n                              \n                              ------------------------------\n                              \n\n\n\n                              By:                                \n                                 ---------------------------------------\n                              Name:\n                              Title:\n\n\n                                                                       EXHIBIT C\n\n                                          \n                          [FORM OF INDEMNITY, SUBROGATION\n                            AND CONTRIBUTION AGREEMENT]\n                                          \n                               INDEMNITY, SUBROGATION\n                             AND CONTRIBUTION AGREEMENT\n\n     INDEMNITY, SUBROGATION and CONTRIBUTION AGREEMENT, dated as of July 14, \n1999, among JATO COMMUNICATIONS CORP., a Delaware corporation (the \"PARENT\"), \nJATO OPERATING CORP., a Delaware corporation, as borrower (the \"BORROWER\"), \neach of the subsidiaries of the Borrower party hereto (collectively, the \n\"SUBSIDIARY GUARANTORS\"), and STATE STREET BANK AND TRUST COMPANY, as \ncollateral agent (the \"COLLATERAL AGENT\") for the Administrative Agent and \nthe Lenders (such term and each other capitalized term used but not defined \nherein having the respective meanings given them in the Credit Agreement, \ndated as of July 14, 1999 (as the same may be amended, supplemented or \notherwise modified from time to time, the \"CREDIT AGREEMENT\"), among the \nBorrower, the Parent, the Lenders party thereto, the Collateral Agent, and \nLucent Technologies Inc., as administrative agent (the \"ADMINISTRATIVE \nAGENT\").\n\n          The Lenders have agreed to make Loans pursuant to, and upon the \nterms and subject to the conditions specified in, the Credit Agreement.  Each \nof the Subsidiary Guarantors has agreed to guarantee, among other things, all \nthe obligations of the Borrower under the Credit Agreement.\n\n          The obligations of the Lenders to make the Loans under the Credit \nAgreement are conditioned upon, among other things, the execution and \ndelivery by the Subsidiary Guarantors of an indemnity, subrogation and \ncontribution agreement in the form hereof (this \"AGREEMENT\") to support the \ndue and punctual payment of, with respect to each Subsidiary Guarantor, its \nobligations as obligor or guarantor in respect of (a) the principal of and \ninterest (including interest accruing at the then applicable rate provided in \nthe Credit Agreement after the maturity of the Loans thereunder and interest \naccruing at the then applicable rate provided in the Credit Agreement after \nthe filing of any petition in bankruptcy, or the commencement of any \ninsolvency, reorganization or like proceeding, relating to any Loan Party \nthereunder whether or not a claim for post-filing or post-petition interest \nis allowed in such proceeding) on the Loans payable by the Borrower under the \nCredit Agreement, when and as due, whether at maturity, by acceleration, upon \none or more dates set for prepayment or otherwise, and (b) all other amounts \npayable by the Borrower from time to time to any of the Secured Parties under \nthe Credit Agreement or any other Loan Document, whether on account of \nprincipal, interest, reimbursement obligations, fees, indemnities, costs, \nexpenses or otherwise (including all fees and disbursements of counsel to any \nof the Secured Parties that are required to be paid by the Borrower pursuant \nto the terms of the Credit Agreement or such other Loan Document) (all of the \nforegoing obligations collectively, the \"OBLIGATIONS\").\n\n\n\n          Accordingly, the Parent and the Borrower, each Subsidiary Guarantor \nand the Collateral Agent agree as follows:\n\n          SECTION 1.  INDEMNITY AND SUBROGATION.  In addition to all such \nrights of indemnity and subrogation as the Subsidiary Guarantors may have \nunder applicable law (but subject to Section 3), the Parent and the Borrower \nagree that (a) in the event a payment shall be made by any Subsidiary \nGuarantor under the Guarantee Agreement, the Parent and the Borrower shall \nindemnify such Subsidiary Guarantor for the full amount of such payment and \nsuch Subsidiary Guarantor shall be subrogated to the rights of the person to \nwhom such payment shall have been made to the extent of such payment and (b) \nin the event any assets of any Subsidiary Guarantor shall be sold pursuant to \nany applicable security agreement or similar instrument or agreement to \nsatisfy a claim of any Secured Party, the Parent and the Borrower shall \nindemnify such Subsidiary Guarantor in an amount equal to the greater of the \nbook value or the fair market value of the assets so sold.\n\n          SECTION 2.  CONTRIBUTION AND SUBROGATION.  Each Subsidiary \nGuarantor agrees (subject to Section 3) that in the event a payment shall be \nmade by any Subsidiary Guarantor under the Guarantee Agreement or assets of \nany Subsidiary Guarantor shall be sold pursuant to any applicable security \nagreement or similar instrument or agreement to satisfy a claim of any \nSecured Party, and such Subsidiary Guarantor (the \"CLAIMING SUBSIDIARY \nGUARANTOR\") shall not have been indemnified by the Parent or the Borrower as \nprovided in Section 1, each other Subsidiary Guarantor (a \"CONTRIBUTING \nSUBSIDIARY GUARANTOR\") shall indemnify the Claiming Subsidiary Guarantor in \nan amount equal to the amount of such payment or the greater of the book \nvalue or the fair market value of such assets, as the case may be, multiplied \nby a fraction of which the numerator shall be the net worth of the \nContributing Subsidiary Guarantor on the date of the claim and the \ndenominator shall be the aggregate net worth of all the Subsidiary Guarantors \non the date of the claim.  Any Contributing Subsidiary Guarantor making any \npayment to a Claiming Subsidiary Guarantor pursuant to this Section 2 shall \nbe subrogated to the rights of such Claiming Subsidiary Guarantor under \nSection 1 to the extent of such payment.\n\n          SECTION 3.  SUBORDINATION.  Notwithstanding any provision of this \nAgreement to the contrary, all rights of the Subsidiary Guarantors under \nSections 1 and 2 and all other rights of indemnity, contribution or \nsubrogation under applicable law or otherwise shall be fully subordinated to \nthe indefeasible payment in full of the Obligations.  No failure on the part \nof the Parent, the Borrower or any Subsidiary Guarantor to make the payments \nrequired by Sections 1 and 2 (or any other payments required under applicable \nlaw or otherwise) shall in any respect limit the obligations and liabilities \nof any other Subsidiary Guarantor with respect to the Guarantee Agreement, \nand each Subsidiary Guarantor shall remain liable for the full amount of the \nobligations that such Subsidiary Guarantor has otherwise guaranteed.\n\n          SECTION 4.  TERMINATION.  This Agreement shall terminate when all \nthe Obligations have been indefeasibly paid in full, and the Lenders have no \nfurther Commitments under the Credit Agreement.\n\n          SECTION 5.  CONTINUED EFFECTIVENESS.  The Parent, the Borrower and \neach Subsidiary Guarantor further agree that this Agreement shall continue to \nbe effective or be reinstated, as the case may be, if at any time the payment \nof any Obligation, or any part thereof, \n\n                                       2\n\n\nby the Parent, the Borrower or any Subsidiary Guarantor is rescinded or must \notherwise be restored upon the bankruptcy or reorganization of the Parent, \nthe Borrower, any Subsidiary Guarantor or otherwise.\n\n          SECTION 6.  GOVERNING LAW; JURISDICTION; CONSENT TO SERVICE OF \nPROCESS.  \n\n          (a)  This Agreement shall be construed in accordance with and \ngoverned by the law of the State of New York.\n\n          (b)  Each of the Parent, the Borrower and each Subsidiary Guarantor \nhereby irrevocably and unconditionally submits, for itself and its property, \nto the nonexclusive jurisdiction of the Supreme Court of the State of New \nYork sitting in New York County and of the United States District Court of \nthe Southern District of New York, and any appellate court from any thereof, \nin any action or proceeding arising out of or relating to this Agreement, or \nfor recognition or enforcement of any judgment, and each of the parties \nhereto hereby irrevocably and unconditionally agrees that all claims in \nrespect of any such action or proceeding may be heard and determined in such \nNew York State or, to the extent permitted by law, in such Federal court.  \nEach of the parties hereto agrees that a final judgment in any such action or \nproceeding shall be conclusive and may be enforced in other jurisdictions by \nsuit on the judgment or in any other manner provided by law. Nothing in this \nAgreement shall affect any right any party hereto may otherwise have to bring \nany action or proceeding relating to this Agreement against any party hereto \nor its properties in the courts of any jurisdiction.\n\n          (c)  Each of the Parent, the Borrower and each Subsidiary Guarantor \nhereby irrevocably and unconditionally waives, to the fullest extent it may \nlegally and effectively do so, any objection which it may now or hereafter \nhave to the laying of venue of any suit, action or proceeding arising out of \nor relating to this Agreement in any court referred to in paragraph (b) of \nthis Section.  Each of the parties hereto hereby irrevocably waives, to the \nfullest extent permitted by law, the defense of an inconvenient forum to the \nmaintenance of such action or proceeding in any such court.\n\n          (d)  Each of the Parent, the Borrower and each Subsidiary Guarantor \nhereby irrevocably appoints and designates CT Corporation System, whose \naddress is 1633 Broadway, New York, New York 10019, or any other person \nhaving and maintaining a place of business in the State of New York whom the \nParent, the Borrower or the Subsidiary Guarantor may from time to time \nhereafter designate (having given 30 days' notice thereof to the other \nparties hereto), as the true and lawful attorney and duly authorized agent \nfor acceptance of service of legal process of such Person.  Without prejudice \nto the foregoing, each party to this Agreement irrevocably consents to \nservice of process in the manner provided for notices in Section 8.  Nothing \nin this Agreement or any other Loan Document will affect the right of any \nparty to this Agreement to serve process in any other manner permitted by law.\n\n          SECTION 7.  WAIVERS; AMENDMENT.  \n\n          (a)  No failure or delay of any Secured Party or any Guarantor in \nexercising any power or right hereunder shall operate as a waiver thereof, \nnor shall any single or partial exercise of any such right or power or any \nabandonment or discontinuance of steps to enforce \n\n                                       3\n\n\nsuch a right or power preclude any other or further exercise thereof or the \nexercise of any other right or power.  The rights and the remedies of the \nSecured Parties under the Loan Documents are cumulative and are not exclusive \nof any rights or remedies that they would otherwise have.  No waiver of any \nprovisions of this Agreement or consent to any departure by any Subsidiary \nGuarantor therefrom shall in any event be effective unless the same shall be \npermitted by paragraph (b) below, and then such waiver or consent shall be \neffective only in the specific instance and for the purpose for which given.  \nNo notice or demand on any Subsidiary Guarantor in any case shall entitle \nsuch Subsidiary Guarantor to any other or further notice or demand in similar \nor other circumstances.\n\n          (b)  Except for the operation of Section 15 of this Agreement, \nneither this Agreement nor any provision hereof may be waived, amended or \nmodified except pursuant to a written agreement entered into between the \nSubsidiary Guarantors and the Collateral Agent, with the prior written \nconsent of the Required Lenders.\n\n          SECTION 8.  NOTICES. All notices and other communications to any \nparty hereto hereunder shall be given or made in the manner provided in the \nCredit Agreement to such party at its address set forth therein, or in the \ncase of any Subsidiary Guarantor, in care of the Borrower at its address set \nforth therein, or in the case of any party hereto, to such other address as \nsuch party may have provided by notice to the other parties hereto.\n\n          SECTION 9.  BINDING AGREEMENT; ASSIGNMENTS.  This Agreement shall \nbecome effective as to any of the Parent, the Borrower and the Subsidiary \nGuarantors when a counterpart hereof executed on behalf of such Person shall \nhave been delivered to the Collateral Agent and a counterpart hereof shall \nhave been executed on behalf of the Collateral Agent, and thereafter shall be \nbinding upon such person and the Collateral Agent and their respective \nsuccessors and permitted assigns, and shall inure to the benefit of the \nAgents and the Lenders, and their respective successors and permitted \nassigns, except that no such person shall have the right to assign its rights \nhereunder or any interest herein (and any such attempted assignment shall be \nvoid), except as expressly contemplated by this Agreement or the other Loan \nDocuments.\n\n          SECTION 10. SUCCESSORS AND ASSIGNS.  Whenever in this Agreement any \nof the parties hereto is referred to, such reference shall be deemed to \ninclude the successors and permitted assigns of such party, and all \ncovenants, promises and agreements by or on behalf of each of the Parent, the \nBorrower, each Subsidiary Guarantor and the Collateral Agent that are \ncontained in this Agreement shall bind and inure to the benefit of their \nrespective successors and permitted assigns.\n\n          SECTION 11. SURVIVAL OF AGREEMENT; SEVERABILITY.  \n\n          (a)  All covenants, agreements, representations and warranties made \nby each of the Parent, the Borrower and each Subsidiary Guarantor herein and \nin any certificates or other instruments prepared or delivered in connection \nwith or pursuant to this Agreement or any other Loan Document shall be \nconsidered to have been relied upon by the Secured Parties and each \nSubsidiary Guarantor and shall survive the making by the Lenders of the Loans \nand the execution and delivery to the Lenders of the Loan Documents, \nregardless of any investigation made by the Lenders or on their behalf, and \nshall continue in full force and effect as long as the \n\n                                       4\n\n\nprincipal of or any accrued interest on any Loan or any fee or any other \namount payable under, or in respect of, this Agreement or under any of the \nother Loan Documents is outstanding and unpaid and so long as the Commitments \nhave not been terminated.\n\n          (b)  If any provision hereof is invalid and unenforceable in any \njurisdiction, then, to the fullest extent permitted by law, (i) the other \nprovisions hereof shall remain in full force and effect in such jurisdiction \nand shall be liberally construed in favor of the Collateral Agent and the \nother Secured Parties in order to carry out the intentions of the parties \nhereto as nearly as may be possible; and (ii) the invalidity or \nunenforceability of any provision hereof in any jurisdiction shall not affect \nthe validity or enforceability of such provision in any other jurisdiction.\n\n          SECTION 12. COUNTERPARTS.  This Agreement may be executed in two or \nmore counterparts, each of which shall constitute an original, but all of \nwhich, when taken together, shall constitute but one instrument.\n\n          SECTION 13. RULES OF INTERPRETATION.  The rules of interpretation \nspecified in Section 1.03 of the Credit Agreement shall be applicable to this \nAgreement.\n\n          SECTION 14. WAIVER OF JURY TRIAL.  EACH PARTY HERETO HEREBY WAIVES, \nTO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A \nTRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT \nOF, UNDER OR IN CONNECTION WITH THIS AGREEMENT.  EACH PARTY HERETO (A) \nCERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS \nREPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE \nEVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) \nACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER \nINTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND \nCERTIFICATIONS IN THIS SECTION 14.\n\n          SECTION 15. ADDITIONAL SUBSIDIARY GUARANTORS.  Pursuant to Section \n5.14 of the Credit Agreement, each Subsidiary (an \"ADDITIONAL SUBSIDIARY\") \nthat was not in existence or not a subsidiary on the date thereof is required \nto enter into this Agreement as a Subsidiary Guarantor upon becoming a \nsubsidiary. Upon execution and delivery, after the date hereof, by the \nCollateral Agent and an Additional Subsidiary of an instrument in the form of \nAnnex 1, such Additional Subsidiary shall become a Subsidiary Guarantor \nhereunder with the same force and effect as if originally named as a \nSubsidiary Guarantor hereunder.  The execution and delivery of any such \ninstrument shall not require the consent of any Subsidiary Guarantor \nhereunder.  The rights and obligations of each Subsidiary Guarantor hereunder \nshall remain in full force and effect notwithstanding the addition of any \nAdditional Subsidiary as a party to this Agreement.\n\n                                       5\n\n\n          SECTION 16. HEADINGS.  Article and Section headings used herein are \nfor convenience of reference only, are not part of this Agreement and are not \nto affect the construction of, or to be taken into consideration in \ninterpreting, this Agreement.\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n                           (Signatures Follow on Next Page)\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n                                       6\n\n\n          IN WITNESS WHEREOF, the parties hereto have caused this Indemnity, \nSubrogation and Contribution Agreement to be executed by their duly \nauthorized officers as of the date first appearing above.\n\n                              JATO COMMUNICATIONS CORP.\n                              \n                              \n                              By:\n                                 ------------------------------------\n                              Name:\n                              Title:\n\n                              JATO OPERATING CORP.\n                              \n                              \n                              By:\n                                 ------------------------------------\n                              Name:\n                              Title:\n\n                              STATE STREET BANK AND TRUST COMPANY, as Collateral\n                              Agent\n                              \n                              \n                              By\n                                -------------------------------------\n                              Name:\n                              Title:\n\n\n\n                                                                      SCHEDULE I\n                                                        TO INDEMNITY SUBROGATION\n                                                      AND CONTRIBUTION AGREEMENT\n\n                                SUBSIDIARY GUARANTORS\n\n\nNone.\n\n\n\n                                                                      ANNEX I TO\n                                                          INDEMNITY, SUBROGATION\n                                                      AND CONTRIBUTION AGREEMENT\n\n          SUPPLEMENT NO. _____, dated as of [__________________], to the \nIndemnity, Subrogation and Contribution Agreement, dated as of as of July 14, \n1999 (the \"INDEMNITY, SUBROGATION AND CONTRIBUTION AGREEMENT\"), among JATO \nCOMMUNICATIONS CORP., a Delaware corporation (the \"PARENT\"), JATO OPERATING \nCORP., a Delaware corporation (the \"BORROWER\"), each of the Subsidiary \nGuarantors (each capitalized term used but not defined having the meaning \ngiven it in the Indemnity, Subrogation and Contribution Agreement or the \nCredit Agreement (defined below)) party thereto and STATE STREET BANK AND \nTRUST COMPANY, as Collateral Agent (the \"COLLATERAL AGENT\") for the Lenders.\n\n          A.   Reference is made to the Credit Agreement, dated as of July \n14, 1999 (as the same may be amended, supplemented or otherwise modified from \ntime to time, the \"CREDIT AGREEMENT\"), among the Borrower, the Parent, the \nLenders party thereto, the Collateral Agent, and Lucent Technologies Inc., as \nthe Administrative Agent.\n\n          B.   Certain Subsidiary Guarantors, among others, have entered into \nthe Indemnity, Subrogation and Contribution Agreement in order to induce the \nLenders to make Loans pursuant to, and upon the terms and subject to the \nconditions specified in, the Credit Agreement.  Pursuant to Section 5.14 of \nthe Credit Agreement, promptly after its creation or acquisition, each \nAdditional Subsidiary is required to become a party to the Indemnity, \nSubrogation and Contribution Agreement as a Subsidiary Guarantor.  Section 15 \nof the Indemnity, Subrogation and Contribution Agreement provides that \nAdditional Subsidiaries may become Subsidiary Guarantors under the Indemnity, \nSubrogation and Contribution Agreement by execution and delivery of an \ninstrument in the form of this Supplement.  The undersigned (the \"NEW \nSUBSIDIARY GUARANTOR\") is an Additional Subsidiary and is executing this \nSupplement in accordance with the requirements of the Credit Agreement to \nbecome a Subsidiary Guarantor under the Indemnity, Subrogation and \nContribution Agreement in order to induce the Lenders to make additional \nLoans and as consideration for Loans previously made.\n\n          Accordingly, the Collateral Agent and the New Subsidiary Guarantor \nagree as follows:\n\n          SECTION 1.  In accordance with Section 15 of the Indemnity, \nSubrogation and Contribution Agreement, the New Subsidiary Guarantor by its \nsignature below becomes a Subsidiary Guarantor under the Indemnity, \nSubrogation and Contribution Agreement with the same force and effect as if \noriginally named therein as a Subsidiary Guarantor and the New Subsidiary \nGuarantor hereby agrees to all the terms and provisions of the Indemnity, \nSubrogation and Contribution Agreement applicable to it as a Subsidiary \nGuarantor thereunder.  Each reference to a \"Subsidiary Guarantor\" in the \nIndemnity, Subrogation and Contribution Agreement shall be deemed to include \nthe New Subsidiary Guarantor.  The Indemnity, Subrogation and Contribution \nAgreement is hereby incorporated herein by reference.\n\n\n\n          SECTION 2.  The New Subsidiary Guarantor represents and warrants to \nthe Lenders and the Agents that this Supplement has been duly authorized, \nexecuted and delivered by it and constitutes its legal, valid and binding \nobligation, enforceable against it in accordance with its terms, subject to \nthe effects of applicable bankruptcy, insolvency or similar laws affecting \ncreditors' rights generally and equitable principles of general applicability.\n\n          SECTION 3.  This Supplement may be executed in two or more \ncounterparts, each of which shall constitute an original, but all of which, \nwhen taken together, shall constitute but one instrument.  This Supplement \nshall become effective when the Collateral Agent shall have received \ncounterparts of this Supplement that, when taken together, bear the \nsignatures of the New Subsidiary Guarantor and the Collateral Agent.\n\n          SECTION 4.  Except as expressly supplemented hereby, the Indemnity, \nSubrogation and Contribution Agreement shall remain in full force and effect.\n\n          SECTION 5.  THIS SUPPLEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN \nACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.\n\n          SECTION 6.  If any one or more of the provisions contained in this \nSupplement should be held invalid, illegal or unenforceable in any respect, \nneither party hereto shall be required to comply with such provision for so \nlong as such provision is held to be invalid, illegal or unenforceable, but \nthe validity, legality and enforceability of the remaining provisions \ncontained herein and in the Indemnity, Subrogation and Contribution Agreement \nshall not in any way be affected or impaired.  The parties hereto shall \nendeavor in good faith negotiations to replace the invalid, illegal or \nunenforceable provisions with valid provisions the economic effect of which \ncomes as close as possible to that of the invalid, illegal or unenforceable \nprovisions.\n\n          SECTION 7.  All notices and other communications hereunder to any \nparty to the Indemnity, Subrogation and Contribution Agreement shall be given \nor made in the manner provided in the Credit Agreement to such party at its \naddress set forth therein, or in the case of any New Subsidiary Guarantor, in \ncare of the Borrower at its address set forth therein, or in the case of any \nparty hereto, to such other address as such party may have provided by notice \nto the other parties hereto.\n\n                                       2\n\n\n          IN WITNESS WHEREOF, the New Subsidiary Guarantor and the Collateral \nAgent have duly executed this Supplement to the Indemnity, Subrogation and \nContribution Agreement as of the day and year first above written.\n\n                              [NAME OF NEW SUBSIDIARY\n                              GUARANTOR]\n                              \n                              By:                           \n                                 ------------------------------------\n                              Name:\n                              Title:\n                                        \n                              \n\n                              STATE STREET BANK AND TRUST COMPANY, as Collateral\n                              Agent\n                                   \n                              By:                           \n                                 ------------------------------------\n                              Name\n                              Title:\n                              \n\n\n\n\n\n\n\n\n\n\n\n                                       3\n\n\n                                                                       EXHIBIT D\n\n                                       \n                   [FORM OF SECURITY AGREEMENT (BORROWER)]\n                                       \n                        SECURITY AGREEMENT (BORROWER)\n\n     This SECURITY AGREEMENT (BORROWER), dated as of July 14, 1999, is made \nbetween JATO OPERATING CORP., a Delaware corporation (with its successors, \nthe \"Company\") and STATE STREET BANK AND TRUST COMPANY, as Collateral Agent \nfor the Administrative Agent and the Lenders (each term as defined below) \n(with its successors in such capacity, the \"Collateral Agent\").\n\n                                  WITNESSETH:\n\n     WHEREAS, the Company, Jato Communications Corp. (the \"Parent\"), certain \nlenders (the \"Lenders\"), the Collateral Agent, and Lucent Technologies Inc., \nas administrative agent (the \"Administrative Agent\"), are parties to a Credit \nAgreement dated as of July 14, 1999 (as the same may be amended, restated or \nsupplemented and in effect from time to time, the \"Credit Agreement\"), \nproviding, subject to the terms and conditions thereof, for extensions of \ncredit to be made by the Lenders to the Company;\n\n     WHEREAS, in order to induce the Lenders and the Administrative Agent to \nenter into the Credit Agreement, the Company has agreed to grant a continuing \nsecurity interest in and to the Collateral (as defined below) to secure its \nobligations under the Loan Documents (as defined below), including, without \nlimitation, its obligations under the Credit Agreement; and\n\n     WHEREAS, the Lenders have appointed the Collateral Agent to act as their \ncollateral agent in connection with the foregoing transactions;\n\n     NOW, THEREFORE, in consideration of the premises and other good and \nvaluable consideration, the receipt and sufficiency of which are hereby \nacknowledged, the parties hereto agree as follows:\n\n          SECTION 1.  DEFINITIONS.  Terms defined in the Credit Agreement and \nnot otherwise defined herein have, as used herein, the respective meanings \nprovided for therein.  The following additional terms, as used herein, have \nthe following respective meanings:\n\n     \"ACCOUNTS\" means all \"ACCOUNTS\" (as defined in the UCC) now owned or \nhereafter acquired by the Company and shall also mean and include all \naccounts receivable, contract rights, book debts, notes, drafts and other \nobligations or indebtedness owing to the Company arising from the sale, lease \nor exchange of goods or other property by it or the performance of services \nby it or both (including, without limitation, any such obligation which might \nbe characterized as an account, contract right or general intangible under \nthe Uniform Commercial Code in effect in any jurisdiction) and all of the \nCompany's rights in, to and under all purchase orders for goods, services or \nother property, and all of the Company's rights to any goods, \n\n\n\nservices or other property represented by any of the foregoing (including \nreturned or repossessed goods and unpaid sellers' rights of rescission, \nreplevin, reclamation and rights to stoppage in transit) and all monies due \nto or to become due to the Company under all contracts for the sale, lease or \nexchange of goods or other property or the performance of services by it or \nboth (whether or not yet earned by performance on the part of the Company), \nin each case whether now in existence or hereafter arising or acquired \nincluding, without limitation, the right to receive the proceeds of said \npurchase orders and contracts and all collateral security and guarantees of \nany kind given by any Person with respect to any of the foregoing.\n\n     \"COLLATERAL\" has the meaning set forth in Section 3(a).\n\n     \"COLLATERAL ACCOUNT\" has the meaning set forth in Section 5(a).\n\n     \"COPYRIGHT LICENSE\" means any agreement now or hereafter in existence \ngranting to the Company, or pursuant to which the Company has granted to any \nother Person, any right to use, copy, reproduce, distribute, prepare \nderivative works, display or publish any records or other materials on which \na Copyright is in existence or may come into existence.\n\n     \"COPYRIGHT SECURITY AGREEMENT\" means a Copyright Security Agreement \nexecuted and delivered by the Company in favor of the Collateral Agent, for \nthe benefit of the Secured Parties, substantially in the form of Exhibit D \nhereto, as the same may be amended from time to time.\n\n     \"COPYRIGHTS\" means all the following: (i) all copyrights under the laws \nof the United States or any other country (whether or not the underlying \nworks of authorship have been published), all registrations and recordings \nthereof, all intellectual property rights to works of authorship (whether or \nnot published), and all applications for copyrights under the laws of the \nUnited States or any other country, including, without limitation, \nregistrations, recordings and applications in the United States Copyright \nOffice or in any similar office or agency of the United States, any State \nthereof or any other country or any political subdivision thereof, (ii) all \nreissues, renewals and extensions thereof, (iii) all claims for, and rights \nto sue for, past or future infringements of any of the foregoing, and (iv) \nall income, royalties, damages and payments now or hereafter due or payable \nwith respect to any of the foregoing, including, without limitation, damages \nand payments for past or future infringements thereof.\n\n     \"DEPOSIT ACCOUNTS\" shall mean all deposit accounts (as defined in the \nUCC) of the Company including, without limitation, any demand, time, savings, \npassbook or like account maintained by the Company with any bank, savings and \nloan association, credit union or like organization, and all money, cash and \ncash equivalents of the Company, whether or not deposited in any such deposit \naccount, and all certificates and instruments, if any, from time to time \nrepresenting, evidencing or deposited into such accounts.\n\n     \"DOCUMENTS\" means all \"DOCUMENTS\" (as defined in the UCC) or other \nreceipts covering, evidencing or representing goods, now owned or hereafter \nacquired, by the Company.\n\n     \"EQUIPMENT\" means all \"EQUIPMENT\" (as defined in the UCC) now owned or \nhereafter acquired by the Company, including, without limitation, all motor \nvehicles, trucks, and trailers other than equipment acquired in connection \nwith Indebtedness of the type permitted under Section 6.01(iv) of the Credit \nAgreement.\n\n                                       2\n\n\n     \"EXCLUDED CONTRACTS\" shall mean one or more contracts which by their \nterms would be breached by the grant of the security interests created \ntherein pursuant to the terms of this Agreement or with respect to which the \ngranting of a security interest is prohibited under applicable law (it being \nunderstood and agreed, however, that notwithstanding the foregoing, all \nrights to payment for money due or to become due pursuant to any Excluded \nContract shall be subject to the security interests created pursuant to this \nAgreement).\n\n     \"GENERAL INTANGIBLES\" means all \"GENERAL INTANGIBLES\" (as defined in the \nUCC) now owned or hereafter acquired by the Company, including, without \nlimitation, (i) all obligations or indebtedness owing to the Company (other \nthan Accounts) from whatever source arising, (ii) all Copyright Licenses, \nCopyrights, Patent Licenses, Patents, Trademark Licenses, Trademarks, rights \nin intellectual property, goodwill, trade names, service marks, trade \nsecrets, permits and licenses, (iii) all rights or claims in respect of \nrefunds for taxes paid and (iv) all rights in respect of any pension plan or \nsimilar arrangement maintained for employees of any member of the Loan \nParties other than general intangibles acquired in connection with \nIndebtedness of the type permitted under Section 6.01(iv) of the Credit \nAgreement.\n\n     \"INSTRUMENTS\" means all \"INSTRUMENTS\", \"CHATTEL PAPER\" or \"LETTERS OF \nCREDIT\" (each as defined in the UCC) evidencing, representing, arising from \nor existing in respect of, relating to, securing or otherwise supporting the \npayment of, any of the Accounts, including (but not limited to) promissory \nnotes, drafts, bills of exchange and trade acceptances, now owned or \nhereafter acquired by the Company, but Instruments shall exclude Instruments \nrepresenting Indebtedness to the extent pledged pursuant to the Pledge \nAgreement (Borrower).\n\n     \"INVENTORY\" means all \"INVENTORY\" (as defined in the UCC), now owned or \nhereafter acquired by the Company, wherever located, and shall also mean and \ninclude, without limitation, all raw materials and other materials and \nsupplies, work-in-process and finished goods and any products made or \nprocessed therefrom and all substances, if any, commingled therewith or added \nthereto other than inventory acquired in connection with Indebtedness of the \ntype permitted under Section 6.01(iv) of the Credit Agreement.\n\n     \"INVESTMENT PROPERTY\" shall mean and include all of the Company's \ninvestment property (as defined in the UCC) and all of the Company's other \nsecurities (whether certificated or uncertificated), security entitlements, \nfinancial assets, securities accounts, commodity contracts, and commodity \naccounts (as each such term is defined in the UCC), including all \nsubstitutions and additions thereto, all dividends, distributions and sums \ndistributable or payable from, upon, or in respect of such property, and all \nrights and privileges incident to such property, but Investment Property \nshall exclude the Company's interest in its Subsidiaries to the extent \npledged pursuant to the Pledge Agreement (Borrower).\n\n     \"LICENSES\" means any license, approval or other authorization issued by \nthe Federal Communications Commission or any state public utility commission \nor any other Governmental Authority having jurisdiction over the \ntelecommunications business.\n\n     \"LIQUID INVESTMENTS\" means an investment meeting the criteria set forth \nin Section 5(e).\n\n                                       3\n\n\n     \"LOCKBOX ACCOUNT\" means a \"Lockbox Account\" established under a Lockbox \nAgreement.\n\n     \"LOCKBOX AGREEMENT\" means a Lockbox Agreement among the Company, the \nCollateral Agent and a Lockbox Bank substantially in the form of Exhibit F \nhereto or otherwise in form and substance reasonably satisfactory to the \nCollateral Agent.\n\n     \"LOCKBOX BANK\" means a \"money center\" commercial bank selected by the \nCompany and satisfactory to the Collateral Agent, and each such other bank as \nmay from time to time enter into a Lockbox Agreement.\n\n     \"PATENT LICENSE\" means any agreement now or hereafter in existence \ngranting to the Company, or pursuant to which the Company has granted to any \nother Person, any right with respect to any Patent or any invention now or \nhereafter in existence, whether patentable or not, whether a patent or \napplication for patent is in existence on such invention or not, and whether \na patent or application for patent on such invention may come into existence, \nincluding, without limitation, the agreements identified in Schedule I to \nExhibit B hereto.\n\n     \"PATENTS\" means all the following: (i) all letters patent and design \nletters patent of the United States or any other country and all applications \nfor letters patent and design letters patent of the United States or any \nother country, including, without limitation, applications in the United \nStates Patent and Trademark Office or in any similar office or agency of the \nUnited States, any State thereof or any other country or any political \nsubdivision thereof, including, without limitation, those described in \nSchedule I to Exhibit B hereto, (ii) all reissues, divisions, continuations, \ncontinuations-in-part, renewals and extensions thereof, (iii) all claims for, \nand rights to sue for, past or future infringements of any of the foregoing \nand (iv) all income, royalties, damages and payments now or hereafter due or \npayable with respect to any of the foregoing, including, without limitation, \ndamages and payments for past or future infringements thereof.\n\n     \"PATENT SECURITY AGREEMENT\" means a Patent Security Agreement executed \nand delivered by the Company in favor of the Collateral Agent, for the \nbenefit of the Secured Parties, substantially in the form of Exhibit B \nhereto, as the same may be amended from time to time.\n\n     \"PERFECTION CERTIFICATE\" means a certificate substantially in the form \nof Exhibit A hereto, completed and supplemented with the schedules and \nattachments contemplated thereby to the satisfaction of the Collateral Agent, \nand duly executed by any authorized officer of the Company.\n\n     \"PERMITTED LIENS\" means the Security Interests and the other Liens on \nthe Collateral permitted to be created, assumed or exist pursuant to Section \n6.02 of the Credit Agreement.\n\n     \"PROCEEDS\" means all proceeds of, and all other profits, products, \nrentals or receipts, in whatever form, arising from the collection, sale, \nlease, exchange, assignment, licensing or other disposition of, or other \nrealization upon, collateral, including, without limitation, all claims of \nthe Company against third parties for loss of, damage to or destruction of, \nor for proceeds payable under, or unearned premiums with respect to, policies \nof insurance in respect of, any collateral, \n\n                                       4\n\n\nand any condemnation or requisition payments with respect to any collateral, \nin each case whether now existing or hereafter arising.\n\n     \"SECURED OBLIGATIONS\" means the obligations secured under this \nAgreement, including (a) all principal of and interest (including, without \nlimitation, any interest which accrues after the commencement of any case, \nproceeding or other action relating to the bankruptcy, insolvency or \nreorganization of the Company, whether or not allowed or allowable as a claim \nin any such case, proceeding or other action) on any Loan to the Company \nunder the Credit Agreement; (b) all other amounts payable by the Company \nhereunder or under any other Loan Document; and (c) any renewals or \nextensions of any of the foregoing.\n\n     \"SECURED PARTIES\" means (i) the Lenders, (ii) the Administrative Agent \nand (iii) the Collateral Agent.\n\n     \"SECURITY INTERESTS\" means the security interests granted pursuant to \nSection 3, as well as all other security interests created or assigned as \nadditional security for the Secured Obligations pursuant to the provisions of \nthis Agreement.\n\n     \"TRADEMARK LICENSE\" means any agreement now or hereafter in existence \ngranting to the Company, or pursuant to which the Company has granted to any \nother Person, any right to use any Trademark, including, without limitation, \nthe agreements identified on Schedule I to Exhibit C hereto.\n\n     \"TRADEMARKS\" means all of the following: (i) all trademarks, trade \nnames, corporate names, company names, business names, fictitious business \nnames, trade styles, service marks, logos, brand names, trade dress, prints \nand labels on which any of the foregoing have appeared or appear, package and \nother designs, and any other source or business identifiers, and general \nintangibles of like nature, and the rights in any of the foregoing which \narise under applicable law, (ii) the goodwill of the business symbolized \nthereby or associated with each of them, (iii) all registrations and \napplications in connection therewith, including, without limitation, \nregistrations and applications in the United States Patent and Trademark \nOffice or in any similar office or agency of the United States, any State \nthereof or any other country or any political subdivision thereof, (iv) all \nreissues, extensions and renewals thereof, (v) all claims for, and rights to \nsue for, past or future infringements of any of the foregoing and (vi) all \nincome, royalties, damages and payments now or hereafter due or payable with \nrespect to any of the foregoing, including, without limitation, damages and \npayments for past or future infringements thereof.\n\n     \"TRADEMARK SECURITY AGREEMENT\" means a Trademark Security Agreement \nexecuted and delivered by the Company in favor of the Collateral Agent, for \nthe benefit of the Secured Parties, substantially in the form of Exhibit C \nhereto, as the same may be amended from time to time.\n\n     \"UCC\" means the Uniform Commercial Code as in effect on the date hereof \nin the State of New York; PROVIDED that if by reason of mandatory provisions \nof law, the perfection or the effect of perfection or non-perfection of the \nSecurity Interest in any Collateral is governed by the Uniform Commercial \nCode as in effect in a jurisdiction other than New York, \"UCC\" means the \nUniform Commercial Code as in effect in such other jurisdiction for purposes \nof the provisions hereof relating to such perfection or effect of perfection \nor non-perfection.\n\n                                       5\n\n\n          SECTION 2.  REPRESENTATIONS AND WARRANTIES.  The Company represents \nand warrants as follows:\n\n     (a)  The Company has good and marketable title to all of the Collateral, \nfree and clear of any Liens other than the Permitted Liens.  All actions have \nbeen taken that are necessary under the UCC to perfect its interest in any \nAccounts in which it has an interest, as against its assignors and creditors \nof its assignors.\n\n     (b)  The Company has not performed any acts which might prevent the \nCollateral Agent from enforcing any of the terms of this Agreement or which \nwould limit the Collateral Agent in any such enforcement.  Other than \nfinancing statements or other similar or equivalent documents or instruments \nwith respect to the Security Interests and Permitted Liens, no financing \nstatement, mortgage, security agreement or similar or equivalent document or \ninstrument covering all or any part of the Collateral is on file or of record \nin any jurisdiction in which such filing or recording would be effective to \nperfect a Lien on such Collateral.  No Collateral is in the possession of any \nPerson (other than the Company) asserting any claim thereto or security \ninterest therein, except that the Collateral Agent or its designee may have \npossession of Collateral as contemplated hereby.  \n\n     (c)  Not later than the date of the first borrowing under the Credit \nAgreement, the Company shall deliver the Perfection Certificate to the \nCollateral Agent.  The information set forth therein shall be correct and \ncomplete.  Not later than 60 days following the date of the first Borrowing, \nthe Company shall furnish to the Collateral Agent file search reports from \neach filing office set forth in Schedule 7 to the Perfection Certificate or \nother evidence satisfactory to the Collateral Agent, acting on behalf of the \nRequired Lenders confirming the filing information set forth in such Schedule.\n\n     (d)  The Security Interests constitute valid security interests under \nthe UCC securing the Secured Obligations to the extent that a security \ninterest may be created in the Collateral under the UCC.  When the Patent \nSecurity Agreement and the Trademark Security Agreement have been filed with \nthe United States Patent and Trademark Office, the Security Interests shall \nconstitute perfected security interests in all right, title and interest of \nthe Company in Patents or Trademarks, prior to all other Liens and rights of \nothers therein except for Permitted Liens to the extent that a perfected \nsecurity interest may be created in such Collateral under the U.S. Patent Act \nor the Lanham Act.  When the Copyright Security Agreement has been filed with \nthe United States Copyright Office, the Security Interests shall constitute \nperfected security interests in all right, title and interest of the Company \nin Copyrights, prior to all other Liens and rights of others therein except \nfor the Permitted Liens to the extent that a perfected security interest may \nbe created in such Collateral under the U.S. Copyright Act.\n\n     (e)  Other than those listed on Schedule I to the Copyright Security \nAgreement, Schedule I to the Trademark Security Agreement, and Schedule I to \nthe Patent Security Agreement delivered on the date hereof (as the same may \nbe modified from time to time), the Company has no Copyright Licenses, \nCopyrights, Patent Licenses, Patents, Trademark Licenses or Trademarks.\n\n                                       6\n\n\n          SECTION 3.  THE SECURITY INTERESTS. (a) In order to secure the full \nand punctual payment of the Secured Obligations in accordance with the terms \nthereof, and to secure the performance of all of the obligations of the \nCompany hereunder and under the other Loan Documents, the Company hereby \npledges, hypothecates, assigns by way of security, transfers and grants to \nthe Collateral Agent for the ratable benefit of the Secured Parties a \ncontinuing security interest in and to all right, title and interest of the \nCompany in and to the following property, whether now owned or existing or \nhereafter acquired or arising and regardless of where located (all being \ncollectively referred to as the \"Collateral\"):\n\n          (i)    Accounts;\n\n          (ii)   Inventory;\n\n          (iii)  General Intangibles;\n\n          (iv)   Documents;\n\n          (v)    Instruments;\n\n          (vi)   Equipment;\n\n          (vii)  Investment Property;\n\n          (viii) Deposit Accounts;\n\n          (ix)   The Collateral Account, all cash deposited therein from time \nto time, the Liquid Investments made pursuant to Section 5(e) and other \nmonies and property of any kind of the Company in the possession or under the \ncontrol of the Collateral Agent;\n\n          (x)    All books and records (including, without limitation, \ncustomer lists, marketing information, credit files, price lists, operating \nrecords, vendor and supplier price lists, sales literature, computer \nprograms, printouts and other computer materials and records) of the Company \npertaining to any of the Collateral;\n\n          (xi)   All Proceeds of, attachments or accessions to, or \nsubstitutions for, all or any of the Collateral described in clauses (i) \nthrough (x) hereof;\n\nPROVIDED, HOWEVER, the Collateral shall not include any Excluded Contracts.\n\n     (b)  The Security Interests are granted as security only and shall not \nsubject the Collateral Agent or any other Secured Party to, or transfer or in \nany way affect or modify, any obligation or liability of the Company with \nrespect to any of the Collateral or any transaction in connection therewith.\n\n     (c)  Notwithstanding anything herein or in the other Loan Documents to \nthe contrary, to the extent this Agreement or any other Security Document \npurports to grant to the Collateral Agent a Lien in any License held directly \nor indirectly by the Company or any of its Subsidiaries, now owned or \nhereafter acquired, the Collateral Agent shall only have a Lien in \n\n                                       7\n\n\nsuch Licenses at such times and to the extent that a Lien in such Licenses is \npermitted under applicable law; PROVIDED, that any such Lien shall to the \nextent permitted by applicable law be deemed effective as of the later of (i) \nthe Effective Date or (ii) the date on which the Company was assigned, or \nacquired control over, the applicable License.  \n\n          SECTION 4.     FURTHER ASSURANCES; COVENANTS. (a) (i) The Company \nwill not establish or change (A) the location of its chief executive office \nor its chief place of business or (B) except for sales in the ordinary course \nof business, the locations where it keeps or holds any Collateral or records \nrelating thereto from the applicable location described in the Perfection \nCertificate unless it shall have given the Collateral Agent notice thereof \nand an opinion of counsel with respect thereto in accordance with Section \n4(k).  The Company shall not in any event change the location of any \nCollateral if such change would cause the Security Interests in such \nCollateral to lapse or cease to be perfected.\n\n          (ii)   The Company will not change its name, identity or corporate \nstructure (except as expressly permitted in the Credit Agreement) in any \nmanner unless it shall have given the Collateral Agent prior notice thereof \nand delivered an opinion of counsel with respect thereto in accordance with \nSection 4(k).\n\n     (b)  The Company will, from time to time, at its expense, execute, \ndeliver, file and record any statement, assignment, instrument, document, \nagreement or other paper and take any other action (including, without \nlimitation, any filings with the United States Patent and Trademark Office \n(including without limitation, a Patent Security Agreement and a Trademark \nSecurity Agreement), any filings with the United States Copyright Office \n(including without limitation a Copyright Security Agreement), any filings of \nfinancing or continuation statements under the UCC and any filings in, or \nagreements governed by the laws of, any foreign jurisdictions) that from time \nto time may be necessary or desirable, or that the Collateral Agent \nreasonably may request, in order to create, preserve, upgrade in rank (to the \nextent required hereby), perfect, confirm or validate the Security Interests \nor to enable the Collateral Agent and the other Secured Parties to obtain the \nfull benefits of this Agreement, or to enable the Collateral Agent to \nexercise and enforce, or facilitate the exercise and enforcement of, any of \nits rights, powers and remedies hereunder with respect to any of the \nCollateral.  To the extent permitted by law, the Company hereby authorizes \nthe Collateral Agent to execute and file financing statements or continuation \nstatements without the Company's signature appearing thereon. The Company \nagrees that a carbon, photographic or other reproduction of this Agreement or \nof a financing statement is sufficient as a financing statement. The Company \nshall pay the costs of, or incidental to, any recording or filing of any \nfinancing or continuation statements concerning the Collateral.\n\n     (c)  If any Collateral is at any time in the possession or control of \nany warehouseman, bailee or any of the Company's agents or processors, the \nCompany shall, upon the request of the Collateral Agent acting on the \ninstructions of the Required Lenders, notify such warehouseman, bailee, agent \nor processor of the Security Interests created hereby and instruct such \nPerson to hold all such Collateral for the Collateral Agent's account subject \nto the Collateral Agent's instructions.\n\n                                       8\n\n\n     (d)  The Company shall keep full and accurate books and records relating \nto the Collateral, and stamp or otherwise mark such books and records in such \nmanner as the Required Lenders may reasonably request in order to reflect the \nSecurity Interests.  The Company shall provide the Collateral Agent with \nreasonable access to such books and records during normal business hours in \naccordance with Section 5.08 of the Credit Agreement.\n\n     (e)  The Company will immediately deliver and pledge each Instrument \nconstituting Collateral to the Collateral Agent (other than checks and drafts \nconstituting payments in respect of Accounts, as to which the provisions of \nSection 5(b) shall apply), in each case appropriately endorsed to the \nCollateral Agent; PROVIDED that so long as no Event of Default (as defined \nunder the Credit Agreement) shall have occurred and be continuing, the \nCompany may retain any Instruments (i) that in the aggregate have a principal \nor face amount of $1,000 or less or (ii) in which a security interest has \nbeen and continues to be effectively created and perfected in favor of the \nCollateral Agent under the other Security Documents, and the Collateral Agent \nshall, promptly upon request of the Company, make appropriate arrangements \nfor making any Instrument pledged by the Company and delivered to the \nCollateral Agent available to it for purposes of presentation, collection or \nrenewal (any such arrangement to be effected, to the extent deemed \nappropriate to the Collateral Agent, against trust receipt or like document). \nAll certificates or instruments representing or evidencing Investment \nProperty (other than Investment Property held by a securities intermediary, a \ncommodities intermediary or another financial intermediary) shall be \ndelivered to and held by or on behalf of the Collateral Agent, for the \nratable benefit of the Secured Parties, pursuant hereto and shall be in \nsuitable form for transfer by delivery, duly endorsed and shall be \naccompanied by undated duly executed instruments of transfer or assignment in \nblank, with signatures appropriately guaranteed, and accompanied in each case \nby any required transfer tax stamps, all in form and substance satisfactory \nto the Collateral Agent. With respect to any Investment Property held by a \nsecurities intermediary, commodity intermediary or other financial \nintermediary of any kind, the Company shall execute and deliver, and shall \ncause any such intermediary to execute and deliver, a securities control \nagreement (\"Securities Control Agreement\") among the Company, the Collateral \nAgent, and such intermediary substantially in the form of Exhibit G which \nprovides, among other things, for the intermediary's agreement that it will \ncomply with such entitlement orders, and apply any value distributed on \naccount o any Investment Property maintained in an account with such \nintermediary, as directed by the Collateral Agent without further consent by \nthe Company.  The Collateral Agent shall have the right, at any time in its \ndiscretion and without notice to the Company after the occurrence and during \nthe continuance of an Event of Default, to cause any or all of the Investment \nProperty to be transferred of record into the name of the Collateral Agent or \nits nominee.\n\n     (f)  The Company shall use its best efforts to cause to be collected \nfrom its account debtors, as and when due, any and all amounts owing under or \non account of each Account constituting Collateral (including, without \nlimitation, Accounts which are delinquent, such Accounts to be collected in \naccordance with lawful collection procedures) and to apply forthwith upon \nreceipt thereof all such amounts as are so collected to the outstanding \nbalance of such Account. Unless an Event of Default (as defined under the \nCredit Agreement) has occurred and is continuing and the Collateral Agent is \nexercising its rights hereunder to collect Accounts, the Company may allow in \nthe ordinary course of business as adjustments to amounts owing under its \nAccounts constituting Collateral (i) an extension or renewal of the time or \ntimes of payment, \n\n                                       9\n\n\nor settlement for less than the total unpaid balance, which the Company finds \nappropriate in accordance with sound business judgment and (ii) a refund or \ncredit due as a result of returned or damaged merchandise or deficient \nservice, all in accordance with the Company's ordinary course of business \nconsistent with its historical collection practices.  The costs and expenses \n(including, without limitation, reasonable attorney's fees) of collection, \nwhether incurred by the Company or the Collateral Agent, shall be borne by \nthe Company.\n\n     (g)  Upon the occurrence and during the continuance of any Event of \nDefault under the Credit Agreement, upon the request of the Required Lenders \nacting through the Collateral Agent, the Company will promptly notify (and \nthe Company hereby authorizes the Collateral Agent so to notify) each account \ndebtor in respect of any Account or Instrument constituting Collateral that \nsuch Collateral has been assigned to the Collateral Agent hereunder, and that \nany payments due or to become due in respect of such Collateral are to be \nmade directly to the Collateral Agent or its designee.\n\n     (h)  The Company shall, (i) as soon as practicable after the date \nhereof, in the case of Equipment now owned constituting goods in which a \nsecurity interest is perfected by a notation on the certificate of title or \nsimilar evidence of the ownership of such goods (unless such security \ninterest may otherwise be perfected and is so perfected), and (ii) within 10 \ndays of acquiring any other similar Equipment, in each case, (a) having a \nvalue in excess of $25,000 or (b) having a value in excess of $10,000, if the \naggregate of all such items owned by the Company at any time is greater than \n$50,000, deliver to the Collateral Agent any and all certificates of title, \napplications for title or similar evidence of ownership of such Equipment and \nshall cause the Collateral Agent to be named as lienholder on any such \ncertificate of title or other evidence of ownership.  The Company shall \npromptly inform the Collateral Agent of any additions to or deletions from \nsuch Equipment in excess of $10,000. The Company shall not permit any items \nof Equipment to become a fixture to real estate..\n\n     (i)  The Company will, promptly upon request, provide to the Collateral \nAgent all information and evidence it may reasonably request concerning the \nCollateral, and in particular the Accounts, to enable the Collateral Agent to \nenforce the provisions of this Agreement.\n\n     (j)  The Company shall notify the Collateral Agent immediately if it \nknows, or has reason to know, that any application or registration relating \nto any Material Copyright, Material Patent or Material Trademark may become \nabandoned, or of any adverse determination or development (including, without \nlimitation, the institution of, or any such determination or development in, \nany proceeding in the United States Copyright Office, the United States \nPatent and Trademark Office, or any court) regarding the Company's ownership \nof any Material Copyright, Material Patent or Material Trademark, its right \nto register or patent the same, or to keep and maintain the same.  For \npurposes of this Section 4(j), \"Material Patent\", \"Material Trademark\" and \n\"Material Copyright\" shall mean one or more Copyrights, Patents or \nTrademarks, respectively, which individually has a fair market value in \nexcess of $10,000 or are individually or in the aggregate otherwise material \nto the business of the Company.  In the event that any right to any \nCopyright, Copyright License, Patent, Patent License, Trademark or Trademark \nLicense is infringed, misappropriated or diluted by a third party, the \nCompany shall notify the Collateral Agent promptly after it learns thereof \nand shall, unless the Company shall reasonably determine that any such action \nwould be of negligible economic value, promptly sue \n\n                                       10\n\n\nfor infringement, misappropriation or dilution and to recover any and all \ndamages for such infringement, misappropriation or dilution, and take such \nother actions as the Company shall reasonably deem appropriate under the \ncircumstances to protect such Copyright, Copyright License, Patent, Patent \nLicense, Trademark or Trademark License.  In no event shall the Company, \neither itself or through any agent, employee or licensee, file an application \nfor the registration of any Copyright with the United States Copyright Office \nor any Material Patent or Material Trademark with the United States Patent \nand Trademark Office, or with any similar office or agency in any other \ncountry or any political subdivision thereof, unless not less than 30 days \nprior thereto it informs the Collateral Agent, and, upon request of the \nCollateral Agent, executes and delivers any and all agreements, instruments, \ndocuments and papers the Collateral Agent may request to evidence the \nSecurity Interests in such Copyright, Patent or Trademark and the goodwill \nand general intangibles of the Company relating thereto or represented \nthereby, and the Company hereby constitutes the Collateral Agent its \nattorney-in-fact to execute and file all such writings for the foregoing \npurposes, all acts of such attorney being hereby ratified and confirmed; such \npower, being coupled with an interest, shall be irrevocable until the Secured \nObligations are paid in full.\n\n     (k)  Not more than four months nor less than 10 days prior to each date \non which the Company proposes to take any action contemplated by Section \n4(a)(i) or (ii), the Company shall, at its cost and expense, cause to be \ndelivered to the Secured Parties an opinion of counsel satisfactory to the \nCollateral Agent (the Company's general counsel being deemed to be \nsatisfactory unless the Collateral Agent notifies the Company otherwise), to \nthe effect of Exhibit E hereto and in a form and substance reasonably \nsatisfactory to the Administrative Agent, to the effect that all financing \nstatements and amendments or supplements thereto, continuation statements and \nother documents required to be recorded or filed in order to perfect and \nprotect the Security Interests for a period, specified in such opinion, \ncontinuing until a date not earlier than eighteen months from the date of \nsuch opinion, against all creditors of and purchasers from the Company have \nbeen filed in each filing office necessary for such purpose and that all \nfiling fees and taxes, if any, payable in connection with such filings have \nbeen paid in full (except as noted therein with respect to any continuation \nstatements to be filed within such period).\n\n     SECTION 5.  COLLATERAL ACCOUNT AND LOCKBOX ACCOUNT.  If requested by the \nCollateral Agent at any time following the occurrence of an Event of Default \n(whether or not such Event of Default is subsequently cured), the following \nprovisions of this Section shall become effective and the Company shall take \nall necessary action to give effect thereto:\n\n     (a)  The Company shall establish with the Collateral Agent or a \ncommercial bank designated by the Collateral Agent a cash collateral account \n(such account, together with any additional account so established for such \npurpose from time to time, the \"Collateral Account\") in the name and under \nthe control of the Collateral Agent into which there shall be deposited from \ntime to time the cash proceeds of the Collateral required to be delivered to \nthe Collateral Agent pursuant to subsection (d) of this Section 5 or any \nother provision of this Agreement or any other Loan Document.  Any income \nreceived by the Collateral Agent with respect to the balance from time to \ntime standing to the credit of the Collateral Account, including any interest \nor capital gains on Liquid Investments, shall remain, or be deposited, in the \nCollateral Account.  All right, title and interest in and to the cash amounts \non deposit from time to time in the Collateral Account together with any \nLiquid Investments from time to time made pursuant to \n\n                                       11\n\n\nsubsection (e) of this Section shall vest in the Collateral Agent, shall \nconstitute part of the Collateral hereunder and shall not constitute payment \nof the Secured Obligations until applied thereto as hereinafter provided.\n\n     (b)  The Company shall deliver to the Collateral Agent counterparts of \nthe Lockbox Agreement executed and delivered on behalf of the Company and the \nLockbox Bank.  The Company shall instruct all account debtors and other \nPersons obligated in respect of all Accounts to make all payments in respect \nof such Accounts constituting Collateral directly to the Lockbox Bank (by \ninstructing that such payments be remitted to the Post Office Box referred to \nin the Lockbox Agreement with the Lockbox Bank).  In addition to the \nforegoing, the Company agrees that if the proceeds of any Collateral \nhereunder (including the payments made in respect of such Accounts) shall be \nreceived by it, the Company shall as promptly as possible deposit such \nproceeds into the Lockbox Account.  Until so deposited, all such proceeds \nshall be held in trust by the Company for and as the property of the \nCollateral Agent and the Secured Parties and shall not be commingled with any \nother funds or property of the Company.\n\n     (c)  The balance from time to time standing to the credit of the Lockbox \nAccount shall, except upon the occurrence and continuation of an Event of \nDefault (as defined under the Credit Agreement), be distributed to the \nCompany upon the order of the Company.  Amounts on deposit in the Lockbox \nAccount shall, except upon the occurrence and continuation of an Event of \nDefault, be invested and re-invested from time to time in Permitted \nInvestments as the Company shall determine.\n\n     (d)  Upon the occurrence and continuation of an Event of Default (as \ndefined under the Credit Agreement), the Collateral Agent shall, if so \ninstructed by the Required Lenders, (i) deliver a Stop Transfer Notice (as \ndefined in the Lockbox Agreement) to the Lockbox Bank and instruct the \nLockbox Bank to transfer to the Collateral Account all funds then and \nthereafter standing to the credit of the Lockbox Account with the Lockbox \nBank and (ii) apply or cause to be applied (subject to collection) any or all \nof the balance from time to time standing to the credit of the Collateral \nAccount and such Lockbox Account in the manner specified in Section 9.\n\n     (e)  Amounts on deposit in the Collateral Account and, during the \ncontinuance of an Event of Default, the Lockbox Account shall be invested and \nre-invested from time to time in such Liquid Investments as the Company shall \ndetermine, which Liquid Investments shall be held in the name and be under \nthe control of the Collateral Agent, provided that, if an Event of Default \nhas occurred and is continuing, the Collateral Agent shall, if instructed by \nthe Required Lenders, liquidate any such Liquid Investments and apply or \ncause to be applied the proceeds thereof to the payment of the Secured \nObligations in the manner specified in Section 9. For this purpose, (i) each \nLiquid Investment shall mature within 30 days after it is acquired by the \nCollateral Agent and (ii) in order to provide the Collateral Agent, for the \nbenefit of the Secured Parties, with a perfected security interest therein, \neach Liquid Investment shall be either:\n\n                 (i)     evidenced by negotiable certificates or instruments, or\n     if non-negotiable then issued in the name of the Collateral Agent, which\n     (together with any appropriate instruments of transfer) are delivered to,\n     and held by, the Collateral Agent or an agent thereof (which shall not be\n     the Company or any of its Affiliates) in the State of New York or the\n     Commonwealth of Massachusetts; or \n\n                                       12\n\n\n                 (ii)    in book-entry form and issued by the United States and\n     subject to pledge under applicable state law and Treasury regulations and\n     as to which (in the opinion of counsel to the Collateral Agent) appropriate\n     measures shall have been taken for perfection of the Security Interests.\n\n     SECTION 6.  GENERAL AUTHORITY.  The Company hereby irrevocably appoints the\nCollateral Agent its true and lawful attorney, with full power of substitution,\nin the name of the Company, the Collateral Agent, the Secured Parties or\notherwise, for the sole use and benefit of the Collateral Agent and the other\nSecured Parties, but at the Company's expense, to the extent permitted by law to\nexercise, at any time and from time to time while an Event of Default (as\ndefined under the Credit Agreement) has occurred and is continuing, all or any\nof the following powers with respect to all or any of the Collateral:\n\n          (i)    to demand, sue for, collect, receive and give acquittance for\n     any and all monies due or to become due thereon or by virtue thereof,\n\n          (ii)   to settle, compromise, compound, prosecute or defend any action\n     or proceeding with respect thereto,\n\n          (iii)  to sell, transfer, assign or otherwise deal in or with the same\n     or the proceeds or avails thereof, as fully and effectually as if the\n     Collateral Agent were the absolute owner thereof, and\n\n          (iv)   to extend the time of payment of any or all thereof and to make\n     any allowance and other adjustments with reference thereto;\n\nPROVIDED that the Collateral Agent shall give the Company not less than ten\ndays' prior written notice of the time and place of any sale or other intended\ndisposition of any of the Collateral, except any Collateral which is perishable\nor threatens to decline speedily in value or is of a type customarily sold on a\nrecognized market.  To the extent permitted by law, the Company agrees that such\nnotice constitutes \"reasonable notification\" within the meaning of Section\n9-504(3) of the UCC.\n\n          SECTION 7.  REMEDIES UPON EVENT OF DEFAULT. (a) If any Event of \nDefault under the Credit Agreement has occurred and is continuing, the \nCollateral Agent may, in accordance with the written instructions of the \nRequired Lenders, exercise on behalf of the Secured Parties all rights of a \nsecured party under the UCC (whether or not in effect in the jurisdiction \nwhere such rights are exercised) and, in addition, the Collateral Agent may, \nwithout being required to give any notice, except as herein provided or as \nmay be required by mandatory provisions of law, (i) withdraw all cash and \nLiquid Investments in the Collateral Account and apply such monies, Liquid \nInvestments and other cash, if any, then held by it as Collateral as \nspecified in Section 9 and (ii) if there shall be no such monies, Liquid \nInvestments or cash or if such monies, Liquid Investments or cash shall be \ninsufficient to pay all the Secured Obligations in full, sell the Collateral \nor any part thereof at public or private sale, for cash, upon credit or for \nfuture delivery, and at such price or prices as the Collateral Agent may deem \nsatisfactory.  The Collateral Agent or any other Secured Party may be the \npurchaser of any or all of the Collateral so sold at any public sale (or, if \nthe Collateral is of a type customarily sold in a recognized market or is of \na \n\n                                       13\n\n\ntype which is the subject of widely distributed standard price quotations, at \nany private sale) and thereafter hold the same, absolutely, free from any \nright or claim of whatsoever kind.  The Company will execute and deliver such \ndocuments and take such other action as the Collateral Agent deems necessary \nor advisable in order that any such sale may be made in compliance with law.  \nUpon any such sale the Collateral Agent shall have the right to deliver, \nassign and transfer to the purchaser thereof the Collateral so sold.  Each \npurchaser at any such sale shall hold the Collateral so sold to it \nabsolutely, free from any claim or right of whatsoever kind, including any \nequity or right of redemption of the Company which may be waived, and the \nCompan, to the extent permitted by law, hereby specifically waives all rights \nof redemption, stay or appraisal which it has or may have under any law now \nexisting or hereafter adopted.  The notice (if any) of such sale required by \nSection 6 shall (1) in case of a public sale, state the time and place fixed \nfor such sale, and (2) in the case of a private sale, state the day after \nwhich such sale may be consummated.  Any such public sale shall be held at \nsuch time or times within ordinary business hours and at such place or places \nas the Collateral Agent may fix in the notice of such sale.  At any such sale \nthe Collateral may be sold in one lot as an entirety or in separate parcels, \nas the Collateral Agent may determine.  The Collateral Agent shall not be \nobligated to make any such sale pursuant to any such notice.  The Collateral \nAgent may, without notice or publication, adjourn any public or private sale \nor cause the same to be adjourned from time to time by announcement at the \ntime and place fixed for the sale, and such sale may be made at any time or \nplace to which the same may be so adjourned.  In case of any sale of all or \nany part of the Collateral on credit or for future delivery, the Collateral \nso sold may be retained by the Collateral Agent until the selling price is \npaid by the purchaser thereof, but the Collateral Agent shall not incur any \nliability in case of the failure of such purchaser to take up and pay for the \nCollateral so sold and, in case of any such failure, such Collateral may \nagain be sold upon like notice.  The Collateral Agent, instead of exercising \nthe power of sale herein conferred upon it, may in accordance with the \ninstructions of the Required Lenders proceed by a suit or suits at law or in \nequity to foreclose the Security Interests and sell the Collateral, or any \nportion thereof, under a judgment or decree of a court or courts of competent \njurisdiction.\n\n     (b)  For the purpose of enforcing any and all rights and remedies under \nthis Agreement the Collateral Agent may (i) require the Company to, and the \nCompany agrees that it will, at its expense and upon the request of the \nCollateral Agent, forthwith assemble all or any part of the Collateral as \ndirected by the Collateral Agent and make it available at a place designated \nby the Collateral Agent which is, in the opinion of the Collateral Agent, \nreasonably convenient to the Collateral Agent and the Company, whether at the \npremises of the Company or otherwise, (ii) to the extent permitted by \napplicable law, enter, with or without process of law and without breach of \nthe peace, any premise where any of the Collateral is or may be located, and \nwithout charge or liability to it seize and remove such Collateral from such \npremises, (iii) have access to and use the Company's books and records \nrelating to the Collateral and (iv) prior to the disposition of the \nCollateral, store or transfer it without charge in or by means of any storage \nor transportation facility owned or leased by the Company, process, repair or \nrecondition it or otherwise prepare it for disposition in any manner and to \nthe extent the Collateral Agent reasonably deems appropriate and, in \nconnection with such preparation and disposition, use without charge any \ncopyright, trademark, trade name, patent or technical process used by the \nCompany.  \n\n                                       14\n\n\n     (c)  Without limiting the generality of the foregoing, if any Event of \nDefault (as defined under the Credit Agreement) has occurred and is \ncontinuing,\n\n          (i)    the Collateral Agent may license, or sublicense, whether\n     general, special or otherwise, and whether on an exclusive or non-exclusive\n     basis, any Copyrights, Patents or Trademarks included in the Collateral\n     throughout the world for such term or terms, on such conditions and in such\n     manner as the Collateral Agent shall in its sole discretion determine;\n\n          (ii)   the Collateral Agent may (without assuming any obligations or\n     liability thereunder), at any time and from time to time, in its sole\n     discretion, enforce (and shall have the exclusive right to enforce) against\n     any licensee or sublicensee all rights and remedies of the Company in, to\n     and under any Copyright Licenses, Patent Licenses or Trademark Licenses\n     included in the Collateral and take or refrain from taking any action under\n     any thereof, and the Company hereby releases the Collateral Agent and each\n     of the other Secured Parties from, and agrees to hold the Collateral Agent\n     and each of the other Secured Parties free and harmless from and against\n     any claims and expenses arising out of, any lawful action so taken or\n     omitted to be taken with respect thereto; and\n\n          (iii)  upon request by the Collateral Agent, the Company will execute\n     and deliver to the Collateral Agent a power of attorney, in form and\n     substance satisfactory to the Collateral Agent, for the implementation of\n     any lease, assignment, license, sublicense, grant of option, sale or other\n     disposition of a Copyright, Patent or Trademark included in the Collateral\n     or any action related thereto.  In the event of any such disposition\n     pursuant to this Section, the Company shall supply its know-how and\n     expertise relating to the manufacture and sale of the products bearing\n     Trademarks or the products or services made or rendered in connection with\n     Patents, and its customer lists and other records relating to such Patents\n     or Trademarks and to the distribution of said products, to the Collateral\n     Agent.\n\n     (d)  Notwithstanding anything to the contrary contained herein or any \nother Loan Document, neither the Collateral Agent nor any Secured Party \nshall, without first obtaining the approval of a Governmental Authority, take \nany action pursuant to this Agreement or any other Loan Document which would \nconstitute or result in an assignment of any License held by the Company or a \ntransfer of control of the Company if such assignment or transfer would \nrequire, under the existing applicable law, the prior approval of such \nGovernmental Authority.  The Company agrees to take, and the Company agrees \nto cause each of its Subsidiaries to take, in each case upon the occurrence \nand during the continuance of an Event of Default, any action that the \nCollateral Agent may reasonably request in order to obtain from any \nGovernmental Authority such approval as may be necessary to enable the \nCollateral Agent to assign or transfer control of the Licenses pursuant to \nthis Agreement, the Loan Documents and each other agreement, instrument and \ndocument delivered to the Collateral Agent in connection herewith and \ntherewith, including specifically, at the expense of the Company, the use of \nthe Company's and each of its Subsidiaries' commercially reasonable efforts \nto assist in obtaining approval of such Governmental Authority for any action \nor transaction contemplated by this Agreement for which such approval is or \nshall be required by law, and specifically, without limitation, upon request, \nto prepare, sign and file with such Governmental Authority, the assignor's or \ntransferor's portion of \n\n                                       15\n\n\nany application or applications for consent to the assignment of any License \nor transfer of control necessary or appropriate under the rules and \nregulations of such Governmental Authority for approval of any sale or sales \nof any of the Collateral by or on behalf of the Collateral Agent.\n\n          SECTION 8.  LIMITATION ON DUTY OF COLLATERAL AGENT IN RESPECT OF \nCOLLATERAL.  Beyond the exercise of reasonable care in the custody thereof, \nthe Collateral Agent shall have no duty as to any Collateral in its \npossession or control or in the possession or control of any agent or bailee \nor any income thereon or as to the preservation of rights against prior \nparties or any other rights pertaining thereto.  The Collateral Agent shall \nbe deemed to have exercised reasonable care in the custody of the Collateral \nin its possession if the Collateral is accorded treatment substantially equal \nto that which it accords its own property, and shall not be liable or \nresponsible for any loss or damage to any of the Collateral, or for any \ndiminution in the value thereof, by reason of the act or omission of any \nwarehouseman, carrier, forwarding agency, consignee or other agent or bailee \nselected by the Collateral Agent in good faith; PROVIDED, HOWEVER, nothing in \nthis Section 8 shall be deemed to prejudice any rights of the Company against \nsuch warehouseman, carrier, forwarding agency, consignee or other agent or \nbailee.\n\n          SECTION 9.  APPLICATION OF PROCEEDS.  Upon the occurrence and \nduring the continuance of an Event of Default (as defined under the Credit \nAgreement), the proceeds of any sale of, or other realization upon, all or \nany part of the Collateral and any cash held in the Collateral Account shall \nbe applied by the Collateral Agent in accordance with the Credit Agreement.\n\n          SECTION 10. APPOINTMENT OF CO-COLLATERAL AGENTS.  At any time or \ntimes, in order to comply with any legal requirement in any jurisdiction, the \nCollateral Agent may appoint another bank or trust company or one or more \nother persons, either to act as co-agent or co-agents, jointly with the \nCollateral Agent, or to act as separate agent or agents on behalf of the \nSecured Parties with such power and authority as may be necessary for the \neffectual operation of the provisions hereof and may be specified in the \ninstrument of appointment.\n\n          SECTION 11. EXPENSES.  In the event that the Company fails to \ncomply with the provisions of the Loan Documents or this Agreement, such that \nthe value of any Collateral or the validity, perfection, rank or value of any \nSecurity Interest is thereby diminished or potentially diminished or put at \nrisk, the Collateral Agent if requested by the Required Lenders (i) shall \ndeliver written notice of such non-compliance to the Company requesting that \nit cure such non-compliance, and (ii) if within ten Business Days after \ndelivery of such notice the Company has failed to cure such non-compliance, \nthe Collateral Agent may, but shall not be required to, effect such \ncompliance on behalf of the Company, and the Company shall reimburse the \nCollateral Agent for the reasonable costs thereof on demand.  All insurance \nexpenses and all expenses of protecting, storing, warehousing, appraising, \ninsuring, handling, maintaining and shipping the Collateral, any and all \nexcise, property, sales, and use taxes imposed by any state, federal, or \nlocal authority on any of the Collateral, or in respect of periodic \nappraisals and inspections of the Collateral to the extent the same may \nreasonably be requested by the Required Lenders acting through the Collateral \nAgent from time to time, or in respect of the sale or other disposition \nthereof, shall be borne and paid by the Company; and if the Company fails to \npromptly pay any portion thereof when due, except, if no Event of Default (as \ndefined under the Credit Agreement) has occurred and is continuing, with \nrespect to taxes which are being contested as permitted by \n\n                                       16\n\n\nSection 5.05 of the Credit Agreement, the Collateral Agent or any other \nSecured Party may, at its option, but shall not be required to, pay the same \nand charge the Company's account therefor, and the Company agrees to \nreimburse the Collateral Agent or such Secured Party therefor on demand.  All \nreasonable sums so paid or incurred by the Collateral Agent or any other \nSecured Party for any of the foregoing and any and all other sums for which \nthe Company may become liable hereunder and all costs and expenses (including \nattorneys' fees, legal expenses and court costs) reasonably incurred by the \nCollateral Agent or any other Secured Party in enforcing or protecting the \nSecurity Interests or any of their rights or remedies under this Agreement, \nshall, together with interest thereon for each day until paid at the \nAlternate Base plus the Applicable Rate plus interest at a rate per annum \nequal to two percent (2%) for such day, be additional Secured Obligations \nhereunder.\n\n          SECTION 12. TERMINATION OF SECURITY INTERESTS; RELEASE OF \nCOLLATERAL. (a) Upon the repayment in full of all Secured Obligations and the \ntermination of the Commitments, the Security Interests shall terminate and \nall rights to the Collateral shall revert to the Company.\n\n     (b)  At any time and from time to time prior to such termination of the \nSecurity Interests, the Collateral Agent shall release the Collateral in \naccordance with Section 5(c) hereof.\n\n     (c)  If any Collateral is sold, leased, exchanged, assigned or otherwise \ndisposed of, or with respect to which on option has been granted, in \naccordance with and as permitted under the Credit Agreement, the Security \nInterests created hereby in such item (but not in any Proceeds arising from \nsuch sale or exchange) shall cease immediately without any further action on \nthe part of the Collateral Agent.\n\n     (d)  Upon any such termination of the Security Interests or release of \nCollateral, the Collateral Agent will, at the expense of the Company, execute \nand deliver to the Company such documents as the Company shall reasonably \nrequest to evidence the termination of the Security Interests or the release \nof such Collateral, as the case may be.\n\n          SECTION 13.  NOTICES.  All notices, approvals, requests, demands \nand other communications hereunder shall be given in accordance with Section \n9.01 of the Credit Agreement.\n\n          SECTION 14.  WAIVERS, NON-EXCLUSIVE REMEDIES.  No failure on the \npart of the Collateral Agent to exercise, and no delay in exercising and no \ncourse of dealing with respect to, any right under this Agreement or any \nother Loan Document shall operate as a waiver thereof, nor shall any single \nor partial exercise by the Collateral Agent of any right under this Agreement \nor any other Loan Document preclude any other or further exercise thereof or \nthe exercise of any other right.  The rights in this Agreement or the Loan \nDocuments are cumulative and are not exclusive of any other remedies provided \nby law.\n\n          SECTION 15. SUCCESSORS AND ASSIGNS.  This Agreement is for the \nbenefit of the Collateral Agent and the other Secured Parties and their \nsuccessors and assigns, and in the event of an assignment of all or any of \nthe Secured Obligations, the rights hereunder, to the extent applicable to \nthe indebtedness so assigned, may be transferred with such indebtedness.  \nThis Agreement shall be binding on the Company and its successors and assigns \nand the rights of the \n\n                                       17\n\n\nCompany hereunder shall inure to the benefit of the Company's successors and \npermitted assigns.\n\n          SECTION 16. CHANGES IN WRITING.  Neither this Agreement nor any \nprovision hereof may be changed, waived, discharged or terminated orally, but \nonly in writing signed by the Company and the Collateral Agent with the \nconsent of the Required Lenders.\n\n          SECTION 17. SEVERABILITY.  If any provision hereof is invalid and \nunenforceable in any jurisdiction, then, to the fullest extent permitted by \nlaw, (i) the other provisions hereof shall remain in full force and effect in \nsuch jurisdiction and shall be liberally construed in favor of the Collateral \nAgent and the other Secured Parties in order to carry out the intentions of \nthe parties hereto as nearly as may be possible; and (ii) the invalidity or \nunenforceability of any provision hereof in any jurisdiction shall not affect \nthe validity or enforceability of such provision in any other jurisdiction.\n\n          SECTION 18. COUNTERPARTS.  This Agreement may be executed in any \nnumber of counterparts, all of which taken together shall constitute one and \nthe same instrument and any of the parties hereto may execute this Agreement \nby signing any such counterpart.\n\n          SECTION 19. GOVERNING LAW; JURISDICTION; CONSENT TO SERVICE OF \nPROCESS. (a) This Agreement shall be construed in accordance with and \ngoverned by the law of the State of New York.\n\n     (b)  The Company hereby irrevocably and unconditionally submits, for \nitself and its property, to the nonexclusive jurisdiction of the Supreme \nCourt of the State of New York sitting in New York County and of the United \nStates District Court of the Southern District of New York, and any appellate \ncourt from any thereof, in any action or proceeding arising out of or \nrelating to any Loan Document, or for recognition or enforcement of any \njudgment, and each of the parties hereto hereby irrevocably and \nunconditionally agrees that all claims in respect of any such action or \nproceeding may be heard and determined in such New York State or, to the \nextent permitted by law, in such Federal court.  Each of the parties hereto \nagrees that a final judgment in any such action or proceeding shall be \nconclusive and may be enforced in other jurisdictions by suit on the judgment \nor in any other manner provided by law. Nothing in this Agreement or any \nother Loan Document shall affect any right that either Agent or any Lender \nmay otherwise have to bring any action or proceeding relating to this \nAgreement or any other Loan Document against the Parent, the Borrower or \ntheir properties in the courts of any jurisdiction.\n\n     (c)  The Company hereby irrevocably and unconditionally waives, to the \nfullest extent it may legally and effectively do so, any objection which it \nmay now or hereafter have to the laying of venue of any suit, action or \nproceeding arising out of or relating to this Agreement or any other Loan \nDocument in any court referred to in paragraph (b) of this Section.  Each of \nthe parties hereto hereby irrevocably waives, to the fullest extent permitted \nby law, the defense of an inconvenient forum to the maintenance of such \naction or proceeding in any such court.\n\n     (d)  Each of the Parent and the Borrower hereby irrevocably appoints and \ndesignates CT Corporation System, whose address is 1633 Broadway, New York, \nNew York 10019, or any other person having and maintaining a place of \nbusiness in the State of New York whom the \n\n                                       18\n\n\nParent or the Borrower may from time to time hereafter designate (having \ngiven 30 days' notice thereof to the Administrative Agent, each Lender and \nthe Collateral Agent), as the true and lawful attorney and duly authorized \nagent for acceptance of service of legal process of the Parent and the \nBorrower.  Without prejudice to the foregoing, each party to this Agreement \nirrevocably consents to service of process in the manner provided for notices \nin Section 9.01 of the Credit Agreement.  Nothing in this Agreement or any \nother Loan Document will affect the right of any party to this Agreement to \nserve process in any other manner permitted by law.\n\n          SECTION 20. WAIVER OF JURY TRIAL.  EACH PARTY HERETO HEREBY WAIVES, \nTO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A \nTRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF \nOR RELATING TO THIS AGREEMENT, ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS \nCONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY).  \nEACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF \nANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER \nPARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING \nWAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN \nINDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL \nWAIVERS AND CERTIFICATIONS IN THIS SECTION.\n\n          SECTION 21. WAIVER OF IMMUNITY.  To the extent that the Company has \nor hereafter may acquire any immunity from jurisdiction of any court or from \nany legal process (whether through service or notice, attachment prior to \njudgment, attachment in aid or execution, or otherwise) with respect to \nitself or its property, the Company hereby irrevocably waives such immunity \nin respect of its obligations hereunder and under the other Loan Documents to \nthe extent permitted by applicable law and, without limiting the generality \nof the foregoing, agrees that the waivers set forth in this Section shall \nhave effect to the fullest extent permitted under the Foreign Sovereign \nImmunities Act of 1976 of the United States of America and are intended to be \nirrevocable for purposes of such Act.\n          \n\n                        (Signatures Follow on Next Page)\n\n\n\n\n                                       19\n\n\n          IN WITNESS WHEREOF, the parties hereto have caused this Security \nAgreement (Borrower) to be duly executed by their respective authorized \nofficers as of the day and year first above written.\n\n\n                                   JATO OPERATING CORP.\n          \n          \n          \n          \n                                   By:  \n                                       ------------------------------------\n                                   Name:\n                                   Title:\n          \n          \n                                   STATE STREET BANK AND TRUST COMPANY, as\n                                   Collateral Agent\n          \n          \n          \n                                   By:\n                                       ------------------------------------\n                                   Name:\n                                   Title:\n\n\n\n\n\n\n                                                            EXHIBIT A\n                                                               TO\n                                                            SECURITY\n                                                            AGREEMENT\n\n                                       \n                             PERFECTION CERTIFICATE\n\n     The undersigned, [____________], Chief Executive Officer of JATO \nOPERATING CORP., a Delaware corporation (the \"Company\"), hereby certifies \nwith reference to the Security Agreement (Borrower), dated as of July 14, \n1999, between the Company and State Street Bank and Trust Company, as \nCollateral Agent (terms defined therein or as provided therein being used \nherein as therein defined), to the Administrative Agent and each Lender as \nfollows:\n\n     SECTION 1.  NAMES. \n\n          (a)    The exact corporate name of the Company as it appears in its\n     certificate of incorporation is as follows:  [___________________]\n\n          (b)    The Company has not had any other corporate name since its\n     organization.\n\n          (c)    Except as set forth in Schedule 1, the Company has not changed\n     its identity or corporate structure in any way within the past five years.\n\n          (d)    The following is a list of all other names (including trade\n     names or similar appellations) used by the Company or any of its divisions\n     or other business units at any time during the past five years: \n[___________________]\n\n     SECTION 2.  CURRENT LOCATIONS.  As of the date hereof, (a) the chief\nexecutive office of the Company is located at the following address:\n\n     NAME                          MAILING ADDRESS\n     ---------------------------------------------\n\n          (b)    The following are all the locations where the Company maintains\n     any books or records relating to any Accounts:\n\n     NAME                          MAILING ADDRESS\n     ---------------------------------------------\n\n          (c)    The following are all the places of business of the Company not\n     identified above:\n\n     NAME                          MAILING ADDRESS\n     ---------------------------------------------\n                                       \n\n\n                                  Exhibit A-1\n\n\n          (d)    The following are all the locations not identified above where\n     the Company maintains any Inventory:\n\n     NAME                          MAILING ADDRESS\n     ---------------------------------------------\n\n          (e)    The following are all the locations not identified above where\n     the Company maintains or contemplates maintaining at any time when the\n     Loans are to be outstanding any Equipment:\n\n     NAME                          MAILING ADDRESS\n     ---------------------------------------------\n\n          (f)    The following are the names and addresses of all Persons other\n     than the Company which have possession of any of the Company's Inventory:\n\n     NAME                          MAILING ADDRESS\n     ---------------------------------------------\n\n          (g)    The following are the names and addresses of all Persons other\n     than the Company which have possession of any of the Company's Investment\n     Property:\n\n     NAME                          MAILING ADDRESS\n     ---------------------------------------------\n     \n\n     SECTION 3.  PRIOR LOCATIONS.\n\n          (a)    Set forth below is the information required by subparagraphs\n     (a), (b) and (c) of paragraph 2 with respect to each location or place of\n     business maintained by the Company at any time during the past five years: \n\n          (b)    Set forth below is the information required by subparagraphs\n     (d) and (e) of paragraph 2 with respect to each location or bailee where or\n     with whom Inventory has been lodged at any time during the past four\n     months:\n\n     SECTION 4.  UNUSUAL TRANSACTIONS.  All Accounts have been originated by \nthe Company and all Inventory and Equipment has been acquired by the Company \nin the ordinary course of its business.\n\n     SECTION 5.  FILE SEARCH REPORTS.  Attached hereto as Schedule 5(a) is a \ntrue copy of a file search report from the Uniform Commercial Code filing \nofficer in each jurisdiction identified in paragraph 2 or 3 above with \nrespect to each name set forth in paragraph 1. Attached hereto as Schedule \n5(b) is a true copy of each financing statement or other filing identified in \nsuch file search reports.\n\n     SECTION 6.  UCC FILINGS.  (a)  A duly signed financing statement on Form \nUCC- 1 in substantially the form of Schedule 6 hereto has been duly delivered \nto the Collateral Agent for \n\n                                  Exhibit A-2\n\n\nfiling in the Uniform Commercial Code filing office in each jurisdiction \nidentified in paragraph 2 hereof.\n\n     Attached hereto as Schedule 6(b) is a true copy of each such filing duly \nacknowledged by the filing officer.\n\n     SECTION 7.  SCHEDULE OF FILINGS.  Attached hereto as Schedule 7 is a \nschedule setting forth filing information with respect to the filings \ndescribed in paragraph 6 above.\n\n     SECTION 8.  FILING FEES.  All filing fees and taxes payable in \nconnection with the filings described in paragraph 6 above have been paid.\n     \n     \nIN WITNESS WHEREOF, I have hereunto set my hand this _____ day of [_________],\n1999.\n     \n     \n     \n                                       ---------------------------------\n                                       Name:     \n                                       Title\n\n\n\n\n\n                                  Exhibit A-3\n\n\n                                                                      SCHEDULE 1\n\n                            CHANGE IN CORPORATE STRUCTURE\n\n\n\n                                                                   SCHEDULE 6(b)\n\n                                     UCC FILINGS\n\n\n\n                                                                      SCHEDULE 7\n\n                                 SCHEDULE OF FILINGS\n\n\n\n\n                                                                 EXHIBIT B\n                                                                    TO\n                                                                 SECURITY\n                                                                 AGREEMENT\n\n\n                           PATENT SECURITY AGREEMENT\n\n               (PATENTS, PATENT APPLICATIONS AND PATENT LICENSES)\n\n         WHEREAS, JATO OPERATING CORP., a Delaware corporation (herein \nreferred to as \"Grantor\") owns the Patents (as defined in the Security \nAgreement referred to below) (including design patents and applications for \npatents) listed on Schedule I annexed hereto, and is a party to the Patent \nLicenses (as defined in the Security Agreement referred to below) identified \nin Schedule I annexed hereto;\n\n         WHEREAS, Grantor, Jato Communications Corp., certain lenders, State \nStreet Bank and Trust Company, as Collateral Agent, and Lucent Technologies \nInc., as administrative agent, are parties to a Credit Agreement of even date \nherewith (as the same may be amended and in effect from time to time among \nsaid parties and such lenders (the \"Lenders\") as may from time to time be \nparties thereto, the \"Credit Agreement\");\n\n         WHEREAS, pursuant to the terms of the Security Agreement (Borrower) \nof even date herewith (as said Agreement may be amended and in effect from \ntime to time, the \"Security Agreement\") between Grantor and State Street Bank \nand Trust Company, as collateral agent for the Secured Parties referred to \ntherein (in such capacity, together with its successors in such capacity, \n\"Grantee\"), Grantor has granted to Grantee for the benefit of such Secured \nParties a continuing security interest in substantially all the assets of \nGrantor, including all right, title and interest of Grantor in, to and under \nthe Patent Collateral (as defined herein) whether now owned or existing or \nhereafter acquired or arising, to secure the Secured Obligations (as defined \nin the Security Agreement);\n\n         NOW, THEREFORE, for good and valuable consideration, the receipt and \nsufficiency of which are hereby acknowledged, Grantor does hereby grant to \nGrantee a continuing security interest in all of Grantor's right, title and \ninterest in, to and under the following (all of the following items or types \nof property being herein collectively referred to as the \"Patent \nCollateral\"), whether now owned or existing or hereafter acquired or arising:\n\n          (i)    each Patent (including each design patent and patent\n     application), including, without limitation, each Patent (including each\n     design patent and patent application) referred to in Schedule I annexed\n     hereto;\n\n          (ii)   each Patent License, including, without limitation, each Patent\n     License identified in Schedule I annexed hereto; and\n\n                                       \n                                  Exhibit B-1\n\n\n          (iii)  all proceeds of and revenues from the foregoing, including,\n     without limitation, all proceeds of and revenues from any claim by Grantor\n     against third parties for past, present or future infringement of any\n     Patent (including any design patent), including, without limitation, any\n     Patent referred to in Schedule I annexed hereto (including, without\n     limitation, any such Patent issuing from any application referred to in\n     Schedule I annexed hereto), and all rights and benefits of Grantor under\n     any Patent License, including, without limitation, any Patent License\n     identified in Schedule I annexed hereto.\n\n     Grantor hereby irrevocably constitutes and appoints Grantee and any \nofficer or agent thereof, with full power of substitution, as its true and \nlawful attorney-in-fact with full power and authority in the name of Grantor \nor in its name, from time to time, in Grantee's discretion, so long as any \nEvent of Default (as defined in the Credit Agreement) has occurred and is \ncontinuing, to take with respect to the Patent Collateral any and all \nappropriate action which Grantor might take with respect to the Patent \nCollateral and to execute any and all documents and instruments which may be \nnecessary or desirable to carry out the terms of this Patent Security \nAgreement and to accomplish the purposes hereof.\n\n     Except to the extent not prohibited in the Security Agreement, Grantor \nagrees not to sell, license, exchange, assign or otherwise transfer or \ndispose of, or grant any rights with respect to, or mortgage or otherwise \nencumber, any of the foregoing Patent Collateral.\n\n     This security interest is granted in conjunction with the security \ninterests granted to Grantee pursuant to the Security Agreement.  Grantor \ndoes hereby further acknowledge and affirm that the rights and remedies of \nGrantee with respect to the security interest in the Patent Collateral made \nand granted hereby are more fully set forth in the Security Agreement, the \nterms and provisions of which are incorporated by reference herein as if \nfully set forth herein.\n\n     IN WITNESS WHEREOF, Grantor has caused this Patent Security Agreement to \nbe duly executed by its officer thereunto duly authorized as of the ____ day \nof _____________, _____.\n     \n     \n                              JATO OPERATING CORP.\n\n\n                         By:   \n                              -----------------------------------\n                              Name:\n                              Title:\n\n     Acknowledged:\n\n     STATE STREET BANK AND TRUST COMPANY,\n           as Collateral Agent\n\n     By:     \n          --------------------------------\n          Name:\n          Title:\n\n                                  Exhibit B-2\n\n\n                                                       SCHEDULE I\n                                                       TO PATENT\n                                                       SECURITY\n                                                       AGREEMENT\n\n\n                         PATENTS\n\nA.   U.S. PATENTS AND DESIGN PATENTS\n\n     I.D. NO.          PATENT NO,            ISSUE DATE               TITLE\n     \n     \n     \n     \n\nB.   U. S. PATENT APPLICATIONS\n\n     SERIAL NO.       DATE         FILE           TITLE\n                                   \n     \n\n\n\n                                                       EXHIBIT C\n                                                          TO\n                                                       SECURITY\n                                                       AGREEMENT\n\n                          TRADEMARK SECURITY AGREEMENT\n\n               (TRADEMARKS, TRADEMARK REGISTRATIONS, TRADEMARK\n                     APPLICATIONS AND TRADEMARK LICENSES)\n\n     WHEREAS, JATO OPERATING CORP., a Delaware corporation (herein referred \nto as \"Grantor\"), owns the Trademarks (as defined in the Security Agreement \nreferred to below) listed on Schedule I annexed hereto, and is a party to the \nTrademark Licenses (as defined in the Security Agreement referred to below) \nidentified in Schedule 1 annexed hereto;\n\n     WHEREAS, Grantor, Jato Communications Corp., certain lenders, State \nStreet Bank and Trust Company, as Collateral Agent, and Lucent Technologies \nInc., as administrative agent, are parties to a Credit Agreement of even date \nherewith (as the same may be amended and in effect from time to time among \nsaid parties and such lenders (the \"Lenders\") as may from time to time be \nparties thereto, the \"Credit Agreement\");\n\n     WHEREAS, pursuant to the terms of the Security Agreement (Borrower) of \neven date herewith (as said Agreement may be amended and in effect from time \nto time, the \"Security Agreement\") between Grantor and State Street Bank and \nTrust Company, as collateral agent for the Secured Parties referred to \ntherein (in such capacity, together with its successors in such capacity, \n\"Grantee\"), Grantor has granted to Grantee for the benefit of such Secured \nParties a security interest in substantially all the assets of Grantor, \nincluding all right, title and interest of Grantor in, to and under the \nTrademark Collateral (as defined herein), whether now owned or existing or \nhereafter acquired or arising, to secure the Secured Obligations (as defined \nin the Security Agreement);\n\n     NOW, THEREFORE, for good and valuable consideration, the receipt and \nsufficiency of which are hereby acknowledged, Grantor does hereby grant to \nGrantee a continuing security interest in all of Grantor's right, title and \ninterest in, to and under the following (all of the following items or types \nof property being herein collectively referred to as the \"Trademark \nCollateral\"), whether now owned or existing or hereafter acquired or arising:\n\n          (i)    each Trademark, including, without limitation, each Trademark\n     application referred to in Schedule I annexed hereto, and all of the\n     goodwill of the business connected with the use of, or symbolized by, each\n     such Trademark;\n\n          (ii)   each Trademark License, including, without limitation, each\n     Trademark License identified in Schedule I annexed hereto, and all of the\n     goodwill of the business connected with the use of, or symbolized by, each\n     Trademark licensed pursuant thereto; and\n\n                                  Exhibit C-1\n\n\n          (iii)  all proceeds of and revenues from the foregoing, including,\n     without limitation, all proceeds of and revenues from any claim by Grantor\n     against third parties for past, present or future unfair competition with,\n     or violation of intellectual property rights in connection with or injury\n     to, or infringement or dilution of, any Trademark, including, without\n     limitation, any Trademark referred to in Schedule I hereto, and all rights\n     and benefits of Grantor under any Trademark License, including, without\n     limitation, any Trademark License identified in Schedule I hereto, or for\n     injury to the goodwill associated with any of the foregoing.\n\n     Grantor hereby irrevocably constitutes and appoints Grantee and any \nofficer or agent thereof, with full power of substitution, as its true and \nlawful attorney-in-fact with full power and authority in the name of Grantor \nor in its name, from time to time, in Grantee's discretion, so long as any \nEvent of Default (as defined in the Credit Agreement) has occurred and is \ncontinuing, to take with respect to the Trademark Collateral any and all \nappropriate action which Grantor might take with respect to the Trademark \nCollateral and to execute any and all documents and instruments which may be \nnecessary or desirable to carry out the terms of this Trademark Security \nAgreement and to accomplish the purposes hereof.\n\n     Except to the extent not prohibited in the Security Agreement, Grantor \nagrees not to sell, license, exchange, assign or otherwise transfer or \ndispose of, or grant any rights with respect to, or mortgage or otherwise \nencumber, any of the foregoing Trademark Collateral.\n\n     This security interest is granted in conjunction with the security \ninterests granted to Grantee pursuant to the Security Agreement.  Grantor \ndoes hereby further acknowledge and affirm that the rights and remedies of \nGrantee with respect to the security interest in the Trademark Collateral \nmade and granted hereby are more fully set forth in the Security Agreement, \nthe terms and provisions of which are incorporated by reference herein as if \nfully set forth herein.\n\n     IN WITNESS WHEREOF, Grantor has caused this Trademark Security Agreement \nto be duly executed by its officer thereunto duly authorized as of the ____ \nday of ___________, ____.\n\n                              JATO OPERATING CORP.\n                              \n\n                              By:    \n                                   --------------------------------\n                                   Name:   \n                                   Title:     \n     \n     Acknowledged:\n\n     STATE STREET BANK AND TRUST COMPANY, \n          as Collateral Agent\n     \n     \n     By:  \n          -----------------------------\n          Name:\n          Title:\n\n                                  Exhibit C-2\n\n\n                                                       SCHEDULE I\n                                                          TO\n                                                       TRADEMARK\n                                                       SECURITY\n                                                       AGREEMENT\n\n\n      U.S. TRADEMARKS AND TRADEMARK REGISTRATIONS\n\nA.   U.S. TRADEMARKS AND TRADEMARK REGISTRATIONS\n\n     REG. NO.         REG. DATE         MARK\n     --------         ---------         ----\n     \n     \n\n     \n\nB.   U.S. TRADEMARK APPLICATIONS\n\n     SERIAL NO.       DATE FILED             MARK\n     ----------       ----------             ----\n     \n\n     \n\n                         EXCLUSIVE TRADEMARK LICENSES\n                                       \n                                    PARTIES\n\n     NAME OF                              DATE OF                  \n     AGREEMENT   LICENSOR    LICENSEE     AGREEMENT      SUBJECT MATTER\n     ---------   --------    --------     ---------      --------------\n     \n     \n\n\n\n                                                       EXHIBIT D TO\n                                                         SECURITY\n                                                        AGREEMENT\n\n\n                             COPYRIGHT SECURITY AGREEMENT\n\n                   (COPYRIGHTS, COPYRIGHT REGISTRATIONS, COPYRIGHT\n                         APPLICATIONS AND COPYRIGHT LICENSES)\n\n     WHEREAS, JATO OPERATING CORP., a Delaware corporation (herein referred \nto as \"Grantor\") owns the Copyrights (as defined in the Security Agreement \nreferred to below) listed on Schedule I annexed hereto, and is a party to the \nCopyright Licenses (as defined in the Security Agreement referred to below) \nidentified in Schedule I annexed hereto;\n\n     WHEREAS, Grantor, Jato Communications Corp., certain lenders, State \nStreet Bank and Trust Company, as Collateral Agent, and Lucent Technologies \nInc., as administrative agent, are parties to a Credit Agreement of even date \nherewith (as the same may be amended and in effect from time to time among \nsaid parties and such lenders (the \"Lenders\") as may from time to time be \nparties thereto, the \"Credit Agreement\");\n\n     WHEREAS, pursuant to the terms of the Security Agreement (Borrower) of \neven date herewith (as said Agreement may be amended and in effect from time \nto time, the \"Security Agreement\") between Grantor and State Street Bank and \nTrust Company, as collateral agent for the Secured Parties referred to \ntherein (in such capacity, together with its successors in such capacity, the \n\"Grantee\"), Grantor has granted to Grantee for the benefit of such Secured \nParties a security interest in substantially all the assets of the Grantor, \nincluding all right, title and interest of Grantor in, to and under the \nCopyright Collateral (as defined herein), whether now owned or existing or \nhereafter acquired or arising, to secure the Secured Obligations (as defined \nin the Security Agreement);\n\n     NOW, THEREFORE, for good and valuable consideration, the receipt and \nsufficiency of which are hereby acknowledged, Grantor does hereby grant to \nGrantee a continuing security interest in all of Grantor's right, title and \ninterest in, to and under the following (all of the following items or types \nof property being herein collectively referred to as the \"Copyright \nCoIlateral\"), whether now owned or existing or hereafter acquired or arising:\n\n          (i)    each Copyright, including, without limitation, each Copyright\n     referred to in Schedule I annexed hereto;\n\n          (ii)   each Copyright License, including, without limitation, each\n     Copyright License identified in Schedule I annexed hereto; and\n\n          (iii)  all proceeds of and revenues from the foregoing, including,\n     without limitation, all proceeds of and revenues from any claim by Grantor\n     against third parties for past, present or future infringement of any\n     Copyright, including, without limitation, any Copyright referred to in\n     Schedule I annexed hereto, and all rights and benefits of \n\n                                       \n                                  Exhibit D-1\n\n\n     Grantor under any Copyright License, including, without limitation, any \n     Copyright License identified in Schedule I annexed hereto.\n\n     Grantor hereby irrevocably constitutes and appoints Grantee and any \nofficer or agent thereof, with full power of substitution, as its true and \nlawful attorney-in-fact with full power and authority in the name of Grantor \nor in its name, from time to time, in Grantee's discretion, so long as any \nEvent of Default (as defined in the Credit Agreement) has occurred and is \ncontinuing, to take with respect to the Copyright Collateral any and all \nappropriate action which Grantor might take with respect to the Copyright \nCollateral and to execute any and all documents and instruments which may be \nnecessary or desirable to carry out the terms of this Copyright Security \nAgreement and to accomplish the purposes hereof.\n\n     Except to the extent not prohibited in the Security Agreement, Grantor \nagrees not to sell, license, exchange, assign or otherwise transfer or \ndispose of, or grant any rights with respect to, or mortgage or otherwise \nencumber, any of the foregoing Copyright Collateral.\n\n     This security interest is granted in conjunction with the security \ninterests granted to Grantee pursuant to the Security Agreement.  Grantor \ndoes hereby further acknowledge and affirm that the rights and remedies of \nGrantee with respect to the security interest in the Copyright Collateral \nmade and granted hereby are more fully set forth in the Security Agreement, \nthe terms and provisions of which are incorporated by reference herein as if \nfully set forth herein.\n\n     IN WITNESS WHEREOF, Grantor has caused this Copyright Security Agreement \nto be duly executed by its officer thereunto duly authorized as of the \n_____day of _______, _____.\n\n                              JATO OPERATING CORP.\n\n                              By:   \n                                   ---------------------------------\n                                   Name:   \n                                   Title:     \n\n     Acknowledged:\n\n     STATE STREET BANK AND TRUST COMPANY, \n          as Collateral Agent\n     By:  \n          -----------------------------\n             Name:\n             Title:\n\n\n\n\n                                  Exhibit D-2\n\n\n                                                            SCHEDULE I\n                                                                TO\n                                                             COPYRIGHT\n                                                             SECURITY\n                                                             AGREEMENT\n\n\n                 COPYRIGHTS AND COPYRIGHT REGISTRATION\n\n          REGISTRATION NO.         REG. DATE      TITLE\n          ----------------         ---------      -----\n          \n          \n          \n\n                           COPYRIGHT APPLICATIONS\n\n          SERIAL NO.          DATE FILED          TITLE\n          ----------          ----------          -----\n          \n          \n          \n          \n                                          \n                                 COPYRIGHT LICENSES\n                                          \n                                      PARTIES\n\n     NAME OF                                 DATE OF        SUBJECT\n     AGREEMENT        LICENSOR     LICENSEE  AGREEMENT      MATTER\n     ---------        --------     --------  ---------      ------\n     \n     \n     \n\n\n                                                            EXHIBIT E TO\n                                                              SECURITY\n                                                              AGREEMENT\n\n                                     OPINION OF\n                              COUNSEL FOR THE COMPANY\n\n     The Security Agreement creates and constitutes as security for the \nSecured Obligations (as defined in the Security Agreement and including any \nfuture obligations which are Secured Obligations), in favor of the Collateral \nAgent for the ratable benefit of the Secured Parties, a valid security \ninterest in all right, title and interest of the Company in the Collateral \nand all right, title and interest of the Company in the Collateral Account.  \nThe security interests of the Collateral Agent in all right, title and \ninterest of the Company in the Collateral created by the Security Agreement \nconstitute perfected security interests under the Uniform Commercial Code, as \nin effect in the State of New York (\"UCC\"), the United States Copyright Act \n(\"CA\"), the United States Patent Act (\"PA\") and the United States Trademark \nAct (\"TA\"), to the extent that a security interest therein may be perfected \nunder the UCC, the CA, the PA or the TA.  Insofar as the priority thereof is \ngoverned by the UCC, the priority of the security interests created by the \nSecurity Agreement in the Collateral in which the Company has rights on the \ndate hereof will be the same with respect to Loans made or deemed made \npursuant to the Credit Agreement after the date hereof, except to the extent \nthat any priority may be affected by any security interest, lien or other \nencumbrance imposed by law in favor of any government or governmental \nauthority or agency.  Unless otherwise specifically defined herein, each term \ndefined herein has the meaning assigned to such term in the Security \nAgreement.\n\n     With respect to the enforceability of the Security Documents, we express \nno opinion as to the availability of specific performance.  Moreover, our \nopinion with respect to the enforceability of the Security Documents is \nsubject to the further qualification that certain remedial provisions thereof \nmay be limited by the law of the State of New York and applicable law of the \nUnited States of America, but such laws do not, in our opinion, make the \nremedies afforded thereby inadequate for the practical realization of the \nbenefits of the security intended to be provided thereby.\n\n\n                                  Exhibit E-1\n\n\n                                                            EXHIBIT F TO\n                                                              SECURITY\n                                                              AGREEMENT\n\n\n                               LOCKBOX AGREEMENT\n\n     LOCKBOX AGREEMENT, dated as of [___________], [_____], among JATO \nOPERATING CORP., a Delaware corporation (the \"Company\"), STATE STREET BANK \nAND TRUST COMPANY, as Collateral Agent under the Security Agreement referred \nto below (the \"Collateral Agent\"), and [______________] (the \"Lockbox Bank\").\n\n                                  WITNESSETH:\n\n     WHEREAS, the Company and the Collateral Agent have entered into a \nSecurity Agreement (Borrower), dated as of July 14, 1999 (as the same may be \namended from time to time, the \"Security Agreement\") under which the Company \nhas granted a continuing security interest in and to the Collateral (as \ndefined in the Security Agreement) to secure its obligations under the Loan \nDocuments (defined as provided in the Security Agreement);\n\n     WHEREAS, pursuant to the Security Agreement, the Company has agreed to \ninstruct certain obligors to make payments to (the \"Post Office Box\"); and\n\n     WHEREAS, the Company has requested that the Lockbox Bank establish and \nmaintain a bank account as further described herein, and the Lockbox Bank is \nwilling to establish and maintain such account pursuant to this Agreement;\n\n     NOW, THEREFORE, in consideration of the premises and the mutual \ncovenants herein contained and for other good and valuable consideration, the \nreceipt of which is hereby acknowledged, the parties hereto agree as follows:\n\n     SECTION 1. POST OFFICE BOX; DEPOSITS INTO THE LOCK BOX ACCOUNT. (a) The \nLockbox Bank shall have unrestricted and exclusive access to the Post Office \nBox for the purpose of collecting mail for delivery and deposit into the \nLockbox Account (as defined below) (even though addressed to the Company) and \nshall collect the mail delivered thereto on each business day in accordance \nwith the Lockbox Bank's regular collection schedule.\n\n     (b)  The contents of the mail collected from the Post Office Box, \nwhether consisting of cash, checks, drafts, bills of exchange, money orders \nor other instruments or documents, shall be promptly deposited by the Lockbox \nBank into the Lockbox Account.  The term \"Lockbox Account\" means account no. \n[____________] opened and maintained by the Lockbox Bank for the Company.\n\n     (c)  The Lockbox Bank shall prepare one photocopy of the front and back \nof each check, draft, bill of exchange, money order or other instrument or \ndocument (collectively, hereinafter called the \"checks\"; individually, a \n\"check\") with the date of deposit to be shown on the bottom edge thereof.  \nAttachments received with payments, such as detachable stubs, \n\n                                  Exhibit F-1\n\n\ntogether with any correspondence and the individual envelope, are to be \naffixed to the photocopy of the check.  All of the above instruments will be \ndelivered by the Lockbox Bank to the Company on a same day basis.\n\n     (d)  The Lockbox Bank shall endorse all checks which appear to be in \norder for deposit into the Lockbox Account and shall process each item under \nthe same terms and conditions as would apply if the Lockbox Bank or the \nCompany had made the deposit directly.  The Lockbox Bank shall endorse all \nsuch checks as follows:\n\n                 \"DEPOSIT TO THE ACCOUNT OF AND WITHOUT PREJUDICE TO THE WITHIN\n                 NAMED PAYEE LOCKBOX SERVICES\"\n\n     This endorsement may be made by use of a payee endorsement stamp.\n\n     (e)  Undated checks may be dated by the Lockbox Bank to agree with the \npostmark date and included in the regular deposit.  Checks incorrectly made \nout, where numerical and written amounts differ, are to be deposited for the \nwritten amount only.  Checks bearing no signature are to be stamped with a \n\"Kindly Refer to Maker\" stamp and processed.  Third-party checks may be \ndeposited into the Lockbox Account if properly endorsed.\n\n     (f)  Checks bearing the legend \"Payment in Full\" or words of similar \nimport, either typed or handwritten, and checks that the Lockbox Bank, in its \nnormal banking practices and in its sole discretion, decides to submit to the \nspecial attention of the Company or the Collateral Agent, shall be withheld \nfrom the clearing system and sent to the Company or, at any time after \nreceipt by the Lockbox Bank of written notice from (which notice may be \ndelivered only upon the occurrence and during the continuation of an Event of \nDefault (as defined in the Credit Agreement)) the Collateral Agent, to the \nentity designated in a written notice from the Collateral Agent.  Should the \nLockbox Bank by reason of the exercise of its judgment, or through \ninadvertence or oversight, process any of the checks covered by this Section \n1(f) for collection and credit such checks to the Lockbox Account, the \nCompany and the Collateral Agent agree that the Lockbox Bank shall incur no \nresponsibility or liability.\n\n     (g)  The details representing deposited items, adding machine tapes, \nadvice of credit, etc., together with all other materials rejected for \nvarious reasons, and so marked, shall be sent by the Lockbox Bank to the \nCompany or, at any time after receipt by the Lockbox Bank of written notice \n(which notice may be delivered only upon the occurrence and during the \ncontinuation of an Event of Default (as defined in the Credit Agreement)) \nfrom the Collateral Agent, to the entity designated in a written notice from \nthe Collateral Agent.  Checks returned unpaid because of uncollected or \ninsufficient funds shall be redeposited without advice.  Checks returned a \nsecond time shall be charged to the Lockbox Account and mailed with \nappropriate advice to the Company or, at any time after receipt by the \nLockbox Bank of written notice (which notice may be delivered only upon the \noccurrence and during the continuation of an Event of Default (as defined in \nthe Credit Agreement)) from the Collateral Agent, to the entity designated in \na written notice from the Collateral Agent.\n\n                                  Exhibit F-2\n\n\n     (h)  The Lockbox Bank shall maintain a microfilm record of each check \nincluded in the Lockbox Account in accordance with the Lockbox Bank's normal \nlockbox procedures.  This film shall be available for use by the Company and \nthe Collateral Agent.\n\n     (i)  The Company shall deposit such amounts into the Lockbox Account as \nare required to be so deposited pursuant to Section 5 of the Security \nAgreement.\n\n     SECTION 2. THE LOCKBOX ACCOUNT AND TRANSFERS THEREFROM. (a) Unless and \nuntil the Lockbox Bank receives notice (which notice may be delivered only \nupon the occurrence and during the continuation of an Event of Default (as \ndefined in the Credit Agreement)) from the Collateral Agent that the \nprovisions of Section 2(b) are to be implemented, which notice shall be \neffective upon receipt by the Lockbox Bank (a \"Stop Transfer Notice\"), the \nLockbox Bank will debit the Lockbox Account in accordance with the Company's \ninstructions.\n\n     (b)  After receipt by the Lockbox Bank of a Stop Transfer Notice, the \nLockbox Bank will cease debiting the Lockbox Account in accordance with the \nCompany's instructions (but may continue to debit the Lockbox Account in \naccordance with Section 1(g)) and will disburse funds from the Lockbox \nAccount only in accordance with instructions from the Collateral Agent.\n\n     SECTION 3. MISCELLANEOUS. (a) The Company hereby agrees to immediately \nnotify its account debtors which have not already been notified to send all \ntheir remittances to the Post Office Box.\n\n     (b)  The Lockbox Bank's compensation for providing the services \ncontemplated herein shall be as mutually agreed between the Company and the \nLockbox Bank from time to time.\n\n     (c)  The Lockbox Bank undertakes to perform only such duties as are \nexpressly set forth herein and are normally undertaken by the Lockbox Bank in \nconnection with its lockbox processing.  Notwithstanding any other provision \nof this Agreement, it is agreed by the parties to this Agreement that the \nLockbox Bank shall not be liable for any action taken by the Lockbox Bank or \nany of its directors, officers, agents or employees in accordance with this \nAgreement except for the Lockbox Bank's (or any director's, officer's, \nagent's or employee's) gross negligence or willful misconduct.  In no event \nshall the Lockbox Bank be liable for losses or delays resulting from acts of \nGod, force majeure, computer malfunctions, interruptions of communication \nfacilities, labor difficulties or other causes beyond the Lockbox Bank's \nreasonable control or for indirect, special or consequential damages.\n\n     (d)  All notices or other written communications hereunder shall be sent:\n\n     in the case of the Lockbox Bank, to:\n\n          --------------------\n          --------------------\n          --------------------\n          --------------------\n\n\n                                  Exhibit F-3\n\n\n     in the case of the Company, to:\n     \n          --------------------\n          --------------------\n          --------------------\n          --------------------\n          \n     in the case of the Collateral Agent, to:\n                              \n          --------------------\n          --------------------\n          --------------------\n          --------------------\n     \n     (e)  The Lockbox Bank shall not assert, claim or endeavor to exercise \nany right of set-off or banker's lien against any funds which may at any time \nbe deposited in the Lockbox Account, or any items or proceeds thereof that \ncome into the Lockbox Bank's possession in connection with this Agreement, \nexcept to the extent otherwise provided in the last sentence of Section 1(g) \nand except for fees payable pursuant to Section 3(b).\n\n     (f)  During the term of the Security Agreement, this Agreement may be \nterminated only by the Lockbox Bank, and then only upon written notice to the \nother parties; PROVIDED that such termination shall not be effective until \nthe earlier of (i) such time as a successor bank shall have been appointed \nand shall have accepted the responsibilities, duties and obligations of the \nLockbox Bank under this Agreement and (ii) 5:00 P.M. (New York time) on the \n60th day after receipt of such written notice.  In the event that the Lockbox \nBank receives remittances following such termination, it will forward such \nremittances to such successor bank (or, if no successor bank has been \nappointed and shall have accepted the responsibilities, duties and \nobligations of the Lockbox Bank under this Agreement, then as directed by the \nCollateral Agent) and the Company shall compensate the Lockbox Bank for such \nservices at the price agreed to pursuant to Section 3(b) hereof.\n\n     (g)  Neither this Agreement nor any provision hereof may be changed, \namended, modified or waived orally, but only by an instrument in writing \nsigned by the parties hereto.\n\n     (h)  This Agreement shall be governed by and construed in accordance \nwith the laws of the State of New York.\n\n     (i)  This Agreement shall be binding upon and shall inure to the benefit \nof the parties hereto and their respective successors and assigns.\n\n     (j)  This Agreement may be executed in any number of counterparts which \ntogether shall constitute one and the same instrument.\n\n     (k)  The Company agrees to pay, indemnify and hold the Lockbox Bank \nharmless from and against any and all liabilities, obligations, losses, \ndamages, penalties, actions, judgments, suits, costs, expenses or \ndisbursements of any kind or nature whatsoever (including, \n\n                                  Exhibit F-4\n\n\nwithout limitation, legal fees) with respect to the performance of this \nAgreement by the Lockbox Bank or of its directors, officers, agents or \nemployees, unless arising from its or such natural persons' own gross \nnegligence or willful misconduct.  The provisions of this paragraph shall \nsurvive termination of this Agreement.\n\n     IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be \nduly executed and delivered by their respective officers thereunto duly \nauthorized as of the date first above written.\n\n                              JATO OPERATING CORP.\n\n\n                              \n                              By:  \n                                   -------------------------------\n                                   Name:  \n                                   Title:    \n                              \n                              \n                              [BANK]\n                              \n                              \n                              \n                              By:  \n                                   -------------------------------\n                                   Name:  \n                                   Title:    \n                              \n\n\n                              STATE STREET BANK AND TRUST \n                              COMPANY, as Collateral Agent\n                              \n                              \n                              \n                              By:  \n                                   -------------------------------\n                                   Name:  \n                                   Title:    \n\n\n\n\n                                  Exhibit F-5\n\n\n                                                                       EXHIBIT G\n                                                           TO SECURITY AGREEMENT\n\n\n                 [FORM OF SECURITIES CONTROL ACCOUNT AGREEMENT]\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n                                  Exhibit G-1\n\n                                       \n                                                                    EXHIBIT G TO\n                                                                        SECURITY\n                                                                       AGREEMENT\n                                                                      (BORROWER)\n                                       \n          [FORM OF SECURITIES ACCOUNT CONTROL AGREEMENT (BORROWER)]\n                                       \n               SECURITIES ACCOUNT CONTROL AGREEMENT (BORROWER)\n                                       \n              This SECURITIES ACCOUNT CONTROL AGREEMENT (BORROWER) (the \n\"AGREEMENT\"), dated as of July 14, 1999, by and among Jato Operating Corp., a \nDelaware corporation (the \"BORROWER\"), Lehman Brothers Inc. (the \"SECURITIES \nINTERMEDIARY\"), and State Street Bank and Trust Company, as Collateral Agent \n(the \"COLLATERAL AGENT\") for the benefit of the Secured Parties (as defined \nin the Credit Agreement referred to below).  Capitalized terms not otherwise \ndefined herein shall have the meanings set forth in the Credit Agreement, \ndated as of July 14, 1999, among the Borrower, Jato Communications Corp., the \nlenders party thereto, the Collateral Agent and Lucent Technologies Inc., as \nAdministrative Agent, as amended, supplemented and modified from time to time \n(the \"CREDIT AGREEMENT\"), and references herein to the \"UCC\" are references \nto the Uniform Commercial Code as in effect in the State of New York.\n\n              WHEREAS, pursuant to the Security Agreement (Borrower), the \nBorrower has granted a security interest in substantially all of its assets; \nand\n\n              WHEREAS, the Security Agreement (Borrower) requires the \nBorrower and the Securities Intermediary to enter into this Agreement;\n\n              NOW THEREFORE, the parties hereto hereby agree, for good and \nvaluable consideration, the receipt and sufficiency of which are hereby \nacknowledged, as follows:\n\n              1.     ESTABLISHMENT OF SECURITIES ACCOUNT.  The Securities \nIntermediary hereby confirms that the Securities Intermediary has established \naccount number 833-33166-1-3 under the name \"Jato Operating Corp. pledge \naccount for State Street Bank and Trust Company, as Collateral Agent\" \n(together with any successor accounts, the \"SECURITIES ACCOUNT\") for the \nBorrower.\n\n              2.     TREATMENT OF THE SECURITIES ACCOUNT.\n\n              (a)    The Securities Account is, and shall be treated as, a \n\"securities account\" within the meaning of Section 8-501 of the UCC.\n\n              (b)    The Securities Account is an account to which financial \nassets are or may be credited.\n\n\n\n              (c)    The Securities Intermediary shall treat the Collateral \nAgent as (i) entitled to exercise the rights that comprise any financial \nasset credited to the Securities Account, and (ii) the \"entitlement holder\" \n(within the meaning of Section 8-102 of the UCC), for the benefit of the \nSecured Parties, with respect to the Securities Account on the books and \nrecords of the Securities Intermediary.\n\n              (d)    All property delivered to the Securities Intermediary \nshall be promptly credited to the Securities Account.\n\n              (e)    All securities or other property (other than cash) \ncapable of being issued or registered in the name of a Person or in bearer \nform underlying any financial assets credited to the Securities Account shall \nbe registered in the name of \"Jato Operating Corp. pledge account for State \nStreet Bank and Trust Company, as Collateral Agent\" or indorsed to the \nSecurities Intermediary or in blank, and in no case shall any such financial \nasset credited to the Securities Account be registered in the name of the \nBorrower, payable to the order of the Borrower or specially indorsed to the \nBorrower, except as provided in Section 5 hereof.\n\n              3.     \"FINANCIAL ASSETS\" ELECTION.  Each item of property \n(whether investment property, financial asset, security, instrument or cash \nor any other property of any kind) credited to the Securities Account shall \nbe treated as a \"financial asset\" (within the meaning of Section 8-102(a)(9) \nof the UCC) under Article 8 of the UCC.\n\n              4.     CONTROL BY COLLATERAL AGENT.  Upon receipt of a Notice \nof Exclusive Control, the Securities Intermediary shall: (i) comply with all \nnotifications it receives directing it to transfer or redeem any financial \nasset in the Securities Account (each an \"ENTITLEMENT ORDER\") originated by \nthe Collateral Agent without further consent by the Borrower; and (ii) take \ndirections with respect to the Securities Account from the Collateral Agent.\n\n              5.     BORROWER'S RIGHTS IN THE SECURITIES ACCOUNT.\n\n              (a)    Except as otherwise provided in this Section 5, the \nSecurities Intermediary shall comply with Entitlement Orders originated by \nthe Borrower without further consent by the Collateral Agent.\n\n              (b)    If the Securities Intermediary shall have received from \nthe Collateral Agent a notice of exclusive control substantially in the form \nof Exhibit A attached (a \"NOTICE OF EXCLUSIVE CONTROL\"), the Securities \nIntermediary shall cease:\n\n                     (i)    complying with Entitlement Orders or other\n       directions concerning the Securities Account originated by the Borrower;\n       and\n\n                     (ii)   distributing to the Borrower earnings, income,\n       dividends, interest, or other distributions on investment property,\n       instruments, money, or other property credited to the Securities Account.\n\n              (c)    The Collateral Agent hereby agrees, solely for the benefit\nof the Borrower and its successors and assigns, that the Collateral Agent will\nnot issue a Notice of Exclusive \n\n                                       2\n\n\nControl or any Entitlement Order unless an Event of Default has occurred and \nis continuing on such date. \n\n              (d)    Notwithstanding any contrary provisions hereof, unless \nand until the Securities Intermediary receives a Notice of Exclusive Control \nfrom the Collateral Agent, (i) the Borrower shall have the right to (1) trade \nand exercise rights over the Securities Account, including Entitlement Orders \nthat would require the Securities Intermediary to make a delivery to or for \nthe account of the Borrower or any other Person and (2) originate Entitlement \nOrders with respect to the Securities Account and (ii) the Securities \nIntermediary shall handle, invest, disburse and dispose of all financial \nassets credited to the Securities Account in accordance with Entitlement \nOrders or other directions originated by the Borrower.\n\n              (e)    Upon receipt of a Notice of Exclusive Control, the \nSecurities Intermediary shall cease complying with any Entitlement Orders \noriginated by the Borrower that would require the Securities Intermediary to \nmake a delivery to or for the account of the Borrower or any other Person, \nexcept where the Collateral Agent has confirmed in writing that such delivery \nis acceptable to the Collateral Agent.\n\n              6.     SECURITY INTERMEDIARY'S LIEN.  The Securities \nIntermediary agrees that, except for payment of its fees, commissions and \nsettlement of open orders, it will not assert any lien, encumbrance, claim or \nright against the Securities Account or any asset carried in the Securities \nAccount.\n\n              7.     SECURITIES INTERMEDIARY'S RESPONSIBILITY.\n\n              (a)    The Securities Intermediary shall not be liable to the \nCollateral Agent (for the benefit of the Secured Parties) for complying with \nEntitlement Orders from the Borrower that are received by the Securities \nIntermediary before the Securities Intermediary receives and has a reasonable \nopportunity to act on a Notice of Exclusive Control.\n\n              (b)    The Securities Intermediary shall not be liable to the \nBorrower for complying with a Notice of Exclusive Control or with Entitlement \nOrders originated by the Collateral Agent, even if the Borrower notifies the \nSecurities Intermediary that the Collateral Agent is not legally entitled to \nissue the Entitlement Order or Notice of Exclusive Control.\n\n              (c)    This Agreement does not create any obligation of the \nSecurities Intermediary except for those expressly set forth in this \nAgreement. In particular, the Securities Intermediary need not investigate \nwhether the Collateral Agent is entitled under the Collateral Agent's \nagreements with the Borrower to give an Entitlement Order or a Notice of \nExclusive Control.  The Securities Intermediary may rely on notices and \ncommunications that it believes were given by the appropriate party.\n\n              8.     STATEMENTS, CONFIRMATIONS, AND NOTICES OF ADVERSE \nCLAIMS. The Securities Intermediary shall provide to the Collateral Agent \nduplicate copies of all statements, confirmations and other communications \nsent by the Securities Intermediary to the Borrower.  Except for the claims \nand interests of the Collateral Agent (for the benefit of the Secured \nParties) and of the Borrower, the Securities Intermediary does not know of \nany claim to, or interest in, the Securities Account or in any financial \nassets credited thereto.  If any person asserts any lien, \n\n                                       3\n\n\nencumbrance or adverse claim (including any writ, garnishment, judgment, \nwarrant of attachment, execution or similar process) against the Securities \nAccount or in any financial asset credited thereto, the Securities \nIntermediary shall notify the Collateral Agent and the Borrower thereof \npromptly after becoming aware thereof.\n\n              9.     REPRESENTATIONS, WARRANTIES, AND COVENANTS OF THE \nSECURITIES INTERMEDIARY.  The Securities Intermediary hereby represents, \nwarrants and covenants that:\n\n              (a)    The Securities Account has been or shall be established \nas described in Section 1 above, and the Securities Account shall be \nmaintained in the manner set forth herein until termination of this \nAgreement.  The Securities Intermediary shall not change the name or account \nnumbers of the Securities Account without the prior written consent of the \nCollateral Agent.\n\n              (b)    No financial asset is registered in the name of the \nBorrower, or payable to the Borrower's order, or specifically indorsed to the \nBorrower, except to the extent that such financial asset has been indorsed to \nthe Securities Intermediary or in blank.  Except as otherwise provided in \nSection 5 hereof, no financial asset shall be registered in the name of the \nBorrower or payable to the Borrower's order or specially indorsed to the \nBorrower, except to the extent that such financial asset has been indorsed to \nthe Securities Intermediary or in blank.\n\n              (c)    This Agreement is the valid and legally binding \nobligation of the Securities Intermediary.\n\n              (d)    Other than this Agreement, (i) the Securities \nIntermediary has not entered into, and until the termination of this \nAgreement shall not enter into, any agreement with any other Person relating \nto the Securities Account and\/or any financial assets credited thereto \npursuant to which it has agreed to comply with Entitlement Orders of such \nPerson; and (ii) the Securities Intermediary has not entered into any other \nagreement with the Borrower or the Collateral Agent purporting to limit or \ncondition the obligation of the Securities Intermediary to comply with \nEntitlement Orders as set forth in Section 4 and Section 5 hereof; provided \nthat, the Collateral Agent acknowledges that the Securities Account is \nmanaged on a discretionary basis by the Securities Intermediary on behalf of \nthe Borrower.\n\n              10.    INDEMNITY.  The Borrower hereby indemnifies and agrees \nto defend and hold harmless the Securities Intermediary, its officers, \ndirectors, employees, and agents against claims, liabilities, and expenses \narising out of this Agreement (including attorneys' fees and disbursements), \nexcept to the extent that such claims, liabilities, or expenses are caused by \nor arise from the Securities Intermediary's gross negligence or willful \nmisconduct.\n\n              11.    GOVERNING LAW.  This Agreement and the Securities \nAccount shall be governed by the laws of the State of New York. Regardless of \nany provisions in any other agreement, for purposes of the UCC, New York \nshall be deemed to be the jurisdiction of the Securities Intermediary with \nrespect to the Securities Account and Entitlement Orders related thereto.\n\n                                       4\n\n\n              12.    CONSENT TO JURISDICTION; WAIVER OF JURY TRIAL.\n\n              (a)    THE BORROWER IRREVOCABLY CONSENTS THAT ANY LEGAL ACTION \nOR PROCEEDING BY THE COLLATERAL AGENT AGAINST IT UNDER, ARISING OUT OF OR IN \nANY MANNER RELATING TO THIS AGREEMENT OR ANY TRANSACTION RELATED HERETO MAY \nBE BROUGHT IN ANY COURT OF THE STATE OF NEW YORK, COUNTY OF NEW YORK, OR IN \nTHE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK.  THE \nBORROWER, BY THE EXECUTION AND DELIVERY OF THIS AGREEMENT, EXPRESSLY AND \nIRREVOCABLY ASSENTS AND SUBMITS TO THE PERSONAL JURISDICTION OF ANY OF SUCH \nCOURTS IN ANY SUCH ACTION OR PROCEEDING.  AS AN ALTERNATIVE METHOD OF \nSERVICE, THE BORROWER FURTHER IRREVOCABLY CONSENTS TO THE SERVICE OF ANY \nCOMPLAINT, SUMMONS, NOTICE OR OTHER PROCESS RELATING TO ANY SUCH ACTION OR \nPROCEEDING BY DELIVERY THEREOF TO IT BY HAND OR BY MAIL IN THE MANNER \nPROVIDED FOR IN SECTION 17 HEREOF.  THE BORROWER HEREBY EXPRESSLY AND \nIRREVOCABLY WAIVES ANY CLAIM OR DEFENSE IN ANY SUCH ACTION OR PROCEEDING \nBASED ON ANY ALLEGED LACK OF PERSONAL JURISDICTION, IMPROPER VENUE OR FORUM \nNON CONVENIENS OR ANY SIMILAR BASIS.  THE BORROWER SHALL NOT BE ENTITLED IN \nANY SUCH ACTION OR PROCEEDING TO ASSERT ANY DEFENSE GIVEN OR ALLOWED UNDER \nTHE LAWS OF ANY STATE OTHER THAN THE STATE OF NEW YORK UNLESS SUCH DEFENSE IS \nALSO GIVEN OR ALLOWED BY THE LAWS OF THE STATE OF NEW YORK.  NOTHING IN THIS \nSECTION 12 SHALL AFFECT OR IMPAIR IN ANY MANNER OR TO ANY EXTENT THE RIGHT OF \nTHE COLLATERAL AGENT OR ANY OTHER SECURED PARTY TO COMMENCE LEGAL PROCEEDINGS \nOR OTHERWISE PROCEED AGAINST THE BORROWER IN ANY JURISDICTION OR TO SERVE \nPROCESS IN ANY MANNER PERMITTED BY LAW.\n\n              (b)    EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ALL \nRIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT \nOF OR RELATING TO THIS AGREEMENT OR ANY TRANSACTION RELATING HERETO.\n\n              13.    ENTIRE AGREEMENT.  This Agreement is the entire \nagreement, and supersedes any prior agreements and contemporaneous oral \nagreements, of the parties concerning its subject matter.\n\n              14.    AMENDMENTS.  No amendment or modification of this \nAgreement or waiver of any right hereunder shall be binding on any party \nhereto unless it is in writing and is signed by all of the parties hereto.\n\n              15.    SEVERABILITY.  To the extent a provision of this \nAgreement is unenforceable, this Agreement shall be construed, to the maximum \nextent permitted by applicable law, as if the unenforceable provision were \nomitted.\n\n              16.    SUCCESSORS.  The terms of this Agreement shall be \nbinding upon, and shall inure to the benefit of, the parties hereto and their \nrespective successors and assigns.\n\n                                       5\n\n\n              17.    NOTICES.  All notices and other communications required \nor permitted to be given hereunder shall be in writing, shall be addressed as \nprovided below and shall be considered as properly given (a) if delivered in \nperson, (b) if mailed by first class United States mail, postage prepaid, \nregistered or certified with return receipt requested or (c) if sent by \nprepaid facsimile transmission confirmed by telephone.  Notice so given shall \nbe effective upon receipt by the addressee, except that communication or \nnotice so transmitted by facsimile transmission and confirmed by telephone \nshall be deemed to have been validly and effectively given on the day (if a \nBusiness Day and, if not, on the next following Business Day) on which it is \ntransmitted by facsimile and confirmed by telephone before 4:00 p.m., \nrecipient's time, and if transmitted by facsimile and confirmed by telephone \nafter that time, on the next following Business Day; PROVIDED, HOWEVER, that \nif any notice is tendered to an addressee and the delivery thereof is refused \nby such addressee, such notice shall be effective upon such tender.  Any \nparty shall have the right to change its address for notice hereunder to any \nother location within the continental United States by giving of thirty (30) \ndays' notice to the other parties in the manner set forth hereinabove.  Any \ncommunications between the parties hereto or notices provided herein may be \ngiven to the following addresses:\n\n       (1)  Collateral Agent:  State Street Bank and Trust Company\n                               2 Avenue de Lafayette\n                               Boston, MA  02111-174\n                               Attention:  Global Investor Services Group \n                                  Corporate Trust\n                               Telecopy No.:  (617) 662-1465\n\n       Copy to:                Lucent Technologies Inc.\n                               283 King George Road\n                               Warren, NJ  07059\n                               Attention:  Assistant Treasurer - Project Finance\n                               Telecopy No.:  (908) 559-1711\n\n       (2)  Borrower:          Jato Operating Corp.\n                               1099 18th Street\n                               Suite 800\n                               Denver, CO  80202\n                               Attention:  Vice President of Finance\n                               Telecopy No.:  (303) 226-8305\n                         \n       Copy to:                Cooley Godward LLP\n                               2595 Canyon Boulevard\n                               Suite 250\n                               Boulder, CO  80302\n                               Attention:  Rex R. O'Neal, Esq.\n                               Telecopy No.:  (303) 546-4099\n                    \n                                       6\n\n\n       (3)  Securities\n            Intermediary:      Lehman Brothers Inc.\n                               555 California Street\n                               30th Floor\n                               San Francisco, CA  94104\n                               Attention:  William E. Welsh III, Branch Manager\n                               Telecopy No.:  (415) 263-4400\n\n              18.    TERMINATION.  The rights and powers granted herein to \nthe Collateral Agent have been granted in order to perfect its security \ninterests in the Securities Account for the benefit of the Secured Parties, \nare powers coupled with an interest and shall be affected neither by the \nbankruptcy of the Borrower nor by the lapse of time.  The obligations of the \nSecurities Intermediary hereunder shall continue in effect until the security \ninterests of the Collateral Agent for the benefit of the Secured Parties in \nthe Securities Account have been terminated and the Collateral Agent has \nnotified the Securities Intermediary of such termination in writing.\n\n              19.    COUNTERPARTS.  This Agreement may be executed in any \nnumber of counterparts and by the different parties hereto on separate \ncounterparts, each of which, when so executed and delivered, shall be an \noriginal, but all such counterparts shall together constitute but one and the \nsame instrument.\n\n              20.    HEADINGS.  Section headings have been inserted in this \nAgreement as a matter of convenience for reference only, and it is agreed \nthat such section headings are not a part of this Agreement and shall not be \nused in the interpretation of any provision of this Agreement.\n                                          \n                                          \n                                          \n                       (Signatures Follow on Next Page)\n                                          \n                                          \n                                          \n\n\n\n                                       7\n\n\n              IN WITNESS WHEREOF, the parties have caused this Securities \nAccount Control Agreement to be duly executed by their duly authorized \nrepresentatives as of the day and year first above written.\n\n\n                                          JATO OPERATING CORP.\n                                          \n                                          \n                                          By:  \n                                               -------------------------------\n                                               Name:\n                                               Title:\n                                   \n                                   \n                                          STATE STREET BANK AND TRUST COMPANY,\n                                           as Collateral Agent\n                                   \n                                   \n                                          By:  \n                                               -------------------------------\n                                               Name:\n                                               Title:\n                                   \n                                   \n                                   \n                                          LEHMAN BROTHERS INC.,\n                                           as Securities Intermediary\n                                   \n                                   \n                                          By:  \n                                               -------------------------------\n                                               Name:\n                                               Title:\n\n\n\n                                   EXHIBIT A\n\n                     [Letterhead of the Collateral Agent]\n                                       \n                                    [Date]\n\nLehman Brothers Inc.\n555 California Street\n30th Floor\nSan Francisco, CA  94104\nAttention:  William E. Welsh III, Branch Manager\n\n\n                          Notice of Exclusive Control\n                                          \nLadies and Gentlemen:\n\n          As referenced in the Securities Account Control Agreement \n(Borrower), dated as of July 14, 1999, among Jato Operating Corp., Lehman \nBrothers, Inc. and State Street Bank and Trust Company, as Collateral Agent \n(a copy of which is attached), we hereby give you notice of our exclusive \ncontrol over securities account number 833-33166-1-3 (the \"SECURITIES \nACCOUNT\") and all financial assets, cash and instruments credited thereto.  \nYou are hereby instructed not to accept any direction, instruction or \nentitlement order with respect to the Securities Account or the financial \nassets, cash and instruments credited thereto from any person other than the \nundersigned.\n\n               You are instructed to deliver a copy of this notice by \nfacsimile transmission to Jato Operating Corp.\n\n\n\n                                   Very truly yours,\n\n                                   STATE STREET BANK AND TRUST \n                                   COMPANY, as Collateral Agent\n\n                                   By:  \n                                       --------------------------\n                                       Title\n\n\n                                       \n                                                                       EXHIBIT E\n\n                      [FORM OF PLEDGE AGREEMENT (BORROWER)]\n\n                                PLEDGE AGREEMENT\n                                   (BORROWER)\n\n         This PLEDGE AGREEMENT (BORROWER), dated as of July 14, 1999, is made \nbetween JATO OPERATING CORP., a Delaware corporation (with its successors, \nthe \"PLEDGOR\") and STATE STREET BANK AND TRUST COMPANY, as collateral agent \nfor and on behalf of and for the benefit of itself, the Administrative Agent \n(as hereinafter defined) and the Lenders (as hereinafter defined), including \nwithout limitation itself in its capacity at any time or from time to time as \na Lender (as hereinafter defined) (with its successors in such capacity, the \n\"COLLATERAL AGENT\").\n\n                              W I T N E S S E T H:\n\n                  WHEREAS,  the Pledgor owns all of the common  stock of  \n[____________], a [____________] corporation (with its successors, the \n\"SUBSIDIARY\"); and\n\n                  WHEREAS, the Pledgor, Jato Communications Corp., the \nLenders, State Street Bank and Trust Company, as Collateral Agent, and Lucent \nTechnologies Inc., as administrative agent (the \"ADMINISTRATIVE AGENT\"), are \nparties to a Credit Agreement, dated as of July 14, 1999, (as the same may be \namended, supplemented, restated or replaced from time to time, the \"CREDIT \nAGREEMENT\"), providing, subject to the terms and conditions thereof, for \nmaking Loans by the Lenders to the Pledgor; and\n\n                  NOW, THEREFORE, in consideration of the premises and other \ngood and valuable consideration, the receipt and sufficiency of which are \nhereby acknowledged, the parties hereto agree as follows:\n\n                  SECTION 1. DEFINITIONS. Terms defined in the Credit \nAgreement and not otherwise defined herein have, as used herein, the \nrespective meanings provided for therein. The following additional terms as \nused herein, have the following respective meanings:\n\n                  \"COLLATERAL\" has the meaning assigned to such term in \nSection 3(a).\n\n                  \"COLLATERAL ACCOUNT\" has the meaning set forth in the \nSecurity Agreement.\n\n                  \"EVENT OF DEFAULT\" or \"EVENTS OF DEFAULT\" has any meaning \nassigned to such terms(s) in the Credit Agreement.\n\n                  \"ISSUER\" means (1) the Subsidiary and (ii) each other \ndirect subsidiary of the Pledgor that shall hereafter become, in accordance \nwith Section 4, an \"ISSUER\" for purposes of this Pledge Agreement.\n\n\n\n                  \"LENDERS\" and \"LIEN\" have the meanings assigned to such \nterms in the Credit Agreement.\n\n                  \"PLEDGED INSTRUMENTS\" means (i) the intercompany notes, if \nany, listed on Exhibit A hereto and (ii) any instrument required to be \npledged to the Collateral Agent pursuant to Section 3(b).\n\n                  \"PLEDGED SECURITIES\" means the Pledged Instruments and the \nPledged Stock.\n\n                  \"PLEDGED STOCK\" means the Subsidiary Shares and any other \ncapital stock or securities required to be pledged to the Collateral Agent \npursuant to Section 3(b), and in respect of which such pledge or the Security \nInterests or both has not been released pursuant to Section 14 or other terms \nor provisions of this Pledge Agreement.\n\n                  \"REQUIRED LENDERS\" has the meaning assigned to such term in \nthe Credit Agreement.\n\n                  \"SECURED OBLIGATIONS\" means, collectively:\n\n                           (i)  the Secured Obligations (as defined in the \n                  Security Agreement); and\n\n                           (ii) the Pledgor's obligations under this Pledge\n                  Agreement.\n\n                  \"SECURED PARTIES\" means, collectively (i) the Lenders, (ii)\nthe Administrative Agent and (iii) the Collateral Agent.\n\n                  \"SECURITY AGREEMENT\" means the Security Agreement (Borrower),\ndated as of July 14, 1999, between tile Pledgor and the Collateral Agent, as the\nsame may be modified, amended, supplemented, restated or replaced and\nsupplemented and in effect from time to time.\n\n                  \"SECURITY INTERESTS\" means the security interests in the\nCollateral granted hereunder securing the Secured Obligations.\n\n                  \"SUBSIDIARY SHARES\" means, in aggregate, (a) the [________]\nshares in the capital stock of the Subsidiary owned by the Pledgor, which share\nas at the date hereof is represented by certificate No. [___] issued by the\nSubsidiary and registered in the name of the Pledgor.\n\n                  \"UCC\" means the Uniform Commercial Code of the State of New \nYork.\n\n                  Unless otherwise defined herein, or unless the context\notherwise requires, all terms used herein which are defined in the UCC as in\neffect on the date hereof shall have the meanings ascribed thereto in the UCC.\n\n                                       2\n\n\n                  SECTION 2. REPRESENTATIONS AND WARRANTIES. The Pledgor \nrepresents and warrants as follows:\n\n                  (a) TITLE TO PLEDGED SECURITIES. The Pledgor owns all of \nthe Pledged Securities, free and clear of any Liens other than the Security \nInterests. All of the Pledged Stock has been duly authorized and validly \nissued, is fully paid and nonassessable (if applicable), and is subject to no \noptions to purchase or similar rights of any person, and constitutes all and \nnot less than all the Pledgor's securities of any class in the capital of \neach Issuer. The Pledgor is not and agrees that it will not become a party to \nor otherwise bound by any agreement, other than this Pledge Agreement or any \nof the Loan Documents, which might affect or restrict in any manner the \nrights of the Collateral Agent or the other Secured Parties or both or any \npresent or future holder of any of the Pledged Stock with respect thereto.\n\n                  (b) VALIDITY, PERFECTION AND PRIORITY OF SECURITY \nINTERESTS. Upon the delivery in New York of the Pledged Instruments and the \ncertificates representing the Pledged Stock to the Collateral Agent in \naccordance with Section 3 hereof, the Collateral Agent will have valid and \nperfected security interests in the Collateral subject to no prior Lien. If \nthe Collateral is held in New, York. then no registration, recordation or \nfiling with any governmental body, agency or official is required under New \nYork law in connection with the execution or delivery of this Pledge \nAgreement or necessary for the validity or enforceability hereof or for the \nperfection or enforcement of' the Security Interests (other than filing of \nappropriate financing statements in New York pursuant to the UCC). Neither \nthe Pledgor nor the Subsidiary has performed or will perform any acts which \nmight prevent the Collateral Agent from enforcing any of the terms and \nconditions of this Pledge Agreement or which would limit the Collateral Agent \nin any such enforcement.\n\n                  SECTION 3. THE SECURITY INTERESTS. In order to secure the \nfull and punctual payment of the Secured Obligations in accordance with the \nterms thereof, and to secure the performance of all the obligations of the \nPledgor hereunder:\n\n                  (a) The Pledgor hereby assigns, transfers and pledges to \nthe Collateral Agent for the benefit of itself and the other Secured Parties \nand grants to the Collateral Agent for the benefit of itself and the other \nSecured Parties a security interest in the Pledged Securities, and all of its \nrights and privileges with respect thereto, all renewals thereof, \nsubstitutions therefor and accretions thereto, all proceeds, income and \nprofits thereon, and all dividends (in cash or specie) and other payments and \ndistributions with respect thereto and all securities and certificates \ntherefor which shall be from time to time held by the Collateral Agent in \nsafe custody (all such securities, renewals thereof, accretions thereto, \nproceeds thereof and income therefrom, collectively but excluding any \nCollateral released or distributable from time to time pursuant to Sections \n6, Section 14 or other terms or provisions of this Pledge Agreement, the \n\"COLLATERAL\"), as general and continuing collateral security and as a pledge, \nassignment and transfer, all the foregoing being subject to the Pledgor's \nrights under Sections 6 and 7. Contemporaneously with the execution and \ndelivery hereof, the Pledgor is delivering the Pledged Instruments and the \ncertificates representing the Pledged Stock\n\n                  (b) Subject to Section 6, in the event that (i) any Issuer \nother than the Subsidiary at any time issues shares of capital stock of any \nclass to the Pledgor, (ii) any Issuer at \n\n                                       3\n\n\nany time issues to the Pledgor any Collateral in addition to the Subsidiary \nShares, including without limitation shares of any class or series in its \ncapital issued in respect of any new equity investment or other consideration \nof any kind from the Pledgor, or any additional or substitute certificates \nand\/or shares of capital stock of any class, including without limitation any \ncertificates and\/or shares representing a stock dividend, a stock split or a \ndistribution in connection with any reclassification, increase, reduction or \nreturn of capital or issued in connection with any recapitalization or any \nreorganization, options or rights, whether as an addition to, in substitution \nor exchange for the Subsidiary Shares, any of the Pledged Securities or other \nCollateral, or otherwise, or (iii) any Issuer at any time issues any note or \nsubstitute note, or owes any other Indebtedness to the Pledgor, the Pledgor \nshall accept the same as agent for and hold the same in trust for the benefit \nof the Secured Parties and deliver the same forthwith to the Collateral Agent \nin the exact form received, with the endorsement in blank of the Pledgor \naccompanied by stock powers executed by the Pledgor when necessary or \nappropriate, in the opinion of and in form and substance satisfactory to, the \nCollateral Agent, acting reasonably, to be held by the Collateral Agent as \nadditional security for the Secured Obligations, and such shall thereupon be \ndeemed included in the Collateral for all purposes of this Pledge Agreement \nand made subject to the Security Interests, and the Pledgor will immediately \npledge to and deposit with the Collateral Agent certificates representing all \nsuch shares and such note or an instrument evidencing such other Indebtedness \nor such other Collateral as additional security for the Secured Obligations. \nAll such shares, notes and instruments constitute Pledged Securities and are \nsubject to all provisions of this Pledge Agreement.\n\n                  (c) The Security Interests are granted as security only and \nshall not subject the Collateral Agent or any Secured Party to, or transfer \nor in any way affect or modify, any obligation or liability of the Pledgor or \nthe Issuers with respect to any of the Collateral or any transaction in \nconnection therewith.\n\n                  (d) All Pledged Instruments delivered to the Collateral \nAgent by the Pledgor pursuant hereto shall be endorsed in suitable form for \ntransfer by endorsement and delivery by the Collateral Agent, and accompanied \nby any required transfer tax stamps, all in form and Substance satisfactory \nto the Collateral Agent. All certificates representing Pledged Stock \ndelivered to the Collateral Agent by the Pledgor pursuant hereto shall be in \nsuitable form for transfer by delivery, or shall be accompanied by duly \nexecuted instruments of transfer or assignment or contract notes, where \napplicable, in blank, and accompanied by any required transfer tax stamps, \nall in form and substance satisfactory to the Collateral Agent.\n\n                  SECTION 4. FILING FURTHER ASSURANCES.\n\n                  (a) The Pledgor agrees that it will, in such manner and \nform as the Collateral Agent may require, execute, deliver, file and record \nany financing statement, specific assignment or other paper and take any \nother action that the Collateral Agent reasonably may determine to be \nnecessary or desirable in order to create, preserve, perfect or validate any \nSecurity Interest or to enable the Collateral Agent to exercise and enforce \nits rights hereunder with respect to any of the Collateral. Without limiting \nthe generality of the foregoing, whenever any person other than the \nSubsidiary shall become a subsidiary of the Pledgor, such subsidiary shall \nautomatically become an Issuer and the Pledgor shall, if requested by the \nCollateral Agent, promptly deliver to the Collateral Agent an opinion of \ncounsel to the Pledgor covering such matters relating to the \n\n                                       4\n\n\nvalidity, perfection and priority of the Security Interests in the Pledged \nSecurities of such Issuer as the Collateral Agent shall reasonably request.\n\n                  (b) The Pledgor agrees that it shall notify the Collateral \nAgent in writing at least twenty (20) days prior to any change of name of the \nPledgor.\n\n                  SECTION 5. FORM OF SHARES. The certificates representing \nany of the Pledged Stock or other shares included in the Collateral at any \ntime shall be free of any restrictive or cautionary legends other than with \nrespect to the Securities Act of 1933 or blue sky laws.\n\n                  SECTION 6. RIGHT TO RECEIVE DISTRIBUTIONS ON COLLATERAL.\n\n                  (a) So long as no Event of Default shall at any applicable \ntime have occurred and be continuing, the Pledgor shall have the right to \nreceive all dividends (in cash or specie), interest, returns of capital and \nother payments or distributions made upon or with respect to, and all options \nand rights issued in connection with, the Collateral.\n\n                  (b) The Collateral Agent shall, upon the occurrence and \nduring the continuance of an Event of Default, have the right to receive (for \ndeposit in the Collateral Account, if cash) and to retain as Collateral \nhereunder all dividends (in cash or specie), interest and other payments and \ndistributions made upon or with respect to the Collateral and the Pledgor \nshall take all such action as the Collateral Agent may deem necessary or \nappropriate to give effect to such right. All such dividends, interest and \nother payments and distributions which are received by the Pledgor, upon the \noccurrence and during the continuance of an Event of Default, shall be \nreceived in trust for the benefit of the Collateral Agent and the other \nSecured Parties and, if the Collateral Agent so directs, upon the occurrence \nand during the continuance of an Event of Default, shall be segregated from \nother funds of the Pledgor and shall, forthwith upon demand by the Collateral \nAgent during the continuance of an Event of Default, be paid over to the \nCollateral Agent as Collateral in the same form as received (with any \nnecessary endorsement, and accompanied by any necessary stock powers executed \nby the Pledgor). After all Events of Default have been cured, the Collateral \nAgent's right to retain dividends, interest and other payments and \ndistributions under this Section 6 shall cease and the Collateral Agent shall \npay over to the Pledgor any such Collateral retained by the Collateral Agent \nduring the continuance of an Event of Default.\n\n                  SECTION 7. RIGHT TO VOTE PLEDGED STOCK. Unless an Event of \nDefault shall have occurred and be continuing, the Pledgor shall have the \nright, from time to time, to vote and to give consents, ratifications and \nwaivers with respect to the Pledged Stock.\n\n                  If an Event of Default shall have occurred and be \ncontinuing, then the Collateral Agent shall have the right to the extent \npermitted or recognized by law, and the Pledgor shall take all such action as \nmay be necessary or appropriate to give effect to such right, to vote and to \ngive consents, ratifications and waivers, and take any other action with \nrespect to any or all of the Pledged Stock with the same force and effect as \nif the Collateral Agent were the absolute and sole owner thereof.\n\n                  SECTION 8. GENERAL AUTHORITY. The Pledgor hereby \nirrevocably (to the extent permitted or recognized by law) appoints the \nCollateral Agent its true and lawful attorney, with \n\n                                       5\n\n\nfull power of substitution, in the name of the Pledgor, the Collateral Agent \nand the other Secured Parties or otherwise, for the sole use and benefit of \nthe Collateral Agent and the other Secured Parties to the extent permitted or \nrecognized by law, to exercise, at any time and from time to time while an \nEvent of Default has occurred and is continuing, all or any of the following \npowers with respect to all or any of the Collateral:\n\n                           (i) to demand, sue for, collect, receive and give\n                  acquittance for any and all moneys due or to become due upon\n                  or by virtue thereof,\n\n                           (ii) to settle, compromise, compound, prosecute or\n                  defend any action or proceeding with respect thereto,\n\n                           (iii) to sell, transfer, assign or otherwise deal in\n                  or with the same or the proceeds or avails thereof, as fully\n                  and effectually as if the Collateral Agent were the absolute\n                  owner thereof, and\n\n                           (iv) to extend the time of payment of any or all\n                  thereof and to make any allowance and other adjustments with\n                  reference thereto;\n\nPROVIDED that the Collateral Agent shall give the Pledgor not less than \nfifteen days' prior written notice of the time and place of any sale or other \nintended disposition of any of the Collateral except any Collateral which \nthreatens to decline speedily in value or is of a type customarily sold on a \nrecognized market.\n\n                  SECTION 9. REMEDIES UPON EVENT OF DEFAULT.\n\n                  (a) If any Event of Default shall have occurred and be \ncontinuing, the Collateral Agent may exercise on behalf of the Secured \nParties all the rights of a secured party under the UCC and, in addition, the \nCollateral Agent may, without obligation to resort to other security under \nany other Security Documents or to recourse against any other guarantor \n(including without limitation the Subsidiary), surety or other person liable, \nand without being required to give any notice, except as herein provided or \nas may be required by mandatory provisions of applicable law, (a) apply the \ncash, if any, then held by it as Collateral as specified in Section 12, and \n(b) if there shall be no such cash or if such cash shall be insufficient to \npay all the Secured Obligations in full, sell the Collateral or any parts \nthereof at public or private sale or at any broker's board or on any \nsecurities exchange, for cash, upon credit or for future delivery, and at \nsuch price or prices as the Collateral Agent, acting reasonably, may deem \nsatisfactory. The Collateral Agent or any other Secured Party may be the \npurchaser of any or all of the Collateral so sold at any public sale (or, if \nthe Collateral is of a type customarily sold in a recognized market or is of \na type which is the subject of widely distributed standard price quotations \nat any private sale) and thereafter hold the same, absolutely, free from any \nequity or right of redemption, or other right or claim of whatsoever kind.\n\n                  (b) Notwithstanding anything to the contrary contained \nherein or any other Loan Document, neither the Collateral Agent nor any \nSecured Party shall, without first obtaining approval of a Governmental \nAuthority, take any action pursuant to this Pledge Agreement or any other \nLoan Document which would constitute or result in an assignment of any \nLicense held by the Pledgor or any of its Subsidiaries, or which would \nconstitute a transfer of control of any \n\n                                       6\n\n\nSubsidiary that holds a License (including without limitation, any voting of \nthe Pledged Stock), if such assignment or transfer would require, under the \nexisting applicable law, the prior approval of such Governmental Authority. \nThe Pledgor agrees to take, and the Pledgor agrees to cause each of its \nSubsidiaries to take, in each case upon the occurrence and during the \ncontinuance of an Event of Default, any action that the Collateral Agent may \nreasonably request in order to obtain from any Governmental Authority such \napproval as may be necessary to enable the Collateral Agent to transfer the \nPledged Securities pursuant to this Pledge Agreement, the Loan Documents and \neach other agreement, instrument and document delivered to the Collateral \nAgent in connection herewith and therewith, including specifically, at the \nexpense of the Pledgor, the use of the Pledgor's and each of its \nSubsidiaries' commercially reasonable efforts to assist in obtaining approval \nof such Governmental Authority for any action or transaction contemplated by \nthis Agreement for which such approval is or shall be required by law, and \nspecifically, without limitation, upon request, to prepare, sign and file \nwith such Governmental Authority, the assignor's or transferor's portion of \nany application or applications for consent to the transfer of any Pledged \nSecurities necessary or appropriate under the rules and regulations of such \nGovernmental Authority for approval of any sale or sales of any of the \nCollateral by or on behalf of the Collateral Agent or any assumption by the \nCollateral Agent of voting rights relating thereto effected in accordance \nwith the terms of this Agreement.\n\n                  SECTION 10. EXPENSES. The Pledgor agrees that it will \nforthwith upon demand pay the following amounts:\n\n                           (i) the amount of any taxes which the Collateral\n                  Agent may have been required to pay by reason of the Security\n                  Interests or to free any of the Collateral from any Lien\n                  thereon, and\n\n                           (ii) the amount of any and all out-of-pocket\n                  expenses, including the reasonable fees and disbursements of\n                  counsel and of any other experts employed to evaluate, protect\n                  or realize the value of the Collateral, which the Collateral\n                  Agent may incur in connection with (w) the administration or\n                  enforcement of this Pledge Agreement, including such expenses\n                  as are incurred to preserve the value of the Collateral and\n                  the validity, perfection, rank and value of any Security\n                  Interest, (x) the collection, sale or other disposition of any\n                  of the Collateral, (y) the exercise by the Collateral Agent of\n                  any of the rights conferred upon it hereunder or (z) any\n                  Default or Event of Default.\n\n                  Any such amount not paid on demand shall bear interest for \neach day until paid at the Alternate Base Rate plus the Applicable Rate plus \ntwo percent (2%) per annum for such day.\n\n                  SECTION 11. LIMITATION ON DUTY OF COLLATERAL AGENT IN \nRESPECT OF COLLATERAL. Beyond the exercise of reasonable care in the custody \nthereof, the Collateral Agent shall not have any duty as to any Collateral in \nits possession or control or in the possession or control of any agent or \nbailee or any proceeds thereof or as to the preservation of rights against \nprior parties or any other rights pertaining thereto. The Collateral Agent \nshall be deemed to have exercised reasonable care in the custody and \npreservation of the Collateral in its possession if the Collateral is \naccorded treatment substantially equal to that which it accords its own \nproperty, and shall not be liable or responsible for any loss or damage to \nany of the Collateral, or for any diminution in \n\n                                       7\n\n\nthe value thereof, by reason of the act or omission of any agent or bailee \nselected by the Collateral Agent, as the case may be, in good faith. Without \nlimitation of the foregoing, and except as specifically provided for in this \nPledge Agreement, or otherwise as might be required by applicable laws, the \nCollateral Agent and the other Secured Parties shall have no duty to send any \nnotices, perform any services, vote, pay, exercise any options or make any \nelections with respect to, or pay any taxes or charges associated with, or \notherwise take any other action of any kind with respect to the Collateral.\n\n                  SECTION 12. APPLICATION OF PROCEEDS. Upon the occurrence \nand during the continuance of an Event of Default, the proceeds of any sale \nof, or other realization upon, all or any parts of the Collateral and any \ncash held shall be applied by the Collateral Agent in payment of the Secured \nObligations, in accordance with the Credit Agreement.\n\n                  SECTION 13. APPOINTMENT OF CO-COLLATERAL AGENTS. At any \ntime or times, in order to comply with any legal requirement in any \njurisdiction, the Collateral Agent may appoint another bank or trust company \nor one or more other persons, either to act as co-collateral agent or \nco-collateral agents, jointly with the Collateral Agent, or to act as \nseparate collateral agent or collateral agents on behalf of the Secured \nParties with such power and authority as may be necessary for the effectual \noperation of the provisions hereof and may be specified in the instrument of \nappointment.\n\n                  SECTION 14. TERMINATION OF SECURITY INTERESTS; RELEASE OF \nCOLLATERAL.\n\n                  (a) Upon the repayment in full of all Secured Obligations \nand the termination of the Commitments under the Credit Agreement, the \nSecurity Interests shall terminate and all rights to the Collateral shall \nrevert to the Pledgor.\n\n                  (b) At any time and from time to time prior to such \ntermination of the Security Interests, the Collateral Agent may release all \nor any part of the Collateral in accordance with the Credit Agreement, \nwhereupon the Security Interests in such released Collateral shall terminate \nand the rights to such released Collateral shall revert to the Pledgor.\n\n                  (c) Upon any such termination of the Security Interest or \nrelease of Collateral, the Collateral Agent will, at the expense of the \nPledgor, execute and deliver to the Pledgor such documents as the Pledgor \nshall reasonably request to evidence the termination of the Security \nInterests or the release of such Collateral, as the case may be.\n\n                  SECTION 15. NOTICES. All notices, requests and other \ncommunications to any party hereunder shall be given in accordance with \nSection 9.01 of the Credit Agreement.\n\n                  SECTION 16. WAIVERS, NON-EXCLUSIVE REMEDIES. No failure on \nthe part of the Collateral Agent to exercise, and no delay in exercising and \nno course of dealing with respect to, any right under this Pledge Agreement \nshall operate as a waiver thereof, nor shall any single or partial exercise \nby the Collateral Agent of any right under the Credit Agreement or this \nPledge Agreement preclude any other or further exercise thereof or the \nexercise of any other right. The rights in this Pledge Agreement and the \nCredit Agreement are cumulative and are not exclusive of any other remedies \nprovided by law.\n\n                                       8\n\n\n                  SECTION 17. SUCCESSORS AND ASSIGNS. This Pledge Agreement \nis for the benefit of the Collateral Agent and the other Secured Parties and \ntheir successors and assigns, and in the event of an assignment of all or any \nof the Secured Obligations, the rights hereunder, to the extent applicable to \nthe indebtedness so assigned, may be transferred with such indebtedness. This \nPledge Agreement shall be binding on the Pledgor and its assigns and the \nrights of the Pledgor hereunder shall inure to the benefit of the Pledgor's \npermitted assigns.\n\n                  SECTION 18. CHANGES IN WRITING. Neither this Pledge \nAgreement nor any provision hereof may be changed, waived, discharged or \nterminated orally, but only in writing signed by Pledgor and the Collateral \nAgent with the consent of the Required Lenders (or in the case of Section 14, \nall of the Lenders).\n\n                  SECTION 19. ATTACHMENT. The Security Interests are intended \nto attach and take effect forthwith upon the execution of this Pledge \nAgreement and Pledgor acknowledges that value has been given and that the \nPledgor has rights in the Collateral. With respect to any Collateral which is \nin addition to, or which is a renewal, replacement or substitution for any of \nthe Collateral (as constituted on the date hereto) the Security Interests \ncreated hereby are intended to attach and take effect at the time of such \naddition, renewal, replacement or substitution, and the Pledgor represents \nand warrants that it shall have rights in such Collateral at the time of such \naddition, renewal, replacement or substitution, as the case may be.\n\n                  SECTION 20. GOVERNING LAW. THIS PLEDGE AGREEMENT SHALL BE \nGOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW \nYORK.\n\n                  SECTION 21. SEVERABILITY. If any provision hereof is \ninvalid or unenforceable in any jurisdiction, then, to the fullest extent \npermitted by law, (i) the other provisions hereof shall remain in full force \nand effect in such jurisdiction in order to carry out the intentions of the \nparties hereto as nearly as may be possible; and (ii) the invalidity or \nunenforceability of any provision hereof in any jurisdiction shall not affect \nthe validity or enforceability of such provision in any other jurisdiction.\n\n                  SECTION 22. COUNTERPARTS. This Pledge Agreement may be \nexecuted in any number of counterparts, all of which taken together shall \nconstitute one and the same instrument and any of the parties hereto may \nexecute this Pledge Agreement by signing any such counterpart.\n\n                        (Signatures Follow on Next Page)\n\n\n\n\n\n\n                                       9\n\n\n         IN WITNESS WHEREOF, the par-ties hereto have caused this Pledge \nAgreement (Borrower) to be duly executed by their respective authorized \nofficers as of the day and year first above written.\n\n                                   JATO OPERATING CORP.\n\n\n                                   By:                                  \n                                       ---------------------------------\n                                       Name:\n                                       Title:\n\n                                   STATE STREET BANK AND TRUST\n                                   COMPANY, as Collateral Agent\n\n                                   By:                                  \n                                       ---------------------------------\n                                       Name:\n                                       Title:\n\n\n\n\n\n\n                                       \n                                   EXHIBIT A\n\n                              INTERCOMPANY NOTES\n\n\n\n\n\n\n                                                                       Exhibit F\n                                       \n                               PLEDGE AGREEMENT\n                                       \n                                   (PARENT)\n                                       \n          This PLEDGE AGREEMENT (PARENT), dated as of July 14, 1999, is made \nbetween JATO COMMUNICATIONS CORP., a Delaware corporation (with its \nsuccessors, the \"PLEDGOR\") and STATE STREET BANK AND TRUST COMPANY, as \ncollateral agent for and on behalf of and for the benefit of itself, the \nAdministrative Agent (as hereinafter defined) and the Lenders (as hereinafter \ndefined), including without limitation itself in its capacity at any time or \nfrom time to time as a Lender (as hereinafter defined) (with its successors \nin such capacity, the \"COLLATERAL AGENT\").\n\n                              W I T N E S S E T H:\n\n          WHEREAS, the Pledgor owns all of the common stock of Jato Operating \nCorp., a corporation organized under the laws of Delaware (with its \nsuccessors, the \"SUBSIDIARY\"); and\n\n          WHEREAS, the Subsidiary, the Pledgor, the Lenders, State Street \nBank and Trust Company, as Collateral Agent, and Lucent Technologies Inc., as \nadministrative agent (the \"ADMINISTRATIVE AGENT\"), are parties to a Credit \nAgreement, dated as of July 14, 1999 (as the same may be amended, \nsupplemented, restated or replaced from time to time, the \"CREDIT \nAGREEMENT\"), providing, subject to the terms and conditions thereof, for \nmaking Loans by the Lenders to the Subsidiary; and\n\n          NOW, THEREFORE, in consideration of the premises and other good and \nvaluable consideration, the receipt and sufficiency of which are hereby \nacknowledged, the parties hereto agree as follows:\n\n          SECTION 1.  DEFINITIONS. Terms defined in the Credit Agreement and \nnot otherwise defined herein have, as used herein, the respective meanings \nprovided for therein.  The following additional terms as used herein, have \nthe following respective meanings:\n\n          \"COLLATERAL\" has the meaning assigned to such term in Section 3(a).\n\n          \"COLLATERAL ACCOUNT\" has the meaning set forth in the Security \nAgreement.\n\n          \"EVENT OF DEFAULT\" or \"EVENTS OF DEFAULT\" has any meaning assigned \nto such term(s) in the Credit Agreement.\n\n          \"LENDERS\" and \"LIEN\" have the meanings assigned to such terms in \nthe Credit Agreement.\n\n\n\n          \"PLEDGED INSTRUMENTS\" means (i) the intercompany notes, if any, \nlisted on Exhibit A hereto and (ii) any instrument required to be pledged to \nthe Collateral Agent pursuant to Section 3(b).\n\n          \"PLEDGED SECURITIES\" means the Pledged Instruments and the Pledged \nStock.\n\n          \"PLEDGED STOCK\" means the Subsidiary Shares and any other capital \nstock or securities required to be pledged to the Collateral Agent pursuant \nto Section 3(b), and in respect of which such pledge or the Security \nInterests or both has not been released pursuant to Section 14 or other terms \nor provisions of this Pledge Agreement.\n\n          \"REQUIRED LENDERS\" has the meaning assigned to such term in the \nCredit Agreement.\n\n          \"SECURED OBLIGATIONS\" means, collectively:\n\n               (i)  all amounts payable by the Pledgor under any Loan Document;\n          and\n\n               (ii) the Pledgor's obligations under this Pledge Agreement.\n\n          \"SECURED PARTIES\" means, collectively (i) the Lenders, (ii) the \nAdministrative Agent and (iii) the Collateral Agent.\n\n          \"SECURITY AGREEMENT\" means the Security Agreement (Parent), dated \nas of July 14, 1999, between the Pledgor and the Collateral Agent, as the \nsame may be modified, amended, supplemented, restated or replaced and \nsupplemented and in effect from time to time.\n\n          \"SECURITY INTERESTS\" means the security interests in the Collateral \ngranted hereunder securing the Secured Obligations.\n\n          \"SUBSIDIARY SHARES\" means the 1,100 shares in the capital stock of \nthe Subsidiary owned by the Pledgor, which shares as at the date hereof are \nrepresented by certificates Nos.  CS-1 and CS-2 issued by the Subsidiary and \nregistered in the name of the Pledgor.\n\n          \"UCC\" means the Uniform Commercial Code of the State of New York.\n\n          Unless otherwise defined herein, or unless the context otherwise \nrequires, all terms used herein which are defined in the UCC as in effect on \nthe date hereof shall have the meanings ascribed thereto in the UCC.\n\n          SECTION 2.  REPRESENTATIONS AND WARRANTIES. The Pledgor represents \nand warrants as follows:\n\n          (a)  TITLE TO PLEDGED SECURITIES.  The Pledgor owns all of the \nPledged Securities, free and clear of any Liens other than the Security \nInterests.  All of the Pledged Stock has been duly authorized and validly \nissued, is fully paid and nonassessable (if applicable), and is subject to no \noptions to purchase or similar rights of any person, and constitutes all and \nnot less than all the Pledgor's securities of any class in the capital of the \nSubsidiary.  The Pledgor is \n\n                                       2\n\n\nnot and agrees that it will not become a party to or otherwise bound by any \nagreement, other than this Pledge Agreement or any of the Loan Documents, \nwhich might affect or restrict in any manner the rights of the Collateral \nAgent or the other Secured Parties or both or any present or future holder of \nany of the Pledged Stock with respect thereto.\n\n          (b)  VALIDITY, PERFECTION AND PRIORITY OF SECURITY INTERESTS.  Upon \nthe delivery in New York or Massachusetts of the Pledged Instruments and the \ncertificates representing the Pledged Stock to the Collateral Agent in \naccordance with Section 3 hereof, the Collateral Agent will have valid and \nperfected security interests in the Collateral subject to no prior Lien.  If \nthe Collateral is held in Massachusetts, then no registration, recordation or \nfiling with any governmental body, agency or official is required in \nconnection with the execution or delivery of this Pledge Agreement or \nnecessary for the validity or enforceability hereof or for the perfection or \nenforcement of the Security Interests.  Neither the Pledgor nor the \nSubsidiary has performed or will perform any acts which might prevent the \nCollateral Agent from enforcing any of the terms and conditions of this \nPledge Agreement or which would limit the Collateral Agent in any such \nenforcement.\n\n          SECTION 3.  THE SECURITY INTERESTS. In order to secure the full and \npunctual payment of the Secured Obligations in accordance with the terms \nthereof, and to secure the performance of all the obligations of the Pledgor \nhereunder:\n\n          (a)  The Pledgor hereby assigns, transfers and pledges to the \nCollateral Agent for the benefit of itself and the other Secured Parties and \ngrants to the Collateral Agent for the benefit of itself and the other \nSecured Parties a security interest in the Pledged Securities, and all of its \nrights and privileges with respect thereto, all renewals thereof, \nsubstitutions therefor and accretions thereto, all proceeds, income and \nprofits thereon, and all dividends (in cash or specie) and other payments and \ndistributions with respect thereto and all securities and certificates \ntherefor which shall be from time to time held by the Collateral Agent in \nsafe custody (all such securities, renewals thereof, accretions thereto, \nproceeds thereof and income therefrom, collectively but excluding any \nCollateral released or distributable from time to time pursuant to Section 6, \nSection 14 or other terms or provisions of this Pledge Agreement, the \n\"COLLATERAL\"), as general and continuing collateral security and as a pledge, \nassignment and transfer, all the foregoing being subject to the Pledgor's \nrights under Sections 6 and 7.  Contemporaneously with the execution and \ndelivery hereof, the Pledgor is delivering the Pledged Instruments and the \ncertificates representing the Pledged Stock.\n\n          (b)  Subject to Section 6, in the event that the Subsidiary (i) at \nany time issues to the Pledgor any Collateral in addition to the Subsidiary \nShares, including without limitation shares of any class or series in its \ncapital issued in respect of any new equity investment or other consideration \nof any kind from the Pledgor, or any additional or substitute certificates \nand\/or shares of capital stock of any class, including without limitation any \ncertificates and\/or shares representing a stock dividend, a stock split or a \ndistribution in connection with any reclassification, increase, reduction or \nreturn of capital or issued in connection with any recapitalization or any \nreorganization, options or rights, whether as an addition to, in substitution \nor exchange for the Subsidiary Shares, any of the Pledged Securities or other \nCollateral, or otherwise, or (ii) at any time issues any note or substitute \nnote, or owes any other Indebtedness to the Pledgor, the Pledgor shall accept \nthe same as agent for and hold the same in trust for the \n\n                                       3\n\n\nbenefit of the Secured Parties and deliver the same forthwith to the \nCollateral Agent in the exact form received, with the endorsement in blank of \nthe Pledgor accompanied by stock powers executed by the Pledgor when \nnecessary or appropriate, in the opinion of and in form and substance \nsatisfactory to, the Collateral Agent, acting reasonably, to be held by the \nCollateral Agent as additional security for the Secured Obligations, and such \nshall thereupon be deemed included in the Collateral for all purposes of this \nPledge Agreement and made subject to the Security Interests, and the Pledgor \nwill immediately pledge to and deposit with the Collateral Agent certificates \nrepresenting all such shares and such note or an instrument evidencing such \nother Indebtedness or such other Collateral as additional security for the \nSecured Obligations.  All such shares, notes and instruments constitute \nPledged Securities and are subject to all provisions of this Pledge Agreement.\n\n          (c)  The Security Interests are granted as security only and shall \nnot subject the Collateral Agent or any Secured Party to, or transfer or in \nany way affect or modify, any obligation or liability of the Pledgor or the \nSubsidiary with respect to any of the Collateral or any transaction in \nconnection therewith.\n\n          (d)  All Pledged Instruments delivered to the Collateral Agent by \nthe Pledgor pursuant hereto shall be endorsed in suitable form for transfer \nby endorsement and delivery by the Collateral Agent, and accompanied by any \nrequired transfer tax stamps, all in form and substance satisfactory to the \nCollateral Agent.  All certificates representing Pledged Stock delivered to \nthe Collateral Agent by the Pledgor pursuant hereto shall be in suitable form \nfor transfer by delivery, or shall be accompanied by duly executed \ninstruments of transfer or assignment or contract notes, where applicable, in \nblank, and accompanied by any required transfer tax stamps, all in form and \nsubstance satisfactory to the Collateral Agent.\n\n          SECTION 4.  FILING FURTHER ASSURANCES. (a)    The Pledgor agrees \nthat it will, in such manner and form as the Collateral Agent may require, \nexecute, deliver, file and record any financing statement, specific \nassignment or other paper and take any other action that the Collateral Agent \nreasonably may determine to be necessary or desirable in order to create, \npreserve, perfect or validate any Security Interest or to enable the \nCollateral Agent to exercise and enforce its rights hereunder with respect to \nany of the Collateral.  \n\n          (b)  The Pledgor agrees that it shall notify the Collateral Agent \nin writing at least twenty (20) days prior to any change of name of the \nPledgor.\n\n          SECTION 5.  FORM OF SHARES.  The certificates representing any of \nthe Pledged Stock or other shares included in the Collateral at any time \nshall be free of any restrictive or cautionary legends other than with \nrespect to the Securities Act of 1933 or state blue sky laws.\n\n          SECTION 6.  RIGHT TO RECEIVE DISTRIBUTIONS ON COLLATERAL. (a)    So \nlong as no Event of Default shall at any applicable time have occurred and be \ncontinuing, the Pledgor shall have the right to receive all dividends (in \ncash or specie), interest, returns of capital and other payments or \ndistributions made upon or with respect to, and all options and rights issued \nin connection with, the Collateral.\n\n                                       4\n\n\n          (b)  The Collateral Agent shall, upon the occurrence and during the \ncontinuance of an Event of Default, have the right to receive (for deposit in \nthe Collateral Account, if cash) and to retain as Collateral hereunder all \ndividends (in cash or specie), interest and other payments and distributions \nmade upon or with respect to the Collateral and the Pledgor shall take all \nsuch action as the Collateral Agent may deem necessary or appropriate to give \neffect to such right.  All such dividends, interest and other payments and \ndistributions which are received by the Pledgor, upon the occurrence and \nduring the continuance of an Event of Default, shall be received in trust for \nthe benefit of the Collateral Agent and the other Secured Parties and, if the \nCollateral Agent so directs, upon the occurrence and during the continuance \nof an Event of Default, shall be segregated from other funds of the Pledgor \nand shall, forthwith upon demand by the Collateral Agent during the \ncontinuance of an Event of Default, be paid over to the Collateral Agent as \nCollateral in the same form as received (with any necessary endorsement, and \naccompanied by any necessary stock powers executed by the Pledgor).  After \nall Events of Default have been cured, the Collateral Agent's right to retain \ndividends, interest and other payments and distributions under this Section 6 \nshall cease and the Collateral Agent shall pay over to the Pledgor any such \nCollateral retained by the Collateral Agent during the continuance of an \nEvent of Default.\n\n          SECTION 7.  RIGHT TO VOTE PLEDGED STOCK. Unless an Event of Default \nshall have occurred and be continuing, the Pledgor shall have the right, from \ntime to time, to vote and to give consents, ratifications and waivers with \nrespect to the Pledged Stock.\n\n          If an Event of Default shall have occurred and be continuing, then \nthe Collateral Agent shall have the right to the extent permitted or \nrecognized by law, and the Pledgor shall take all such action as may be \nnecessary or appropriate to give effect to such right, to vote and to give \nconsents, ratifications and waivers, and take any other action with respect \nto any or all of the Pledged Stock with the same force and effect as if the \nCollateral Agent were the absolute and sole owner thereof.\n\n          SECTION 8.  GENERAL AUTHORITY. The Pledgor hereby irrevocably (to \nthe extent permitted or recognized by law) appoints the Collateral Agent its \ntrue and lawful attorney, with full power of substitution, in the name of the \nPledgor, the Collateral Agent and the other Secured Parties or otherwise, for \nthe sole use and benefit of the Collateral Agent and the other Secured \nParties to the extent permitted or recognized by law, to exercise, at any \ntime and from time to time while an Event of Default has occurred and is \ncontinuing, all or any of the following powers with respect to all or any of \nthe Collateral:\n\n               (i)  to demand, sue for, collect, receive and give acquittance\n          for any and all moneys due or to become due upon or by virtue thereof,\n\n               (ii) to settle, compromise, compound, prosecute or defend any\n          action or proceeding with respect thereto,\n\n               (iii)     to sell, transfer, assign or otherwise deal in or with\n          the same or the proceeds or avails thereof, as fully and effectually\n          as if the Collateral Agent were the absolute owner thereof, and\n\n                                       5\n\n\n               (iv) to extend the time of payment of any or all thereof and to\n          make any allowance and other adjustments with reference thereto;\n\nPROVIDED that the Collateral Agent shall give the Pledgor not less than \nfifteen days' prior written notice of the time and place of any sale or other \nintended disposition of any of the Collateral except any Collateral which \nthreatens to decline speedily in value or is of a type customarily sold on a \nrecognized market.\n\n          SECTION 9.  REMEDIES UPON EVENT OF DEFAULT. \n\n          (a)  If any Event of Default shall have occurred and be continuing, \nthe Collateral Agent may exercise on behalf of the Secured Parties all the \nrights of a secured party under the UCC and, in addition, the Collateral \nAgent may, without obligation to resort to other security under any other \nSecurity Documents or to recourse against any other guarantor (including \nwithout limitation the Subsidiary or any other Guarantor Subsidiary), surety \nor other person liable, and without being required to give any notice, except \nas herein provided or as may be required by mandatory provisions of \napplicable law, (a) apply the cash, if any, then held by it as Collateral as \nspecified in Section 12, and (b) if there shall be no such cash or if such \ncash shall be insufficient to pay all the Secured Obligations in full, sell \nthe Collateral or any parts thereof at public or private sale or at any \nbroker's board or on any securities exchange, for cash, upon credit or for \nfuture delivery, and at such price or prices as the Collateral Agent, acting \nreasonably, may deem satisfactory.  The Collateral Agent or any other Secured \nParty may be the purchaser of any or all of the Collateral so sold at any \npublic sale (or, if the Collateral is of a type customarily sold in a \nrecognized market or is of a type which is the subject of widely distributed \nstandard price quotations at any private sale) and thereafter hold the same, \nabsolutely, free from any equity or right of redemption, or other right or \nclaim of whatsoever kind.\n\n          (b)  Notwithstanding anything to the contrary contained herein or \nany other Loan Document, neither the Collateral Agent nor any Secured Party \nshall, without first obtaining approval of a Governmental Authority, take any \naction pursuant to this Pledge Agreement or any other Loan Document which \nwould constitute or result in an assignment of any License held by the \nPledgor, the Subsidiary or any of its subsidiaries, or which would constitute \na transfer of control of the Subsidiary or any of its subsidiaries that hold \na License (including without limitation, any voting of the Pledged Stock), if \nsuch assignment or transfer would require, under the existing applicable law, \nthe prior approval of such Governmental Authority.  The Pledgor agrees to \ntake, and the Pledgor agrees to cause the Subsidiary and each of its \nsubsidiaries to take, in each case upon the occurrence and during the \ncontinuance of an Event of Default, any action that the Collateral Agent may \nreasonably request in order to obtain from any Governmental Authority such \napproval as may be necessary to enable the Collateral Agent to transfer the \nPledged Securities pursuant to this Pledge Agreement, the Loan Documents and \neach other agreement, instrument and document delivered to the Collateral \nAgent in connection herewith and therewith, including specifically, at the \nexpense of the Pledgor, the use of the Pledgor's and the Subsidiary's and \neach of its subsidiaries' commercially reasonable efforts to assist in \nobtaining approval of such Governmental Authority for any action or \ntransaction contemplated by this Agreement for which such approval is or \nshall be required by law, and specifically, without limitation, upon request, \nto prepare, sign and file with such Governmental Authority, the assignor's or \ntransferor's portion of any application or applications for consent to the \ntransfer of \n\n                                       6\n\n\nany Pledged Securities necessary or appropriate under the rules and \nregulations of such Governmental Authority for approval of any sale or sales \nof any of the Collateral by or on behalf of the Collateral Agent or any \nassumption by the Collateral Agent of voting rights relating thereto effected \nin accordance with the terms of this Agreement.\n\n          SECTION 10.  EXPENSES. The Pledgor agrees that it will forthwith \nupon demand pay the following amounts:\n\n               (i)  the amount of any taxes which the Collateral Agent may have\n          been required to pay by reason of the Security Interests or to free\n          any of the Collateral from any Lien thereon, and\n\n               (ii) the amount of any and all out-of-pocket expenses, including\n          the reasonable fees and disbursements of counsel and of any other\n          experts employed to evaluate, protect or realize the value of the\n          Collateral, which the Collateral Agent may incur in connection with\n          (w) the administration or enforcement of this Pledge Agreement,\n          including such expenses as are incurred to preserve the value of the\n          Collateral and the validity, perfection, rank and value of any\n          Security Interest, (x) the collection, sale or other disposition of\n          any of the Collateral, (y) the exercise by the Collateral Agent of any\n          of the rights conferred upon it hereunder or (z) any Default or Event\n          of Default.\n\n          Any such amount not paid on demand shall bear interest for each day \nuntil paid at the Alternate Base Rate plus the Applicable Rate plus two \npercent (2%) per annum for such day.\n\n          SECTION 11.  LIMITATION ON DUTY OF COLLATERAL AGENT IN RESPECT OF \nCOLLATERAL.  Beyond the exercise of reasonable care in the custody thereof, \nthe Collateral Agent shall not have any duty as to any Collateral in its \npossession or control or in the possession or control of any agent or bailee \nor any proceeds thereof or as to the preservation of rights against prior \nparties or any other rights pertaining thereto.  The Collateral Agent shall \nbe deemed to have exercised reasonable care in the custody and preservation \nof the Collateral in its possession if the Collateral is accorded treatment \nsubstantially equal to that which it accords its own property, and shall not \nbe liable or responsible for any loss or damage to any of the Collateral, or \nfor any diminution in the value thereof, by reason of the act or omission of \nany agent or bailee selected by the Collateral Agent, as the case may be, in \ngood faith.  Without limitation of the foregoing, and except as specifically \nprovided for in this Pledge Agreement, or otherwise as might be required by \napplicable laws, the Collateral Agent and the other Secured Parties shall \nhave no duty to send any notices, perform any services, vote, pay, exercise \nany options or make any elections with respect to, or pay any taxes or \ncharges associated with, or otherwise take any other action of any kind with \nrespect to the Collateral.\n\n          SECTION 12.  APPLICATION OF PROCEEDS.  Upon the occurrence and \nduring the continuance of an Event of Default, the proceeds of any sale of, \nor other realization upon, all or any parts of the Collateral and any cash \nheld shall be applied by the Collateral Agent in payment of the Secured \nObligations, in accordance with the Credit Agreement.\n\n                                       7\n\n\n          SECTION 13.  APPOINTMENT OF CO-COLLATERAL AGENTS. At any time or \ntimes, in order to comply with any legal requirement in any jurisdiction, the \nCollateral Agent may appoint another bank or trust company or one or more \nother persons, either to act as co-collateral agent or co-collateral agents, \njointly with the Collateral Agent, or to act as separate collateral agent or \ncollateral agents on behalf of the Secured Parties with such power and \nauthority as may be necessary for the effectual operation of the provisions \nhereof and may be specified in the instrument of appointment.\n\n          SECTION 14.  TERMINATION OF SECURITY INTERESTS; RELEASE OF \nCOLLATERAL.\n\n          (a)  Upon the repayment in full of all Secured Obligations and the \ntermination of the Commitments under the Credit Agreement, the Security \nInterests shall terminate and all rights to the Collateral shall revert to \nthe Pledgor.  \n\n          (b)  At any time and from time to time prior to such termination of \nthe Security Interests, the Collateral Agent may release all or any part of \nthe Collateral in accordance with the Credit Agreement, whereupon the \nSecurity Interests in such released Collateral shall terminate and the rights \nto such released Collateral shall revert to the Pledgor.\n\n          (c)  Upon any such termination of the Security Interest or release \nof Collateral, the Collateral Agent will, at the expense of the Pledgor, \nexecute and deliver to the Pledgor such documents as the Pledgor shall \nreasonably request to evidence the termination of the Security Interests or \nthe release of such Collateral, as the case may be.\n\n          SECTION 15.  NOTICES.  All notices, requests and other \ncommunications to any party hereunder shall be given in accordance with \nSection 9.01 of the Credit Agreement.\n\n          SECTION 16.  WAIVERS, NON-EXCLUSIVE REMEDIES. No failure on the \npart of the Collateral Agent to exercise, and no delay in exercising and no \ncourse of dealing with respect to, any right under this Pledge Agreement \nshall operate as a waiver thereof, nor shall any single or partial exercise \nby the Collateral Agent of any right under the Credit Agreement or this \nPledge Agreement preclude any other or further exercise thereof or the \nexercise of any other right.  The rights in this Pledge Agreement and the \nCredit Agreement are cumulative and are not exclusive of any other remedies \nprovided by law.\n\n          SECTION 17.  SUCCESSORS AND ASSIGNS. This Pledge Agreement is for \nthe benefit of the Collateral Agent and the other Secured Parties and their \nsuccessors and assigns, and in the event of an assignment of all or any of \nthe Secured Obligations, the rights hereunder, to the extent applicable to \nthe indebtedness so assigned, may be transferred with such indebtedness.  \nThis Pledge Agreement shall be binding on the Pledgor and its assigns and the \nrights of the Pledgor hereunder shall inure to the benefit of the Pledgor's \npermitted assigns.\n\n          SECTION 18.  CHANGES IN WRITING.  Neither this Pledge Agreement nor \nany provision hereof may be changed, waived, discharged or terminated orally, \nbut only in writing signed by Pledgor and the Collateral Agent with the \nconsent of the Required Lenders (or in the case of Section 14, all of the \nLenders).\n\n                                       8\n\n\n          SECTION 19.  ATTACHMENT.  The Security Interests are intended to \nattach and take effect forthwith upon the execution of this Pledge Agreement \nand Pledgor acknowledges that value has been given and that the Pledgor has \nrights in the Collateral.  With respect to any Collateral which is in \naddition to, or which is a renewal, replacement or substitution for any of \nthe Collateral (as constituted on the date hereto) the Security Interests \ncreated hereby are intended to attach and take effect at the time of such \naddition, renewal, replacement or substitution, and the Pledgor represents \nand warrants that it shall have rights in such Collateral at the time of such \naddition, renewal, replacement or substitution, as the case may be.\n\n          SECTION 20.  GOVERNING LAW.  THIS PLEDGE AGREEMENT SHALL BE \nGOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW \nYORK.\n\n          SECTION 21.  SEVERABILITY.  If any provision hereof is invalid or \nunenforceable in any jurisdiction, then, to the fullest extent permitted by \nlaw, (i) the other provisions hereof shall remain in full force and effect in \nsuch jurisdiction in order to carry out the intentions of the parties hereto \nas nearly as may be possible; and (ii) the invalidity or unenforceability of \nany provision hereof in any jurisdiction shall not affect the validity or \nenforceability of such provision in any other jurisdiction.\n\n          SECTION 22.  COUNTERPARTS.  This Pledge Agreement may be executed \nin any number of counterparts, all of which taken together shall constitute \none and the same instrument and any of the parties hereto may execute this \nPledge Agreement by signing any such counterpart.\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n                                       9\n\n\n          IN WITNESS WHEREOF, the parties hereto have caused this Pledge \nAgreement (Parent) to be duly executed by their respective authorized \nofficers as of the day and year first above written.\n\n\n                                   JATO COMMUNICATIONS CORP.\n\n                                    By: \n                                       ---------------------------------\n                                       Name:\n                                       Title:\n\n                                   STATE STREET BANK AND TRUST COMPANY, as\n                                   Collateral Agent\n\n                                    By: \n                                       ---------------------------------\n                                       Title:\n\n\n\n                                  EXHIBIT A\n                                          \n                              INTERCOMPANY NOTES\n                                          \nNone\n\n\n\n\n                                                                       EXHIBIT G\n\n\n\n               [On Southwestern Bell Telephone Company letterhead]\n\nSTATE STREET BANK AND TRUST COMPANY,\n   as Collateral Agent (the \"Collateral Agent\"),\nLUCENT TECHNOLOGIES INC.,\n   as Administrative Agent (the \"Administrative Agent\"), and\n   The Lenders (the \"Lenders\")\n   Under that certain Credit Agreement\n   Among the Collateral Agent, the Administrative Agent,\n   The Lenders, Jato Communications Corp. and Jato Operating Corp.:\n\n\n                           SOUTHWESTERN BELL TELEPHONE COMPANY (\"SWBT\") is the\n                           owner and landlord of certain real property and the\n                           improvements thereon (the \"Premises\"), including\n                           SWBT's Central Offices, within its seven-state\n                           region. Pursuant to that certain Interconnection\n                           Agreement between SWBT and JATO Communications Corp.\n                           (together with its subsidiary, JATO Operating Corp.,\n                           and its other subsidiaries, \"JATO\") made as of\n                           _______________ (\"Interconnection Agreement\"),\n                           related SWBT tariffs and applicable law, JATO has the\n                           right to place certain of its own personal property\n                           or equipment (collectively, \"Equipment\") on some or\n                           all of the Premises from time to time. Equipment thus\n                           placed by JATO on the Premises from time to time is\n                           deemed, as between SWBT and JATO, to be the personal\n                           property of JATO even though it may be placed on or\n                           affixed to the Premises.\n\n                           SWBT represents and warrants that it does not now\n                           assert, claim or possess, and SWBT agrees that it\n                           shall not hereafter assert, claim or possess, any\n                           right, title or interest in, to and under any\n                           Equipment placed or to be placed by JATO on the\n                           Premises under the Interconnection Agreement and\n                           related SWBT tariffs. SWBT will not oppose, subject\n                           to the procedures set forth herein, any reasonable\n                           attempt by the Collateral Agent or any Lender, or any\n                           successor in interest or assignee or agent of any\n                           such person (the \"Secured Parties\"), to exercise any\n                           legal right any Secured Party may have with respect\n                           to the Equipment, including, without limitation, to\n                           take possession and dispose of the Equipment. In the\n                           event that a Secured Party has cause to exercise any\n                           of its legal rights in the Equipment and intends to\n                           reclaim possession of all or part of the Equipment,\n                           then upon 30 business days prior written \n\n\n\n                           notice to SWBT, or other mutually agreed period in \n                           unusual circumstances, SWBT will remove, at JATO's \n                           expense, any specified Equipment from its Central \n                           Offices or other Premises and will make such \n                           Equipment available to a Secured Party from a safe \n                           and secure storage location where possession of the \n                           Equipment may be transferred from SWBT to the \n                           Secured Party.\n\n                           Without limiting the foregoing, any right or interest\n                           in the Equipment which SWBT now has or may hereafter\n                           acquire because of the location or installation of\n                           the Equipment on the Premises or otherwise\n                           (including, without limitation, any claim by SWBT or\n                           any party holding a lien on, or security interest in,\n                           the Premises that claims a lien on, or security\n                           interest in, the Equipment as a fixture attached to\n                           the Premises) is hereby made subject, subordinate and\n                           inferior to the right, title and interest of Secured\n                           Parties in and to the Equipment, whether such right,\n                           title and interest is now existing or hereafter\n                           created. This letter shall not prohibit SWBT from\n                           bringing any legal actions against JATO for\n                           non-payment of charges otherwise due; provided that\n                           no legal action shall be taken that results in the\n                           creation of any lien on, or security interest in, or\n                           would otherwise interfere with the rights of JATO or\n                           any Secured Party in, any Equipment now or hereafter\n                           placed by JATO on the Premises under the\n                           Interconnection Agreement and related SWBT tariffs.\n\n                           This letter is furnished by SWBT solely at JATO's\n                           request and to facilitate the efforts of JATO to\n                           finance the purchase of equipment that JATO proposes\n                           to place on the Premises pursuant to JATO's rights\n                           under the Interconnection Agreement, related SWBT\n                           tariffs and applicable law, and this letter is not\n                           intended to alter, and shall not have the effect of\n                           altering, the rights and obligations of either JATO\n                           or SWBT under their existing contractual and other\n                           arrangements.\n\n                           Sincerely,\n\n\n                           ----------------------------------------------------\n                           By SOUTHWESTERN BELL, TELEPHONE COMPANY On Behalf of\n                           Itself, its Successors and Assigns [name, title and\n                           date]\n\n\n\n\n                                                                       EXHIBIT H\n                                       \n                    [FORM OF SECURITY AGREEMENT (PARENT)]\n                                       \n                         SECURITY AGREEMENT (PARENT)\n\n       This SECURITY AGREEMENT (PARENT), dated as of July 14, 1999, is made \nbetween JATO COMMUNICATIONS CORP., a Delaware corporation (with its \nsuccessors, the \"Company\"), and STATE STREET BANK AND TRUST COMPANY, as \nCollateral Agent for the Administrative Agent and the Lenders (each term as \ndefined below) (with its successors in such capacity, the \"Collateral Agent\").\n                                          \n                             W I T N E S S E T H:\n\n       WHEREAS, the Company, Jato Operating Corp. (the \"Borrower\"), certain \nlenders (the \"Lenders\"), the Collateral Agent, and Lucent Technologies Inc., \nas administrative agent (the \"Administrative Agent\"), are parties to a Credit \nAgreement, dated as of July 14, 1999 (as the same may be amended, restated or \nsupplemented and in effect from time to time, the \"Credit Agreement\"), \nproviding, subject to the terms and conditions thereof, for extensions of \ncredit to be made by the Lenders to the Borrower;\n\n       WHEREAS, in order to induce the Lenders and the Administrative Agent \nto enter into the Credit Agreement, the Company has agreed to grant a \ncontinuing security interest in and to the Collateral (as defined below) to \nsecure the Borrower's and its obligations under the Loan Documents (as \ndefined below), including, without limitation, the Borrower's and its \nobligations under the Credit Agreement; and\n\n       WHEREAS, the Lenders have appointed the Collateral Agent to act as \ntheir collateral agent in connection with the foregoing transactions;\n\n       NOW, THEREFORE, in consideration of the premises and other good and \nvaluable consideration, the receipt and sufficiency of which are hereby \nacknowledged, the parties hereto agree as follows:\n\n       SECTION 1.    DEFINITIONS.  Terms defined in the Credit Agreement and \nnot otherwise defined herein have, as used herein, the respective meanings \nprovided for therein.  The following additional terms, as used herein, have \nthe following respective meanings:\n\n       \"ACCOUNTS\" means all \"ACCOUNTS\" (as defined in the UCC) now owned or \nhereafter acquired by the Company and shall also mean and include all \naccounts receivable, contract rights, book debts, notes, drafts and other \nobligations or indebtedness owing to the Company arising from the sale, lease \nor exchange of goods or other property by it or the performance of services \nby it or both (including, without limitation, any such obligation which might \nbe characterized as an account, contract right or general intangible under \nthe Uniform Commercial \n\n\n\nCode in effect in any jurisdiction) and all of the Company's rights in, to \nand under all purchase orders for goods, services or other property, and all \nof the Company's rights to any goods, services or other property represented \nby any of the foregoing (including returned or repossessed goods and unpaid \nsellers' rights of rescission, replevin, reclamation and rights to stoppage \nin transit) and all monies due to or to become due to the Company under all \ncontracts for the sale, lease or exchange of goods or other property or the \nperformance of services by it or both (whether or not yet earned by \nperformance on the part of the Company), in each case whether now in \nexistence or hereafter arising or acquired including, without limitation, the \nright to receive the proceeds of said purchase orders and contracts and all \ncollateral security and guarantees of any kind given by any Person with \nrespect to any of the foregoing.\n\n       \"BORROWER-RELATED COLLATERAL\" means all Accounts, General Intangibles \nand Instruments representing obligations of the Borrower to the Company or \nother rights of the Company in respect of the Borrower, all books and records \nof the Company pertaining to any such Accounts, General Intangibles and \nInstruments and all Proceeds of or substitutions for any such Accounts, \nGeneral Intangibles and Instruments.\n\n       \"COLLATERAL\" has the meaning set forth in Section 3(a).\n\n       \"COLLATERAL ACCOUNT\" has the meaning set forth in Section 5(a).\n\n       \"COPYRIGHT LICENSE\" means any agreement now or hereafter in existence \ngranting to the Company, or pursuant to which the Company has granted to any \nother Person, any right to use, copy, reproduce, distribute, prepare \nderivative works, display or publish any records or other materials on which \na Copyright is in existence or may come into existence.\n\n       \"COPYRIGHT SECURITY AGREEMENT\" means a Copyright Security Agreement \nexecuted and delivered by the Company in favor of the Collateral Agent, for \nthe benefit of the Secured Parties, substantially in the form of Exhibit D \nhereto, as the same may be amended from time to time.\n\n       \"COPYRIGHTS\" means all the following: (i) all copyrights under the \nlaws of the United States or any other country (whether or not the underlying \nworks of authorship have been published), all registrations and recordings \nthereof, all intellectual property rights to works of authorship (whether or \nnot published), and all applications for copyrights under the laws of the \nUnited States or any other country, including, without limitation, \nregistrations, recordings and applications in the United States Copyright \nOffice or in any similar office or agency of the United States, any State \nthereof or any other country or any political subdivision thereof, (ii) all \nreissues, renewals and extensions thereof, (iii) all claims for, and rights \nto sue for, past or future infringements of any of the foregoing, and (iv) \nall income, royalties, damages and payments now or hereafter due or payable \nwith respect to any of the foregoing, including, without limitation, damages \nand payments for past or future infringements thereof.\n\n       \"DEPOSIT ACCOUNTS\" shall mean all deposit accounts (as defined in the \nUCC) of the Company including, without limitation, any demand, time, savings, \npassbook or like account maintained by the Company with any bank, savings and \nloan association, credit union or like organization, and all money, cash and \ncash equivalents of the Company, whether or not \n\n                                       2\n\n\ndeposited in any such deposit account, and all certificates and instruments, \nif any, from time to time representing, evidencing or deposited into such \naccounts.\n\n       \"DOCUMENTS\" means all \"DOCUMENTS\" (as defined in the UCC) or other \nreceipts covering, evidencing or representing goods, now owned or hereafter \nacquired, by the Company.\n\n       \"EQUIPMENT\" means all \"EQUIPMENT\" (as defined in the UCC) now owned or \nhereafter acquired by the Company, including, without limitation, all motor \nvehicles, trucks, and trailers other than equipment acquired in connection \nwith Indebtedness of the type permitted under Section 6.01(viii) of the \nCredit Agreement.\n\n       \"EXCLUDED CONTRACTS\" shall mean one or more contracts which by their \nterms would be breached by the grant of the security interests created \ntherein pursuant to the terms of this Agreement or with respect to which the \ngranting of a security interest is prohibited under applicable law (it being \nunderstood and agreed, however, that notwithstanding the foregoing, all \nrights to payment for money due or to become due pursuant to any Excluded \nContract shall be subject to the security interests created pursuant to this \nAgreement).\n\n       \"GENERAL INTANGIBLES\" means all \"GENERAL INTANGIBLES\" (as defined in \nthe UCC) now owned or hereafter acquired by the Company, including, without \nlimitation, (i) all obligations or indebtedness owing to the Company (other \nthan Accounts) from whatever source arising, (ii) all Copyright Licenses, \nCopyrights, Patent Licenses, Patents, Trademark Licenses, Trademarks, rights \nin intellectual property, goodwill, trade names, service marks, trade \nsecrets, permits and licenses, (iii) all rights or claims in respect of \nrefunds for taxes paid and (iv) all rights in respect of any pension plan or \nsimilar arrangement maintained for employees of any member of the Loan \nParties other than general intangibles acquired in connection with \nIndebtedness of the type permitted under Section 6.01(viii) of the Credit \nAgreement.\n\n       \"INSTRUMENTS\" means all \"INSTRUMENTS\", \"CHATTEL PAPER\" or \"LETTERS OF \nCREDIT\" (each as defined in the UCC) evidencing, representing, arising from \nor existing in respect of, relating to, securing or otherwise supporting the \npayment of, any of the Accounts, including (but not limited to) promissory \nnotes, drafts, bills of exchange and trade acceptances, now owned or \nhereafter acquired by the Company, but Instruments shall exclude Instruments \nrepresenting Indebtedness owing to the Company by any of its subsidiaries \nother than the Borrower or to the extent pledged pursuant to the Pledge \nAgreement (Parent).\n\n       \"INVENTORY\" means all \"INVENTORY\" (as defined in the UCC), now owned \nor hereafter acquired by the Company, wherever located, and shall also mean \nand include, without limitation, all raw materials and other materials and \nsupplies, work-in-process and finished goods and any products made or \nprocessed therefrom and all substances, if any, commingled therewith or added \nthereto other than inventory acquired in connection with Indebtedness of the \ntype permitted under Section 6.01(viii) of the Credit Agreement.\n\n       \"INVESTMENT PROPERTY\" shall mean and include all of the Company's \ninvestment property (as defined in the UCC) and all of the Company's other \nsecurities (whether certificated or uncertificated), security entitlements, \nfinancial assets, securities accounts, commodity contracts, and commodity \naccounts (as each such term is defined in the UCC), including all \nsubstitutions \n\n                                       3\n\n\nand additions thereto, all dividends, distributions and sums distributable or \npayable from, upon, or in respect of such property, and all rights and \nprivileges incident to such property, but Investment Property shall exclude \nthe Company's interest in its subsidiaries other than the Borrower or to the \nextent pledged pursuant to the Pledge Agreement (Parent).\n\n       \"LIQUID INVESTMENTS\" means an investment meeting the criteria set \nforth in Section 5(e).\n\n       \"LICENSES\" means any license, approval or other authorization issued \nby the Federal Communications Commission or any state public utility \ncommission or any other Governmental Authority having jurisdiction over the \ntelecommunications business.\n\n       \"LOCKBOX ACCOUNT\" means a \"Lockbox Account\" established under a \nLockbox Agreement.\n\n       \"LOCKBOX AGREEMENT\" means a Lockbox Agreement among the Company, the \nCollateral Agent and a Lockbox Bank substantially in the form of Exhibit F \nhereto or otherwise in form and substance reasonably satisfactory to the \nCollateral Agent.\n\n       \"LOCKBOX BANK\" means a \"money center\" commercial bank selected by the \nCompany and satisfactory to the Collateral Agent, and each such other bank as \nmay from time to time enter into a Lockbox Agreement.\n\n       \"PARTIAL TERMINATION DATE\" means the date on or prior to which (i) the \nCompany shall have assigned or transferred to the  Borrower all of the \nCompany's right, title and interest in the Licenses described on Schedule \n3.05 to the Credit Agreement, in all interconnection agreements approved \npursuant to or related to such Licenses, all Accounts created through the \nconduct by the Company of its business pursuant to such Licenses and all of \nthe Company's other assets, properties and rights related to the past or \nfuture conduct of the business contemplated to be conducted by the licensee \npursuant to such Licenses and (ii) the chief executive officer of the Company \nshall have delivered a certificate to the Collateral Agent to the effect that \nall necessary approvals of Governmental Authorities of such assignments and \ntransfers have been obtained and all such assignments and transfers have been \neffected.\n\n       \"PATENT LICENSE\" means any agreement now or hereafter in existence \ngranting to the Company, or pursuant to which the Company has granted to any \nother Person, any right with respect to any Patent or any invention now or \nhereafter in existence, whether patentable or not, whether a patent or \napplication for patent is in existence on such invention or not, and whether \na patent or application for patent on such invention may come into existence, \nincluding, without limitation, the agreements identified in Schedule I to \nExhibit B hereto.\n\n       \"PATENTS\" means all the following: (i) all letters patent and design \nletters patent of the United States or any other country and all applications \nfor letters patent and design letters patent of the United States or any \nother country, including, without limitation, applications in the United \nStates Patent and Trademark Office or in any similar office or agency of the \nUnited States, any State thereof or any other country or any political \nsubdivision thereof, including, without limitation, those described in \nSchedule I to Exhibit B hereto, (ii) all reissues, divisions, continuations, \ncontinuations-in-part, renewals and extensions thereof, (iii) all claims for, \nand rights to sue for, past or future infringements of any of the foregoing \nand (iv) all income, \n\n                                       4\n\n\nroyalties, damages and payments now or hereafter due or payable with respect \nto any of the foregoing, including, without limitation, damages and payments \nfor past or future infringements thereof.\n\n       \"PATENT SECURITY AGREEMENT\" means a Patent Security Agreement executed \nand delivered by the Company in favor of the Collateral Agent, for the \nbenefit of the Secured Parties, substantially in the form of Exhibit B \nhereto, as the same may be amended from time to time.\n\n       \"PERFECTION CERTIFICATE\" means a certificate substantially in the form \nof Exhibit A hereto, completed and supplemented with the schedules and \nattachments contemplated thereby to the satisfaction of the Collateral Agent, \nand duly executed by any authorized officer of the Company.\n\n       \"PERMITTED LIENS\" means the Security Interests and the other Liens on \nthe Collateral of the type permitted to be created, assumed or exist pursuant \nto Section 6.02 of the Credit Agreement.\n\n       \"PROCEEDS\" means all proceeds of, and all other profits, products, \nrentals or receipts, in whatever form, arising from the collection, sale, \nlease, exchange, assignment, licensing or other disposition of, or other \nrealization upon, collateral, including, without limitation, all claims of \nthe Company against third parties for loss of, damage to or destruction of, \nor for proceeds payable under, or unearned premiums with respect to, policies \nof insurance in respect of, any collateral, and any condemnation or \nrequisition payments with respect to any collateral, in each case whether now \nexisting or hereafter arising.\n\n       \"SECURED OBLIGATIONS\" means the obligations secured under this \nAgreement, including (a) all principal of and interest (including, without \nlimitation, any interest which accrues after the commencement of any case, \nproceeding or other action relating to the bankruptcy, insolvency or \nreorganization of the Company, whether or not allowed or allowable as a claim \nin any such case, proceeding or other action) on any Loan to the Borrower \nunder the Credit Agreement; (b) all other amounts payable by the Company or \nthe Borrower hereunder or under any other Loan Document; and (c) any renewals \nor extensions of any of the foregoing.\n\n       \"SECURED PARTIES\" means (i) the Lenders, (ii) the Administrative Agent \nand (iii) the Collateral Agent.\n\n       \"SECURITY INTERESTS\" means the security interests granted pursuant to \nSection 3, as well as all other security interests created or assigned as \nadditional security for the Secured Obligations pursuant to the provisions of \nthis Agreement.\n\n       \"TRADEMARK LICENSE\" means any agreement now or hereafter in existence \ngranting to the Company, or pursuant to which the Company has granted to any \nother Person, any right to use any Trademark, including, without limitation, \nthe agreements identified on Schedule I to Exhibit C hereto.\n\n       \"TRADEMARKS\" means all of the following: (i) all trademarks, trade \nnames, corporate names, company names, business names, fictitious business \nnames, trade styles, service marks, logos, brand names, trade dress, prints \nand labels on which any of the foregoing have appeared \n\n                                       5\n\n\nor appear, package and other designs, and any other source or business \nidentifiers, and general intangibles of like nature, and the rights in any of \nthe foregoing which arise under applicable law, (ii) the goodwill of the \nbusiness symbolized thereby or associated with each of them, (iii) all \nregistrations and applications in connection therewith, including, without \nlimitation, registrations and applications in the United States Patent and \nTrademark Office or in any similar office or agency of the United States, any \nState thereof or any other country or any political subdivision thereof, (iv) \nall reissues, extensions and renewals thereof, (v) all claims for, and rights \nto sue for, past or future infringements of any of the foregoing and (vi) all \nincome, royalties, damages and payments now or hereafter due or payable with \nrespect to any of the foregoing, including, without limitation, damages and \npayments for past or future infringements thereof.'\n\n       \"TRADEMARK SECURITY AGREEMENT\" means a Trademark Security Agreement \nexecuted and delivered by the Company in favor of the Collateral Agent, for \nthe benefit of the Secured Parties, substantially in the form of Exhibit C \nhereto, as the same may be amended from time to time.\n\n       \"UCC\" means the Uniform Commercial Code as in effect on the date \nhereof in the State of New York; PROVIDED that if by reason of mandatory \nprovisions of law, the perfection or the effect of perfection or \nnon-perfection of the Security Interest in any Collateral is governed by the \nUniform Commercial Code as in effect in a jurisdiction other than New York, \n\"UCC\" means the Uniform Commercial Code as in effect in such other \njurisdiction for purposes of the provisions hereof relating to such \nperfection or effect of perfection or non-perfection.\n\n       SECTION 2.    REPRESENTATIONS AND WARRANTIES.  The Company represents \nand warrants as follows:\n\n              (a)    The Company has good and marketable title to all of the \nCollateral, free and clear of any Liens other than the Permitted Liens.  All \nactions have been taken that are necessary under the UCC to perfect its \ninterest in any Accounts in which it has an interest, as against its \nassignors and creditors of its assignors.\n\n              (b)    The Company has not performed any acts which might \nprevent the Collateral Agent from enforcing any of the terms of this \nAgreement or which would limit the Collateral Agent in any such enforcement.  \nOther than financing statements or other similar or equivalent documents or \ninstruments with respect to the Security Interests and Permitted Liens, no \nfinancing statement, mortgage, security agreement or similar or equivalent \ndocument or instrument covering all or any part of the Collateral is on file \nor of record in any jurisdiction in which such filing or recording would be \neffective to perfect a Lien on such Collateral.  No Collateral is in the \npossession of any Person (other than the Company) asserting any claim thereto \nor security interest therein, except that the Collateral Agent or its \ndesignee may have possession of Collateral as contemplated hereby.\n\n              (c)    Not later than the date of the first borrowing under the \nCredit Agreement, the Company shall deliver the Perfection Certificate to the \nCollateral Agent.  The information set forth therein shall be correct and \ncomplete.  Not later than 60 days following the date of the first Borrowing, \nthe Company shall furnish to the Collateral Agent file search reports from \neach filing office set forth in Schedule 7 to the Perfection Certificate or \nother evidence satisfactory to the \n\n                                       6\n\n\nCollateral Agent, acting on behalf of the Required Lenders confirming the \nfiling information set forth in such Schedule.\n\n              (d)    The Security Interests constitute valid security \ninterests under the UCC securing the Secured Obligations to the extent that a \nsecurity interest may be created in the Collateral under the UCC.  When the \nPatent Security Agreement and the Trademark Security Agreement have been \nfiled with the United States Patent and Trademark Office, the Security \nInterests shall constitute perfected security interests in all right, title \nand interest of the Company in Patents or Trademarks, prior to all other \nLiens and rights of others therein except for Permitted Liens, to the extent \nthat a perfected security interest may be created in such Collateral under \nthe U.S. Patent Act or the Lanham Act.  When the Copyright Security Agreement \nhas been filed with the United States Copyright Office, the Security \nInterests shall constitute perfected security interests in all right, title \nand interest of the Company in Copyrights, prior to all other Liens and \nrights of others therein except for the Permitted Liens to the extent a \nperfected security interest may be created in such Collateral under the U.S. \nCopyright Act..\n\n              (e)    Other than those listed on Schedule I to the Copyright \nSecurity Agreement, Schedule I to the Trademark Security Agreement, and \nSchedule I to the Patent Security Agreement delivered on the date hereof (as \nthe same may be modified from time to time), the Company has no Copyright \nLicenses, Copyrights, Patent Licenses, Patents, Trademark Licenses or \nTrademarks.\n\n       SECTION 3.    THE SECURITY INTERESTS.  (a)   In order to secure the \nfull and punctual payment of the Secured Obligations in accordance with the \nterms thereof, and to secure the performance of all of the obligations of the \nCompany hereunder and under the other Loan Documents, the Company hereby \npledges, hypothecates, assigns by way of security, transfers and grants to \nthe Collateral Agent for the ratable benefit of the Secured Parties a \ncontinuing security interest in and to all right, title and interest of the \nCompany in and to the following property, whether now owned or existing or \nhereafter acquired or arising and regardless of where located (all being \ncollectively referred to as the \"Collateral\"):\n\n                     (i)    Accounts;\n\n                     (ii)   Inventory;\n\n                     (iii)  General Intangibles;\n\n                     (iv)   Documents;\n\n                     (v)    Instruments;\n\n                     (vi)   Equipment;\n\n                     (vii)  Investment Property;\n\n                     (viii) Deposit Accounts;\n\n                                       7\n\n\n                     (ix)   The Collateral Account, all cash deposited \ntherein from time to time, the Liquid Investments made pursuant to Section \n5(e) and other monies and property of any kind of the Company in the \npossession or under the control of the Collateral Agent;\n\n                     (x)    All books and records (including, without \nlimitation, customer lists, marketing information, credit files, price lists, \noperating records, vendor and supplier price lists, sales literature, \ncomputer programs, printouts and other computer materials and records) of the \nCompany pertaining to any of the Collateral;\n\n                     (xi)   All Proceeds of, attachments or accessions to, or \nsubstitutions for, all or any of the Collateral described in clauses (i) \nthrough (x) hereof;\n\nPROVIDED, HOWEVER, the Collateral shall not include any Excluded Contracts.\n\n              (b)    The Security Interests are granted as security only and \nshall not subject the Collateral Agent or any other Secured Party to, or \ntransfer or in any way affect or modify, any obligation or liability of the \nCompany with respect to any of the Collateral or any transaction in \nconnection therewith.\n\n              (c)    Notwithstanding anything herein or in the other Loan \nDocuments to the contrary, to the extent this Agreement or any other Security \nDocument purports to grant to the Collateral Agent a Lien in any License held \ndirectly or indirectly by the Company, the Borrower or any of the Borrower's \nsubsidiaries, now owned or hereafter acquired, the Collateral Agent shall \nonly have a Lien in such Licenses at such times and to the extent that a Lien \nin such Licenses is permitted under applicable law; PROVIDED, that any such \nLien shall to the extent permitted by applicable law be deemed effective as \nof the later of (i) the Effective Date or (ii) the date on which the Company \nwas assigned, or acquired control over, the applicable License.\n\n       SECTION 4.    FURTHER ASSURANCES; COVENANTS.  (a)(i)  The Company will \nnot establish or change (A) the location of its chief executive office or its \nchief place of business or (B) except for sales in the ordinary course of \nbusiness, the locations where it keeps or holds any Collateral or records \nrelating thereto from the applicable location described in the Perfection \nCertificate unless it shall have given the Collateral Agent notice thereof \nand an opinion of counsel with respect thereto in accordance with Section \n4(k).  The Company shall not in any event change the location of any \nCollateral if such change would cause the Security Interests in such \nCollateral to lapse or cease to be perfected.\n\n                     (ii)   The Company will not change its name, identity or \ncorporate structure (except as expressly permitted in the Credit Agreement) \nin any manner unless it shall have given the Collateral Agent prior notice \nthereof and delivered an opinion of counsel with respect thereto in \naccordance with Section 4(k).\n\n              (b)    The Company will, from time to time, at its expense, \nexecute, deliver, file and record any statement, assignment, instrument, \ndocument, agreement or other paper and take any other action (including, \nwithout limitation, any filings with the United States Patent and Trademark \nOffice (including without limitation, a Patent Security Agreement and a \nTrademark Security Agreement), any filings with the United States Copyright \nOffice (including without limitation a Copyright Security Agreement), any \nfilings of financing or continuation statements \n\n                                       8\n\n\nunder the UCC and any filings in, or agreements governed by the laws of, any \nforeign jurisdictions) that from time to time may be necessary or desirable, \nor that the Collateral Agent reasonably may request, in order to create, \npreserve, upgrade in rank (to the extent required hereby), perfect, confirm \nor validate the Security Interests or to enable the Collateral Agent and the \nother Secured Parties to obtain the full benefits of this Agreement, or to \nenable the Collateral Agent to exercise and enforce, or facilitate the \nexercise and enforcement of, any of its rights, powers and remedies hereunder \nwith respect to any of the Collateral.  To the extent permitted by law, the \nCompany hereby authorizes the Collateral Agent to execute and file financing \nstatements or continuation statements without the Company's signature \nappearing thereon.  The Company agrees that a carbon, photographic or other \nreproduction of this Agreement or of a financing statement is sufficient as a \nfinancing statement.  The Company shall pay the costs of, or incidental to, \nany recording or filing of any financing or continuation statements \nconcerning the Collateral.\n\n              (c)    If any Collateral is at any time in the possession or \ncontrol of any warehouseman, bailee or any of the Company's agents or \nprocessors, the Company shall, upon the request of the Collateral Agent \nacting on the instructions of the Required Lenders, notify such warehouseman, \nbailee, agent or processor of the Security Interests created hereby and \ninstruct such Person to hold all such Collateral for the Collateral Agent's \naccount subject to the Collateral Agent's instructions.\n\n              (d)    The Company shall keep full and accurate books and \nrecords relating to the Collateral, and stamp or otherwise mark such books \nand records in such manner as the Required Lenders may reasonably request in \norder to reflect the Security Interests.  The Company shall provide the \nCollateral Agent with reasonable access to such books and records during \nnormal business hours in accordance with Section 5.08 of the Credit Agreement.\n\n              (e)    The Company will immediately deliver and pledge each \nInstrument constituting Collateral to the Collateral Agent (other than checks \nand drafts constituting payments in respect of Accounts, as to which the \nprovisions of Section 5(b) shall apply), in each case appropriately endorsed \nto the Collateral Agent; PROVIDED that so long as no Event of Default (as \ndefined under the Credit Agreement) shall have occurred and be continuing, \nthe Company may retain any Instruments (i) that in the aggregate have a \nprincipal or face amount of $1,000 or less or (ii) in which a security \ninterest has been and continues to be effectively created and perfected in \nfavor of the Collateral Agent under the other Security Documents, and the \nCollateral Agent shall, promptly upon request of the Company, make \nappropriate arrangements for making any Instrument pledged by the Company and \ndelivered to the Collateral Agent available to it for purposes of \npresentation, collection or renewal (any such arrangement to be effected, to \nthe extent deemed appropriate to the Collateral Agent, against trust receipt \nor like document).  Until the Partial Termination Date, all certificates or \ninstruments representing or evidencing Investment Property (other than \nInvestment Property held by a securities intermediary, a commodities \nintermediary or another financial intermediary) shall be delivered to and \nheld by or on behalf of the Collateral Agent, for the ratable benefit of the \nSecured Parties, pursuant hereto and shall be in suitable form for transfer \nby delivery, duly endorsed and shall be accompanied by undated duly executed \ninstruments of transfer or assignment in blank, with signatures appropriately \nguaranteed, and accompanied in each case by any required transfer tax stamps, \nall in form and substance satisfactory to the Collateral Agent. Until the \nPartial Termination Date, \n\n                                       9\n\n\nwith respect to any Investment Property held by a securities intermediary, \ncommodity intermediary or other financial intermediary of any kind, the \nCompany shall execute and deliver, and shall cause any such intermediary to \nexecute and deliver, a securities control agreement (\"Securities Control \nAgreement\") among the Company, the Collateral Agent, and such intermediary \nsubstantially in the form of Exhibit G which provides, among other things, \nfor the intermediary's agreement that it will comply wth such entitlement \norders, and apply any value distributed on account of any Investment Property \nmaintained in an account with such intermediary, as directed by the \nCollateral Agent without further consent by the Company. Until the Partial \nTermination Date, the Collateral Agent shall have the right, at any time in \nits discretion and without notice to the Company after the occurrence and \nduring the continuance of an Event of Default, to cause any or all of the \nInvestment Property to be transferred of record into the name of the \nCollateral Agent or its nominee.\n\n              (f)    The Company shall use its best efforts to cause to be \ncollected from its account debtors, as and when due, any and all amounts \nowing under or on account of each Account constituting Collateral (including, \nwithout limitation, Accounts which are delinquent, such Accounts to be \ncollected in accordance with lawful collection procedures) and to apply \nforthwith upon receipt thereof all such amounts as are so collected to the \noutstanding balance of such Account.  Unless an Event of Default (as defined \nunder the Credit Agreement) has occurred and is continuing and the Collateral \nAgent is exercising its rights hereunder to collect Accounts, the Company may \nallow in the ordinary course of business as adjustments to amounts owing \nunder its Accounts constituting Collateral (i) an extension or renewal of the \ntime or times of payment, or settlement for less than the total unpaid \nbalance, which the Company finds appropriate in accordance with sound \nbusiness judgment and (ii) a refund or credit due as a result of returned or \ndamaged merchandise or deficient service, all in accordance with the \nCompany's ordinary course of business consistent with its historical \ncollection practices.  The costs and expenses (including, without limitation, \nreasonable attorney's fees) of collection, whether incurred by the Company or \nthe Collateral Agent, shall be borne by the Company.\n\n              (g)    Upon the occurrence and during the continuance of any \nEvent of Default under the Credit Agreement, upon the request of the Required \nLenders acting through the Collateral Agent, the Company will promptly notify \n(and the Company hereby authorizes the Collateral Agent so to notify) each \naccount debtor in respect of any Account or Instrument constituting \nCollateral that such Collateral has been assigned to the Collateral Agent \nhereunder, and that any payments due or to become due in respect of such \nCollateral are to be made directly to the Collateral Agent or its designee.\n\n              (h)    Until the Partial Termination Date, the Company shall, \n(i) as soon as practicable after the date hereof, in the case of Equipment \nnow owned constituting goods in which a security interest is perfected by a \nnotation on the certificate of title or similar evidence of the ownership of \nsuch goods (unless such security interest may otherwise be perfected and is \nso perfected), and (ii) within 10 days of acquiring any other similar \nEquipment, in each case, (a) having a value in excess of $25,000 or (b) \nhaving a value in excess of $10,000, if the aggregate of all such items owned \nby the Company at any time is greater than $50,000, deliver to the Collateral \nAgent any and all certificates of title, applications for title or similar \nevidence of ownership of such Equipment and shall cause the Collateral Agent \nto be named as lienholder on any such certificate of title or other evidence \nof ownership. Until the Partial Termination Date, \n\n                                       10\n\n\nthe Company shall promptly inform the Collateral Agent of any additions to or \ndeletions from such Equipment in excess of $10,000.  Until the Partial \nTermination Date, the Company shall not permit any item of Equipment to \nbecome a fixture to real estate.\n\n              (i)    The Company will, promptly upon request, provide to the \nCollateral Agent all information and evidence it may reasonably request \nconcerning the Collateral, and in particular the Accounts, to enable the \nCollateral Agent to enforce the provisions of this Agreement.\n\n              (j)    Until the Partial Termination Date:  The Company shall \nnotify the Collateral Agent immediately if it knows, or has reason to know, \nthat any application or registration relating to any Material Copyright, \nMaterial Patent or Material Trademark may become abandoned, or of any adverse \ndetermination or development (including, without limitation, the institution \nof, or any such determination or development in, any proceeding in the United \nStates Copyright Office, the United States Patent and Trademark Office, or \nany court) regarding the Company's ownership of any Material Copyright, \nMaterial Patent or Material Trademark, its right to register or patent the \nsame, or to keep and maintain the same.  For purposes of this Section 4(j), \n\"Material Patent\", \"Material Trademark\" and \"Material Copyright\" shall mean \none or more Copyrights, Patents or Trademarks, respectively, which \nindividually has a fair market value in excess of $10,000 or are individually \nor in the aggregate otherwise material to the business of the Company.  In \nthe event that any right to any Copyright, Copyright License, Patent, Patent \nLicense, Trademark or Trademark License is infringed, misappropriated or \ndiluted by a third party, the Company shall notify the Collateral Agent \npromptly after it learns thereof and shall, unless the Company shall \nreasonably determine that any such action would be of negligible economic \nvalue, promptly sue for infringement, misappropriation or dilution and to \nrecover any and all damages for such infringement, misappropriation or \ndilution, and take such other actions as the Company shall reasonably deem \nappropriate under the circumstances to protect such Copyright, Copyright \nLicense, Patent, Patent License, Trademark or Trademark License.  In no event \nshall the Company, either itself or through any agent, employee or licensee, \nfile an application for the registration of any Copyright with the United \nStates Copyright Office or any Material Patent or Material Trademark with the \nUnited States Patent and Trademark Office, or with any similar office or \nagency in any other country or any political subdivision thereof, unless not \nless than 30 days prior thereto it informs the Collateral Agent, and, upon \nrequest of the Collateral Agent, executes and delivers any and all \nagreements, instruments, documents and papers the Collateral Agent may \nrequest to evidence the Security Interests in such Copyright, Patent or \nTrademark and the goodwill and general intangibles of the Company relating \nthereto or represented thereby, and the Company hereby constitutes the \nCollateral Agent its attorney-in-fact to execute and file all such writings \nfor the foregoing purposes, all acts of such attorney being hereby ratified \nand confirmed; such power, being coupled with an interest, shall be \nirrevocable until the Secured Obligations are paid in full.\n\n              (k)    Not more than four months nor less than 10 days prior to \neach date on which the Company proposes to take any action contemplated by \nSection 4(a)(i) or (ii), the Company shall, at its cost and expense, cause to \nbe delivered to the Secured Parties an opinion of counsel satisfactory to the \nCollateral Agent (the Company's general counsel being deemed to be \nsatisfactory unless the Collateral Agent notifies the Company otherwise), to \nthe effect of Exhibit E hereto and in a form and substance reasonably \nsatisfactory to the Administrative Agent, to the \n\n                                       11\n\n\neffect that all financing statements and amendments or supplements thereto, \ncontinuation statements and other documents required to be recorded or filed \nin order to perfect and protect the Security Interests for a period, \nspecified in such opinion, continuing until a date not earlier than eighteen \nmonths from the date of such opinion, against all creditors of and purchasers \nfrom the Company have been filed in each filing office necessary for such \npurpose and that all filing fees and taxes, if any, payable in connection \nwith such filings have been paid in full (except as noted therein with \nrespect to any continuation statements to be filed within such period).\n\n       SECTION 5.    COLLATERAL ACCOUNT AND LOCKBOX ACCOUNT.  If requested by \nthe Collateral Agent at any time following the occurrence of an Event of \nDefault (whether or not such Event of Default is subsequently cured), the \nfollowing provisions of this Section shall become effective and the Company \nshall take all necessary action to give effect thereto:\n\n              (a)    The Company shall establish with the Collateral Agent or \na commercial bank designated by the Collateral Agent a cash collateral \naccount (such account, together with any additional account so established \nfor such purpose from time to time, the \"Collateral Account\") in the name and \nunder the control of the Collateral Agent into which there shall be deposited \nfrom time to time the cash proceeds of the Collateral required to be \ndelivered to the Collateral Agent pursuant to subsection (d) of this Section \n5 or any other provision of this Agreement or any other Loan Document.  Any \nincome received by the Collateral Agent with respect to the balance from time \nto time standing to the credit of the Collateral Account, including any \ninterest or capital gains on Liquid Investments, shall remain, or be \ndeposited, in the Collateral Account. All right, title and interest in and to \nthe cash amounts on deposit from time to time in the Collateral Account \ntogether with any Liquid Investments from time to time made pursuant to \nsubsection (e) of this Section shall vest in the Collateral Agent, shall \nconstitute part of the Collateral hereunder and shall not constitute payment \nof the Secured Obligations until applied thereto as hereinafter provided.\n\n              (b)    The Company shall deliver to the Collateral Agent \ncounterparts of the Lockbox Agreement executed and delivered on behalf of the \nCompany and the Lockbox Bank.  The Company shall instruct all account debtors \nand other Persons obligated in respect of all Accounts constituting \nCollateral to make all payments in respect of such Accounts directly to the \nLockbox Bank (by instructing that such payments be remitted to the Post \nOffice Box referred to in the Lockbox Agreement with the Lockbox Bank).  In \naddition to the foregoing, the Company agrees that if the proceeds of any \nCollateral hereunder (including the payments made in respect of such \nAccounts) shall be received by it, the Company shall as promptly as possible \ndeposit such proceeds into the Lockbox Account.  Until so deposited, all such \nproceeds shall be held in trust by the Company for and as the property of the \nCollateral Agent and the Secured Parties and shall not be commingled with any \nother funds or property of the Company.\n\n              (c)    The balance from time to time standing to the credit of \nthe Lockbox Account shall, except upon the occurrence and continuation of an \nEvent of Default (as defined under the Credit Agreement), be distributed to \nthe Company upon the order of the Company.  Amounts on deposit in the Lockbox \nAccount shall, except upon the occurrence and continuation of an Event of \nDefault, be invested and re-invested from time to time in Permitted \nInvestments as the Company shall determine.\n\n                                       12\n\n\n              (d)    Upon the occurrence and continuation of an Event of \nDefault (as defined under the Credit Agreement), the Collateral Agent shall, \nif so instructed by the Required Lenders, (i) deliver a Stop Transfer Notice \n(as defined in the Lockbox Agreement) to the Lockbox Bank and instruct the \nLockbox Bank to transfer to the Collateral Account all funds then and \nthereafter standing to the credit of the Lockbox Account with the Lockbox \nBank and (ii) apply or cause to be applied (subject to collection) any or all \nof the balance from time to time standing to the credit of the Collateral \nAccount and such Lockbox Account in the manner specified in Section 9.\n\n              (e)    Amounts on deposit in the Collateral Account and, during \nthe continuance of an Event of Default, the Lockbox Account shall be invested \nand re-invested from time to time in such Liquid Investments as the Company \nshall determine, which Liquid Investments shall be held in the name and be \nunder the control of the Collateral Agent, provided that, if an Event of \nDefault has occurred and is continuing, the Collateral Agent shall, if \ninstructed by the Required Lenders, liquidate any such Liquid Investments and \napply or cause to be applied the proceeds thereof to the payment of the \nSecured Obligations in the manner specified in Section 9. For this purpose, \n(i) each Liquid Investment shall mature within 30 days after it is acquired \nby the Collateral Agent and (ii) in order to provide the Collateral Agent, \nfor the benefit of the Secured Parties, with a perfected security interest \ntherein, each Liquid Investment shall be either:\n\n                     (i)    evidenced by negotiable certificates or \ninstruments, or if non-negotiable then issued in the name of the Collateral \nAgent, which (together with any appropriate instruments of transfer) are \ndelivered to, and held by, the Collateral Agent or an agent thereof (which \nshall not be the Company or any of its Affiliates) in the State of New York \nor the Commonwealth of Massachusetts; or\n\n                     (ii)   in book-entry form and issued by the United \nStates and subject to pledge under applicable state law and Treasury \nregulations and as to which (in the opinion of counsel to the Collateral \nAgent) appropriate measures shall have been taken for perfection of the \nSecurity Interests.\n\n       SECTION 6.    GENERAL AUTHORITY.  The Company hereby irrevocably \nappoints the Collateral Agent its true and lawful attorney, with full power \nof substitution, in the name of the Company, the Collateral Agent, the \nSecured Parties or otherwise, for the sole use and benefit of the Collateral \nAgent and the other Secured Parties, but at the Company's expense, to the \nextent permitted by law to exercise, at any time and from time to time while \nan Event of Default (as defined under the Credit Agreement) has occurred and \nis continuing, all or any of the following powers with respect to all or any \nof the Collateral:\n\n                     (i)    to demand, sue for, collect, receive and give\n       acquittance for any and all monies due or to become due thereon or by\n       virtue thereof,\n\n                     (ii)   to settle, compromise, compound, prosecute or defend\n       any action or proceeding with respect thereto,\n\n                                       13\n\n\n                     (iii)  to sell, transfer, assign or otherwise deal in or\n       with the same or the proceeds or avails thereof, as fully and effectually\n       as if the Collateral Agent were the absolute owner thereof, and\n\n                     (iv)   to extend the time of payment of any or all thereof\n       and to make any allowance and other adjustments with reference thereto;\n\nPROVIDED that the Collateral Agent shall give the Company not less than ten \ndays' prior written notice of the time and place of any sale or other \nintended disposition of any of the Collateral, except any Collateral which is \nperishable or threatens to decline speedily in value or is of a type \ncustomarily sold on a recognized market.  To the extent permitted by law, the \nCompany agrees that such notice constitutes \"reasonable notification\" within \nthe meaning of Section 9-504(3) of the UCC.\n\n       SECTION 7.    REMEDIES UPON EVENT OF DEFAULT.  (a)   If any Event of \nDefault under the Credit Agreement has occurred and is continuing, the \nCollateral Agent may, in accordance with the written instructions of the \nRequired Lenders, exercise on behalf of the Secured Parties all rights of a \nsecured party under the UCC (whether or not in effect in the jurisdiction \nwhere such rights are exercised) and, in addition, the Collateral Agent may, \nwithout being required to give any notice, except as herein provided or as \nmay be required by mandatory provisions of law, (i) withdraw all cash and \nLiquid Investments in the Collateral Account and apply such monies, Liquid \nInvestments and other cash, if any, then held by it as Collateral as \nspecified in Section 9 and (ii) if there shall be no such monies, Liquid \nInvestments or cash or if such monies, Liquid Investments or cash shall be \ninsufficient to pay all the Secured Obligations in full, sell the Collateral \nor any part thereof at public or private sale, for cash, upon credit or for \nfuture delivery, and at such price or prices as the Collateral Agent may deem \nsatisfactory.  The Collateral Agent or any other Secured Party may be the \npurchaser of any or all of the Collateral so sold at any public sale (or, if \nthe Collateral is of a type customarily sold in a recognized market or is of \na type which is the subject of widely distributed standard price quotations, \nat any private sale) and thereafter hold the same, absolutely, free from any \nright or claim of whatsoever kind.  The Company will execute and deliver such \ndocuments and take such other action as the Collateral Agent deems necessary \nor advisable in order that any such sale may be made in compliance with law.  \nUpon any such sale the Collateral Agent shall have the right to deliver, \nassign and transfer to the purchaser thereof the Collateral so sold.  Each \npurchaser at any such sale shall hold the Collateral so sold to it \nabsolutely, free from any claim or right of whatsoever kind, including any \nequity or right of redemption of the Company which may be waived, and the \nCompany, o the extent permitted by law, hereby specifically waives all rights \nof redemption, stay or appraisal which it has or may have under any law now \nexisting or hereafter adopted.  The notice (if any) of such sale required by \nSection 6 shall (1) in case of a public sale, state the time and place fixed \nfor such sale, and (2) in the case of a private sale, state the day after \nwhich such sale may be consummated.  Any such public sale shall be held at \nsuch time or times within ordinary business hours and at such place or places \nas the Collateral Agent may fix in the notice of such sale.  At any such sale \nthe Collateral may be sold in one lot as an entirety or in separate parcels, \nas the Collateral Agent may determine.  The Collateral Agent shall not be \nobligated to make any such sale pursuant to any such notice.  The Collateral \nAgent may, without notice or publication, adjourn any public or private sale \nor cause the same to be adjourned from time to time by announcement at the \ntime and place fixed for the sale, and such sale may be made at any time or \n\n                                       14\n\n\nplace to which the same may be so adjourned.  In case of any sale of all or \nany part of the Collateral on credit or for future delivery, the Collateral \nso sold may be retained by the Collateral Agent until the selling price is \npaid by the purchaser thereof, but the Collateral Agent shall not incur any \nliability in case of the failure of such purchaser to take up and pay for the \nCollateral so sold and, in case of any such failure, such Collateral may \nagain be sold upon like notice.  The Collateral Agent, instead of exercising \nthe power of sale herein conferred upon it, may in accordance with the \ninstructions of the Required Lenders proceed by a suit or suits at law or in \nequity to foreclose the Security Interests and sell the Collateral, or any \nportion thereof, under a judgment or decree of a court or courts of competent \njurisdiction.\n\n              (b)    For the purpose of enforcing any and all rights and \nremedies under this Agreement the Collateral Agent may (i) require the \nCompany to, and the Company agrees that it will, at its expense and upon the \nrequest of the Collateral Agent, forthwith assemble all or any part of the \nCollateral as directed by the Collateral Agent and make it available at a \nplace designated by the Collateral Agent which is, in the opinion of the \nCollateral Agent, reasonably convenient to the Collateral Agent and the \nCompany, whether at the premises of the Company or otherwise, (ii) to the \nextent permitted by applicable law, enter, with or without process of law and \nwithout breach of the peace, any premise where any of the Collateral is or \nmay be located, and without charge or liability to it seize and remove such \nCollateral from such premises, (iii) have access to and use the Company's \nbooks and records relating to the Collateral and (iv) prior to the \ndisposition of the Collateral, store or transfer it without charge in or by \nmeans of any storage or transportation facility owned or leased by the \nCompany, process, repair or recondition it or otherwise prepare it for \ndisposition in any manner and to the extent the Collateral Agent reasonably \ndeems appropriate and, in connection with such preparation and disposition, \nuse without charge any copyright, trademark, trade name, patent or technical \nprocess used by the Company.\n\n              (c)    Without limiting the generality of the foregoing, if any \nEvent of Default (as defined under the Credit Agreement) has occurred and is \ncontinuing,\n\n                     (i)    the Collateral Agent may license, or sublicense,\n       whether general, special or otherwise, and whether on an exclusive or\n       non-exclusive basis, any Copyrights, Patents or Trademarks included in\n       the Collateral throughout the world for such term or terms, on such\n       conditions and in such manner as the Collateral Agent shall in its sole\n       discretion determine;\n\n                     (ii)   the Collateral Agent may (without assuming any\n       obligations or liability thereunder), at any time and from time to time,\n       in its sole discretion, enforce (and shall have the exclusive right to\n       enforce) against any licensee or sublicensee all rights and remedies of\n       the Company in, to and under any Copyright Licenses, Patent Licenses or\n       Trademark Licenses included in the Collateral and take or refrain from\n       taking any action under any thereof, and the Company hereby releases the\n       Collateral Agent and each of the other Secured Parties from, and agrees\n       to hold the Collateral Agent and each of the other Secured Parties free\n       and harmless from and against any claims and expenses arising out of, any\n       lawful action so taken or omitted to be taken with respect thereto; and\n\n                                       15\n\n\n                     (iii)  upon request by the Collateral Agent, the Company\n       will execute and deliver to the Collateral Agent a power of attorney, in\n       form and substance satisfactory to the Collateral Agent, for the\n       implementation of any lease, assignment, license, sublicense, grant of\n       option, sale or other disposition of a Copyright, Patent or Trademark\n       included in the Collateral or any action related thereto.  In the event\n       of any such disposition pursuant to this Section, the Company shall\n       supply its know-how and expertise relating to the manufacture and sale of\n       the products bearing Trademarks or the products or services made or\n       rendered in connection with Patents, and its customer lists and other\n       records relating to such Patents or Trademarks and to the distribution of\n       said products, to the Collateral Agent.\n\n              (d)    Notwithstanding anything to the contrary contained \nherein or any other Loan Document, neither the Collateral Agent nor any \nSecured Party shall, without first obtaining the approval of a Governmental \nAuthority, take any action pursuant to this Agreement or any other Loan \nDocument which would constitute or result in an assignment of any License \nheld by the Company or a transfer of control of the Company if such \nassignment or transfer would require, under the existing applicable law, the \nprior approval of such Governmental Authority.  The Company agrees to take, \nand the Company agrees to cause the Borrower and each of its Subsidiaries to \ntake, in each case upon the occurrence and during the continuance of an Event \nof Default, any action that the Collateral Agent may reasonably request in \norder to obtain from any Governmental Authority such approval as may be \nnecessary to enable the Collateral Agent to assign or transfer control of the \nLicenses pursuant to this Agreement, the Loan Documents and each other \nagreement, instrument and document delivered to the Collateral Agent in \nconnection herewith and therewith, including specifically, at the expense of \nthe Company, the use of the Company's and the Borrower's and each of its \nSubsidiaries' commercially reasonable efforts to assist in obtaining approval \nof such Governmental Authority for any action or transaction contemplated by \nthis Agreement for which such approval is or shall be required by law, and \nspecifically, without limitation, upon request, to prepare, sign and file \nwith such Governmental Authority, the assignor's or transferor's portion of \nany application or applications for consent to the assignment of any License \nor transfer of control necessary or appropriate under the rules and \nregulations of such Governmental Authority for approval of any sale or sales \nof any of the Collateral by or on behalf of the Collateral Agent.\n\n       SECTION 8.    LIMITATION ON DUTY OF COLLATERAL AGENT IN RESPECT OF \nCOLLATERAL.  Beyond the exercise of reasonable care in the custody thereof, \nthe Collateral Agent shall have no duty as to any Collateral in its \npossession or control or in the possession or control of any agent or bailee \nor any income thereon or as to the preservation of rights against prior \nparties or any other rights pertaining thereto.  The Collateral Agent shall \nbe deemed to have exercised reasonable care in the custody of the Collateral \nin its possession if the Collateral is accorded treatment substantially equal \nto that which it accords its own property, and shall not be liable or \nresponsible for any loss or damage to any of the Collateral, or for any \ndiminution in the value thereof, by reason of the act or omission of any \nwarehouseman, carrier, forwarding agency, consignee or other agent or bailee \nselected by the Collateral Agent in good faith; PROVIDED, HOWEVER, nothing in \nthis Section 8 shall be deemed to prejudice any rights of the Company against \nsuch warehouseman, carrier, forwarding agency, consignee or other agent or \nbailee.\n\n                                       16\n\n\n       SECTION 9.    APPLICATION OF PROCEEDS.  Upon the occurrence and during \nthe continuance of an Event of Default (as defined under the Credit \nAgreement), the proceeds of any sale of, or other realization upon, all or \nany part of the Collateral and any cash held in the Collateral Account shall \nbe applied by the Collateral Agent in accordance with the Credit Agreement.\n\n       SECTION 10.   APPOINTMENT OF CO-COLLATERAL AGENTS.  At any time or \ntimes, in order to comply with any legal requirement in any jurisdiction, the \nCollateral Agent may appoint another bank or trust company or one or more \nother persons, either to act as co-agent or co-agents, jointly with the \nCollateral Agent, or to act as separate agent or agents on behalf of the \nSecured Parties with such power and authority as may be necessary for the \neffectual operation of the provisions hereof and may be specified in the \ninstrument of appointment.\n\n       SECTION 11.   EXPENSES.  In the event that the Company fails to comply \nwith the provisions of the Loan Documents or this Agreement, such that the \nvalue of any Collateral or the validity, perfection, rank or value of any \nSecurity Interest is thereby diminished or potentially diminished or put at \nrisk, the Collateral Agent if requested by the Required Lenders (i) shall \ndeliver written notice of such non-compliance to the Company requesting that \nit cure such non-compliance, and (ii) if within ten Business Days after \ndelivery of such notice the Company has failed to cure such non-compliance, \nthe Collateral Agent may, but shall not be required to, effect such \ncompliance on behalf of the Company, and the Company shall reimburse the \nCollateral Agent for the reasonable costs thereof on demand.  All insurance \nexpenses and all expenses of protecting, storing, warehousing, appraising, \ninsuring, handling, maintaining and shipping the Collateral, any and all \nexcise, property, sales, and use taxes imposed by any state, federal, or \nlocal authority on any of the Collateral, or in respect of periodic \nappraisals and inspections of the Collateral to the extent the same may \nreasonably be requested by the Required Lenders acting through the Collateral \nAgent from time to time, or in respect of the sale or other disposition \nthereof, shall be borne and paid by the Company; and if the Company fails to \npromptly pay any portion thereof when due, except, if no Event of Default (as \ndefined under the Credit Agreement) has occurred and is continuing, with \nrespect to taxes which are being contested as permitted by Section 5.05 of \nthe Credit Agreement, the Collateral Agent or any other Secured Party may, at \nits option, but shall not be required to, pay the same and charge the \nCompany's account therefor, and the Company agrees to reimburse the \nCollateral Agent or such Secured Party therefor on demand.  All reasonable \nsums so paid or incurred by the Collateral Agent or any other Secured Party \nfor any of the foregoing and any and all other sums for which the Company may \nbecome liable hereunder and all costs and expenses (including attorneys' \nfees, legal expenses and court costs) reasonably incurred by the Collateral \nAgent or any other Secured Party in enforcing or protecting the Security \nInterests or any of their rights or remedies under this Agreement, shall, \ntogether with interest thereon for each day until paid at the Alternate Base \nplus the Applicable Rate plus interest at a rate per annum equal to two \npercent (2%) for such day, be additional Secured Obligations hereunder.\n\n       SECTION 12.   TERMINATION OF SECURITY INTERESTS; RELEASE OF \nCOLLATERAL. (a)   Upon the repayment in full of all Secured Obligations and \nthe termination of the Commitments, the Security Interests shall terminate \nand all rights to the Collateral shall revert to the Company.  Upon the \nPartial Termination Date, the Security Interests in all Collateral other than \nBorrower-Related Collateral shall terminate and all rights in the Collateral \nother than Borrower-Related Collateral shall revert to the Company.\n\n                                       17\n\n\n              (b)    At any time and from time to time prior to such \ntermination of the Security Interests, the Collateral Agent shall release the \nCollateral in accordance with Section 5(c) hereof.\n\n              (c)    If any Collateral is sold, leased, exchanged, assigned \nor otherwise disposed of, or with respect to which on option has been \ngranted, in accordance with and as permitted under the Credit Agreement, the \nSecurity Interests created hereby in such item (but not in any Proceeds \narising from such sale or exchange) shall cease immediately without any \nfurther action on the part of the Collateral Agent.\n\n              (d)    Upon any such termination of the Security Interests or \nrelease of Collateral, the Collateral Agent will, at the expense of the \nCompany, execute and deliver to the Company such documents as the Company \nshall reasonably request to evidence the termination of the Security \nInterests or the release of such Collateral, as the case may be.\n\n       SECTION 13.   NOTICES.  All notices, approvals, requests, demands and \nother communications hereunder shall be given in accordance with Section 9.01 \nof the Credit Agreement.\n\n       SECTION 14.   WAIVERS, NON-EXCLUSIVE REMEDIES.  No failure on the part \nof the Collateral Agent to exercise, and no delay in exercising and no course \nof dealing with respect to, any right under this Agreement or any other Loan \nDocument shall operate as a waiver thereof, nor shall any single or partial \nexercise by the Collateral Agent of any right under this Agreement or any \nother Loan Document preclude any other or further exercise thereof or the \nexercise of any other right.  The rights in this Agreement or the Loan \nDocuments are cumulative and are not exclusive of any other remedies provided \nby law.\n\n       SECTION 15.   SUCCESSORS AND ASSIGNS.  This Agreement is for the \nbenefit of the Collateral Agent and the other Secured Parties and their \nsuccessors and assigns, and in the event of an assignment of all or any of \nthe Secured Obligations, the rights hereunder, to the extent applicable to \nthe indebtedness so assigned, may be transferred with such indebtedness.  \nThis Agreement shall be binding on the Company and its successors and assigns \nand the rights of the Company hereunder shall inure to the benefit of the \nCompany's successors and permitted assigns.\n\n       SECTION 16.   CHANGES IN WRITING.  Neither this Agreement nor any \nprovision hereof may be changed, waived, discharged or terminated orally, but \nonly in writing signed by the Company and the Collateral Agent with the \nconsent of the Required Lenders.\n\n       SECTION 17.   SEVERABILITY.  If any provision hereof is invalid and \nunenforceable in any jurisdiction, then, to the fullest extent permitted by \nlaw, (i) the other provisions hereof shall remain in full force and effect in \nsuch jurisdiction and shall be liberally construed in favor of the Collateral \nAgent and the other Secured Parties in order to carry out the intentions of \nthe parties hereto as nearly as may be possible; and (ii) the invalidity or \nunenforceability of any provision hereof in any jurisdiction shall not affect \nthe validity or enforceability of such provision in any other jurisdiction.\n\n                                       18\n\n\n       SECTION 18.   COUNTERPARTS.  This Agreement may be executed in any \nnumber of counterparts, all of which taken together shall constitute one and \nthe same instrument and any of the parties hereto may execute this Agreement \nby signing any such counterpart.\n\n       SECTION 19.   GOVERNING LAW; JURISDICTION; CONSENT TO SERVICE OF \nPROCESS.  (a)  This Agreement shall be construed in accordance with and \ngoverned by the law of the State of New York.\n\n              (b)    The Company hereby irrevocably and unconditionally \nsubmits, for itself and its property, to the nonexclusive jurisdiction of the \nSupreme Court of the State of New York sitting in New York County and of the \nUnited States District Court of the Southern District of New York, and any \nappellate court from any thereof, in any action or proceeding arising out of \nor relating to any Loan Document, or for recognition or enforcement of any \njudgment, and each of the parties hereto hereby irrevocably and \nunconditionally agrees that all claims in respect of any such action or \nproceeding may be heard and determined in such New York State or, to the \nextent permitted by law, in such Federal court.  Each of the parties hereto \nagrees that a final judgment in any such action or proceeding shall be \nconclusive and may be enforced in other jurisdictions by suit on the judgment \nor in any other manner provided by law. Nothing in this Agreement or any \nother Loan Document shall affect any right that either Agent or any Lender \nmay otherwise have to bring any action or proceeding relating to this \nAgreement or any other Loan Document against the Parent, the Borrower or \ntheir properties in the courts of any jurisdiction.\n\n              (c)    The Company hereby irrevocably and unconditionally \nwaives, to the fullest extent it may legally and effectively do so, any \nobjection which it may now or hereafter have to the laying of venue of any \nsuit, action or proceeding arising out of or relating to this Agreement or \nany other Loan Document in any court referred to in paragraph (b) of this \nSection.  Each of the parties hereto hereby irrevocably waives, to the \nfullest extent permitted by law, the defense of an inconvenient forum to the \nmaintenance of such action or proceeding in any such court.\n\n              (d)    Each of the Parent and the Borrower hereby irrevocably \nappoints and designates CT Corporation System, whose address is 1633 \nBroadway, New York, New York 10019, or any other person having and \nmaintaining a place of business in the State of New York whom the Parent or \nthe Borrower may from time to time hereafter designate (having given 30 days' \nnotice thereof to the Administrative Agent, each Lender and the Collateral \nAgent), as the true and lawful attorney and duly authorized agent for \nacceptance of service of legal process of the Parent and the Borrower.  \nWithout prejudice to the foregoing, each party to this Agreement irrevocably \nconsents to service of process in the manner provided for notices in Section \n9.01 of the Credit Agreement.  Nothing in this Agreement or any other Loan \nDocument will affect the right of any party to this Agreement to serve \nprocess in any other manner permitted by law.\n\n       SECTION 20.   WAIVER OF JURY TRIAL.  EACH PARTY HERETO HEREBY WAIVES, \nTO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A \nTRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF \nOR RELATING TO THIS AGREEMENT, ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS \nCONTEMPLATED HEREBY (WHETHER \n\n                                       19\n\n\nBASED ON CONTRACT, TORT OR ANY OTHER THEORY).  EACH PARTY HERETO (A) \nCERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS \nREPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE \nEVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) \nACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER \nINTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND \nCERTIFICATIONS IN THIS SECTION.\n\n       SECTION 21.   WAIVER OF IMMUNITY.  To the extent that the Company has \nor hereafter may acquire any immunity from jurisdiction of any court or from \nany legal process (whether through service or notice, attachment prior to \njudgment, attachment in aid or execution, or otherwise) with respect to \nitself or its property, the Company hereby irrevocably waives such immunity \nin respect of its obligations hereunder and under the other Loan Documents to \nthe extent permitted by applicable law and, without limiting the generality \nof the foregoing, agrees that the waivers set forth in this Section shall \nhave effect to the fullest extent permitted under the Foreign Sovereign \nImmunities Act of 1976 of the United States of America and are intended to be \nirrevocable for purposes of such Act.\n                                          \n                       (Signatures Follow on Next Page)\n                                          \n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n                                       20\n\n\n     IN WITNESS WHEREOF, the parties hereto have caused this Security \nAgreement (Parent) to be duly executed by their respective authorized \nofficers as of the day and year first above written.\n\n                              JATO COMMUNICATIONS CORP\n\n                              By:       \n                                 -------------------------------------\n                                 Name:     \n                                 Title:    \n\n                              STATE STREET BANK AND TRUST COMPANY,\n                              as Collateral Agent\n\n                              By:       \n                                 -------------------------------------\n                                 Name:     \n                                 Title:    \n\n\n\n                                                                       EXHIBIT A\n                                                                              TO\n                                                                        SECURITY\n                                                                       AGREEMENT\n\n                                          \n                             PERFECTION CERTIFICATE\n\n     The undersigned, [                        ], Chief Executive Officer of \nJATO COMMUNICATIONS CORP., a Delaware corporation (the \"Company\"), hereby \ncertifies with reference to the Security Agreement (Parent), dated as of July \n14, 1999, between the Company and State Street Bank and Trust Company, as \nCollateral Agent (terms defined therein or as provided therein being used \nherein as therein defined), to the Administrative Agent and each Lender as \nfollows:\n\n     SECTION 1.     NAMES.\n\n          (a)  The exact corporate name of the Company as it appears in its \ncertificate of incorporation is as follows:  [____________________________]\n\n          (b)  The Company has not had any other corporate name since its \norganization.\n\n          (c)  Except as set forth in Schedule 1, the Company has not changed \nits identity or corporate structure in any way within the past five years.\n\n          (d)  The following is a list of all other names (including trade \nnames or similar appellations) used by the Company or any of its divisions or \nother business units at any time during the past five years: [_________________]\n\n     SECTION 2.     CURRENT LOCATIONS.  As of the date hereof, (a)  the chief \nexecutive office of the Company is located at the following address:\n\n     NAME                          MAILING ADDRESS\n     ----                          ---------------\n     \n\n\n          (b)  The following are all the locations where the Company\nmaintains any books or records relating to any Accounts:\n\n\n     NAME                          MAILING ADDRESS\n     ----                          ---------------\n     \n               \n                                       \n                                  Exhibit A-1\n\n\n          (c)  The following are all the places of business of the Company \nnot identified above:\n\n     NAME                          MAILING ADDRESS\n     ----                          ---------------\n     \n     \n               \n\n          (d)  The following are all the locations not identified above\nwhere the Company maintains any Inventory:\n\n     NAME                          MAILING ADDRESS\n     ----                          ---------------\n     \n     \n               \n\n          (e)  The following are all the locations not identified above\nwhere the Company maintains any Equipment or contemplates maintaining at any\ntime when the Loans are to be outstanding:\n\n\n     NAME                          MAILING ADDRESS\n     ----                          ---------------\n     \n     \n     \n\n          (f)  The following are the names and addresses of all Persons\nother than the Company which have possession of any of the Company's Inventory:\n\n\n     NAME                          MAILING ADDRESS\n     ----                          ---------------\n     \n     \n     \n\n          (g)  The following are the names and addresses of all Persons\nother than the Company which have possession of any of the Company's Investment\nProperty:\n\n\n     NAME                          MAILING ADDRESS\n     ----                          ---------------\n     \n     \n     \n                                  Exhibit A-2\n\n\n     SECTION 3.     PRIOR LOCATIONS.\n\n          (a)  Set forth below is the information required by subparagraphs \n(a), (b) and (c) of paragraph 2 with respect to each location or place of \nbusiness maintained by the Company at any time during the past five years:  \n\n          (b)  Set forth below is the information required by subparagraphs \n(d) and (e) of paragraph 2 with respect to each location or bailee where or \nwith whom Inventory has been lodged at any time during the past four months:\n\n     SECTION 4.     UNUSUAL TRANSACTIONS.  All Accounts have been originated \nby the Company and all Inventory and Equipment has been acquired by the \nCompany in the ordinary course of its business.\n\n     SECTION 5.     FILE SEARCH REPORTS.  Attached hereto as Schedule 5(a) is \na true copy of a file search report from the Uniform Commercial Code filing \nofficer in each jurisdiction identified in paragraph 2 or 3 above with \nrespect to each name set forth in paragraph 1. Attached hereto as Schedule \n5(b) is a true copy of each financing statement or other filing identified in \nsuch file search reports.\n\n     SECTION 6.     UCC FILINGS.  (a)  A duly signed financing statement on \nForm UCC-1 in substantially the form of Schedule 6 hereto has been duly \ndelivered to the Collateral Agent for filing in the Uniform Commercial Code \nfiling office in each jurisdiction identified in paragraph 2 hereof.\n\n     Attached hereto as Schedule 6(b) is a true copy of each such filing duly \nacknowledged by the filing officer.\n\n     SECTION 7.     SCHEDULE OF FILINGS.  Attached hereto as Schedule 7 is a \nschedule setting forth filing information with respect to the filings \ndescribed in paragraph 6 above.\n\n     SECTION 8.     FILING FEES.  All filing fees and taxes payable in \nconnection with the filings described in paragraph 6 above have been paid.\n\n                                  Exhibit A-3\n\n\n     IN WITNESS WHEREOF, I have hereunto set my hand this _________ day of\n[_____________________], 1999.\n          \n\n                                       ----------------------------------\n                                       Name:     \n                                       Title:    \n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n                                  Exhibit A-4\n\n\n                                                                      SCHEDULE 1\n\n                                          \n                           CHANGE IN CORPORATE STRUCTURE\n\n\n\n                                                                   SCHEDULE 6(b)\n\n                                          \n                                    UCC FILINGS\n\n\n\n                                                                      SCHEDULE 7\n\n                                          \n                                SCHEDULE OF FILINGS\n\n\n\n                                                                       EXHIBIT B\n                                                                              TO\n                                                                        SECURITY\n                                                                       AGREEMENT\n                                       \n                          PATENT SECURITY AGREEMENT\n                                          \n              (PATENTS, PATENT APPLICATIONS AND PATENT LICENSES)\n\n     WHEREAS, JATO COMMUNICATIONS CORP., a Delaware corporation (herein \nreferred to as \"Grantor\") owns the Patents (as defined in the Security \nAgreement referred to below) (including design patents and applications for \npatents) listed on Schedule I annexed hereto, and is a party to the Patent \nLicenses (as defined in the Security Agreement referred to below) identified \nin Schedule I annexed hereto;\n\n     WHEREAS, Grantor, Jato Operating Corp., certain lenders, State Street \nBank and Trust Company, as Collateral Agent, and Lucent Technologies Inc., as \nadministrative agent, are parties to a Credit Agreement of even date herewith \n(as the same may be amended and in effect from time to time among said \nparties and such lenders (the \"Lenders\") as may from time to time be parties \nthereto, the \"Credit Agreement\");\n\n     WHEREAS, pursuant to the terms of the Security Agreement (Parent) of \neven date herewith (as said Agreement may be amended and in effect from time \nto time, the \"Security Agreement\") between Grantor and State Street Bank and \nTrust Company, as collateral agent for the Secured Parties referred to \ntherein (in such capacity, together with its successors in such capacity, \n\"Grantee\"), Grantor has granted to Grantee for the benefit of such Secured \nParties a continuing security interest in substantially all the assets of \nGrantor, including all right, title and interest of Grantor in, to and under \nthe Patent Collateral (as defined herein) whether now owned or existing or \nhereafter acquired or arising, to secure the Secured Obligations (as defined \nin the Security Agreement);\n\n     NOW, THEREFORE, for good and valuable consideration, the receipt and \nsufficiency of which are hereby acknowledged, Grantor does hereby grant to \nGrantee a continuing security interest in all of Grantor's right, title and \ninterest in, to and under the following (all of the following items or types \nof property being herein collectively referred to as the \"Patent \nCollateral\"), whether now owned or existing or hereafter acquired or arising:\n\n               (i)  each Patent (including each design patent and patent\n     application), including, without limitation, each Patent (including each\n     design patent and patent application) referred to in Schedule I annexed\n     hereto;\n\n               (ii) each Patent License, including, without limitation,\n     each Patent License identified in Schedule I annexed hereto; and\n\n               (iii)     all proceeds of and revenues from the foregoing,\n     including, without limitation, all proceeds of and revenues from any\n     claim by Grantor against third \n\n                                       \n                                  Exhibit B-1\n\n\n     parties for past, present or future infringement of any Patent (including \n     any design patent), including, without limitation, any Patent referred to \n     in Schedule I annexed hereto (including, without limitation, any such \n     Patent issuing from any application referred to in Schedule I annexed \n     hereto), and all rights and benefits of Grantor under any Patent License, \n     including, without limitation, any Patent License identified in Schedule I \n     annexed hereto.\n\n     Until the Partial Termination Date, Grantor hereby irrevocably \nconstitutes and appoints Grantee and any officer or agent thereof, with full \npower of substitution, as its true and lawful attorney-in-fact with full \npower and authority in the name of Grantor or in its name, from time to time, \nin Grantee's discretion, so long as any Event of Default (as defined in the \nCredit Agreement) has occurred and is continuing, to take with respect to the \nPatent Collateral any and all appropriate action which Grantor might take \nwith respect to the Patent Collateral and to execute any and all documents \nand instruments which may be necessary or desirable to carry out the terms of \nthis Patent Security Agreement and to accomplish the purposes hereof.\n\n     Until the Partial Termination Date, except to the extent not prohibited \nin the Security Agreement, Grantor agrees not to sell, license, exchange, \nassign or otherwise transfer or dispose of, or grant any rights with respect \nto, or mortgage or otherwise encumber, any of the foregoing Patent Collateral.\n\n     This security interest is granted in conjunction with the security \ninterests granted to Grantee pursuant to the Security Agreement.  Grantor \ndoes hereby further acknowledge and affirm that the rights and remedies of \nGrantee with respect to the security interest in the Patent Collateral made \nand granted hereby are more fully set forth in the Security Agreement, the \nterms and provisions of which are incorporated by reference herein as if \nfully set forth herein.\n\n     IN WITNESS WHEREOF, Grantor has caused this Patent Security Agreement to \nbe duly executed by its officer thereunto duly authorized as of the _________\nday of _____________________, _________.\n\n\n                              JATO COMMUNICATIONS CORP.\n\n                              By:       \n                                 -------------------------------------\n                                 Name:     \n                                 Title:    \n\n\n                                  Exhibit B-2\n\n\nAcknowledged:\n\nSTATE STREET BANK AND TRUST COMPANY,\n  as Collateral Agent\n\nBy:       \n   --------------------------------\n   Name:     \n   Title:    \n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n                                  Exhibit B-3\n\n\n                                                                      SCHEDULE I\n                                                                       TO PATENT\n                                                                        SECURITY\n                                                                       AGREEMENT\n\n                                          \n                                   PATENTS\n\nA.   U.S. PATENTS AND DESIGN PATENTS\n\n\n          I.D. NO.       PATENT NO.     ISSUE DATE     TITLE\n               \n               \n               \n               \n\nB.   U. S. PATENT APPLICATIONS\n\n          SERIAL NO.     DATE           FILE           TITLE\n               \n               \n               \n\n\n\n\n                                                                       EXHIBIT C\n                                                                              TO\n                                                                        SECURITY\n                                                                       AGREEMENT\n\n                                          \n                         TRADEMARK SECURITY AGREEMENT\n                                          \n               (TRADEMARKS, TRADEMARK REGISTRATIONS, TRADEMARK\n                     APPLICATIONS AND TRADEMARK LICENSES)\n\n     WHEREAS, JATO COMMUNICATIONS CORP., a Delaware corporation (herein \nreferred to as \"Grantor\"), owns the Trademarks (as defined in the Security \nAgreement referred to below) listed on Schedule I annexed hereto, and is a \nparty to the Trademark Licenses (as defined in the Security Agreement \nreferred to below) identified in Schedule 1 annexed hereto;\n\n     WHEREAS, Grantor, Jato Operating Corp., certain lenders, State Street \nBank and Trust Company, as Collateral Agent, and Lucent Technologies Inc., as \nadministrative agent, are parties to a Credit Agreement of even date herewith \n(as the same may be amended and in effect from time to time among said \nparties and such lenders (the \"Lenders\") as may from time to time be parties \nthereto, the \"Credit Agreement\");\n\n     WHEREAS, pursuant to the terms of the Security Agreement (Parent) of \neven date herewith (as said Agreement may be amended and in effect from time \nto time, the \"Security Agreement\") between Grantor and State Street Bank and \nTrust Company, as collateral agent for the Secured Parties referred to \ntherein (in such capacity, together with its successors in such capacity, \n\"Grantee\"), Grantor has granted to Grantee for the benefit of such Secured \nParties a security interest in substantially all the assets of Grantor, \nincluding all right, title and interest of Grantor in, to and under the \nTrademark Collateral (as defined herein), whether now owned or existing or \nhereafter acquired or arising, to secure the Secured Obligations (as defined \nin the Security Agreement);\n\n     NOW, THEREFORE, for good and valuable consideration, the receipt and \nsufficiency of which are hereby acknowledged, Grantor does hereby grant to \nGrantee a continuing security interest in all of Grantor's right, title and \ninterest in, to and under the following (all of the following items or types \nof property being herein collectively referred to as the \"Trademark \nCollateral\"), whether now owned or existing or hereafter acquired or arising:\n\n               (i)  each Trademark, including, without limitation, each\n     Trademark application referred to in Schedule I annexed hereto, and all\n     of the goodwill of the business connected with the use of, or symbolized\n     by, each such Trademark;\n\n               (ii) each Trademark License, including, without\n     limitation, each Trademark License identified in Schedule I annexed\n     hereto, and all of the goodwill of the \n\n                                  Exhibit C-1\n\n\n     business connected with the use of, or symbolized by, each Trademark \n     licensed pursuant thereto; and\n\n               (iii)     all proceeds of and revenues from the foregoing,\n     including, without limitation, all proceeds of and revenues from any\n     claim by Grantor against third parties for past, present or future unfair\n     competition with, or violation of intellectual property rights in\n     connection with or injury to, or infringement or dilution of, any\n     Trademark, including, without limitation, any Trademark referred to in\n     Schedule I hereto, and all rights and benefits of Grantor under any\n     Trademark License, including, without limitation, any Trademark License\n     identified in Schedule I hereto, or for injury to the goodwill associated\n     with any of the foregoing.\n\n     Until the Partial Termination Date, Grantor hereby irrevocably \nconstitutes and appoints Grantee and any officer or agent thereof, with full \npower of substitution, as its true and lawful attorney-in-fact with full \npower and authority in the name of Grantor or in its name, from time to time, \nin Grantee's discretion, so long as any Event of Default (as defined in the \nCredit Agreement) has occurred and is continuing, to take with respect to the \nTrademark Collateral any and all appropriate action which Grantor might take \nwith respect to the Trademark Collateral and to execute any and all documents \nand instruments which may be necessary or desirable to carry out the terms of \nthis Trademark Security Agreement and to accomplish the purposes hereof.\n\n     Until the Partial Termination Date, except to the extent not prohibited \nin the Security Agreement (Parent), Grantor agrees not to sell, license, \nexchange, assign or otherwise transfer or dispose of, or grant any rights \nwith respect to, or mortgage or otherwise encumber, any of the foregoing \nTrademark Collateral.\n\n     This security interest is granted in conjunction with the security \ninterests granted to Grantee pursuant to the Security Agreement.  Grantor \ndoes hereby further acknowledge and affirm that the rights and remedies of \nGrantee with respect to the security interest in the Trademark Collateral \nmade and granted hereby are more fully set forth in the Security Agreement, \nthe terms and provisions of which are incorporated by reference herein as if \nfully set forth herein.\n\n     IN WITNESS WHEREOF, Grantor has caused this Trademark Security Agreement \nto be duly executed by its officer thereunto duly authorized as of the ______ \nday of _____________________, ________.\n\n\n                              JATO COMMUNICATIONS CORP.\n\n                              By:       \n                                 -----------------------------------\n                                 Name:     \n                                 Title:    \n\n                                  Exhibit C-2\n\n\nAcknowledged:\n\nSTATE STREET BANK AND TRUST COMPANY,\n  as Collateral Agent\n\nBy:       \n   --------------------------------------\n   Name:     \n   Title:    \n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n                                  Exhibit C-3\n\n\n                                                                      SCHEDULE I\n                                                                              TO\n                                                                       TRADEMARK\n                                                                        SECURITY\n                                                                       AGREEMENT\n\n                                          \n                 U.S. TRADEMARKS AND TRADEMARK REGISTRATIONS\n\nA.   U.S. TRADEMARKS AND TRADEMARK REGISTRATIONS\n\n          REG. NO.       REG. DATE           MARK\n          --------       ---------           ----\n          \n          \n          \n\nB.   U.S. TRADEMARK APPLICATIONS\n\n          SERIAL NO.     DATE FILED          MARK\n          ----------     ----------          ----\n          \n          \n          \n                                          \n                         EXCLUSIVE TRADEMARK LICENSES\n                                          \n                                   PARTIES\n\n\n     NAME OF                                       DATE OF      \n     AGREEMENT        LICENSOR       LICENSEE      AGREEMENT    SUBJECT MATTER\n     ---------        --------       --------      ---------    --------------\n\n\n\n                                                                    EXHIBIT D TO\n                                                                        SECURITY\n                                                                       AGREEMENT\n\n                                          \n                         COPYRIGHT SECURITY AGREEMENT\n                                          \n               (COPYRIGHTS, COPYRIGHT REGISTRATIONS, COPYRIGHT\n                     APPLICATIONS AND COPYRIGHT LICENSES)\n\n     WHEREAS, JATO COMMUNICATIONS CORP., a Delaware corporation (herein \nreferred to as \"Grantor\") owns the Copyrights (as defined in the Security \nAgreement referred to below) listed on Schedule I annexed hereto, and is a \nparty to the Copyright Licenses (as defined in the Security Agreement \nreferred to below) identified in Schedule I annexed hereto;\n\n     WHEREAS, Grantor, Jato Operating Corp., certain lenders, State Street \nBank and Trust Company, as Collateral Agent, and Lucent Technologies Inc., as \nadministrative agent, are parties to a Credit Agreement of even date herewith \n(as the same may be amended and in effect from time to time among said \nparties and such lenders (the \"Lenders\") as may from time to time be parties \nthereto, the \"Credit Agreement\");\n\n     WHEREAS, pursuant to the terms of the Security Agreement (Parent) of \neven date herewith (as said Agreement may be amended and in effect from time \nto time, the \"Security Agreement\") between Grantor and State Street Bank and \nTrust Company, as collateral agent for the Secured Parties referred to \ntherein (in such capacity, together with its successors in such capacity, the \n\"Grantee\"), Grantor has granted to Grantee for the benefit of such Secured \nParties a security interest in substantially all the assets of the Grantor, \nincluding all right, title and interest of Grantor in, to and under the \nCopyright Collateral (as defined herein), whether now owned or existing or \nhereafter acquired or arising, to secure the Secured Obligations (as defined \nin the Security Agreement);\n\n     NOW, THEREFORE, for good and valuable consideration, the receipt and \nsufficiency of which are hereby acknowledged, Grantor does hereby grant to \nGrantee a continuing security interest in all of Grantor's right, title and \ninterest in, to and under the following (all of the following items or types \nof property being herein collectively referred to as the \"Copyright \nCoIlateral\"), whether now owned or existing or hereafter acquired or arising:\n\n               (i)  each Copyright, including, without limitation, each\n     Copyright referred to in Schedule I annexed hereto;\n\n               (ii) each Copyright License, including, without\n     limitation, each Copyright License identified in Schedule I annexed\n     hereto; and\n\n               (iii)     all proceeds of and revenues from the foregoing,\n     including, without limitation, all proceeds of and revenues from any\n     claim by Grantor against third \n                                       \n                                  Exhibit D-1\n\n\n     parties for past, present or future infringement of any Copyright, \n     including, without limitation, any Copyright referred to in Schedule I \n     annexed hereto, and all rights and benefits of Grantor under any Copyright \n     License, including, without limitation, any Copyright License identified \n     in Schedule I annexed hereto.\n\n     Until the Partial Termination Date, Grantor hereby irrevocably \nconstitutes and appoints Grantee and any officer or agent thereof, with full \npower of substitution, as its true and lawful attorney-in-fact with full \npower and authority in the name of Grantor or in its name, from time to time, \nin Grantee's discretion, so long as any Event of Default (as defined in the \nCredit Agreement) has occurred and is continuing, to take with respect to the \nCopyright Collateral any and all appropriate action which Grantor might take \nwith respect to the Copyright Collateral and to execute any and all documents \nand instruments which may be necessary or desirable to carry out the terms of \nthis Copyright Security Agreement and to accomplish the purposes hereof.\n\n     Until the Partial Termination Date, except to the extent not prohibited \nin the Security Agreement, Grantor agrees not to sell, license, exchange, \nassign or otherwise transfer or dispose of, or grant any rights with respect \nto, or mortgage or otherwise encumber, any of the foregoing Copyright \nCollateral.\n\n     This security interest is granted in conjunction with the security \ninterests granted to Grantee pursuant to the Security Agreement.  Grantor \ndoes hereby further acknowledge and affirm that the rights and remedies of \nGrantee with respect to the security interest in the Copyright Collateral \nmade and granted hereby are more fully set forth in the Security Agreement, \nthe terms and provisions of which are incorporated by reference herein as if \nfully set forth herein.\n\n     IN WITNESS WHEREOF, Grantor has caused this Copyright Security Agreement \nto be duly executed by its officer thereunto duly authorized as of the _____ day\nof __________________, ______.\n\n\n                              JATO COMMUNICATIONS CORP.\n\n                              By:       \n                                 ----------------------------------\n                                 Name:     \n                                 Title:    \n\n                                  Exhibit D-2\n\n\nAcknowledged:\n\nSTATE STREET BANK AND TRUST COMPANY,\n  as Collateral Agent\n\nBy:       \n   ----------------------------------\n   Name:     \n   Title:    \n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n                                  Exhibit D-3\n\n\n                                                                      SCHEDULE I\n                                                                              TO\n                                                                       COPYRIGHT\n                                                                        SECURITY\n                                                                       AGREEMENT\n\n                                          \n                    COPYRIGHTS AND COPYRIGHT REGISTRATION\n                                          \n\n\n          REGISTRATION NO.    REG. DATE      TITLE\n          ----------------    ---------      -----\n          \n          \n          \n                                          \n                               COPYRIGHT APPLICATIONS\n                                          \n\n          SERIAL NO.          DATE FILED          TITLE\n          ----------          ----------          -----\n          \n          \n          \n          \n                                          \n                                 COPYRIGHT LICENSES\n                                          \n                                      PARTIES\n\n\n      NAME OF                                       DATE OF          \n     AGREEMENT        LICENSOR       LICENSEE      AGREEMENT     SUBJECT MATTER\n     ---------        --------       --------      ---------     --------------\n\n\n\n                                                                    EXHIBIT E TO\n                                                                        SECURITY\n                                                                       AGREEMENT\n                                          \n                                  OPINION OF\n                           COUNSEL FOR THE COMPANY\n\n     The Security Agreement creates and constitutes as security for the \nSecured Obligations (as defined in the Security Agreement and including any \nfuture obligations which are Secured Obligations), in favor of the Collateral \nAgent for the ratable benefit of the Secured Parties, a valid security \ninterest in all right, title and interest of the Company in the Collateral \nand all right, title and interest of the Company in the Collateral Account.  \nThe security interests of the Collateral Agent in all right, title and \ninterest of the Company in the Collateral created by the Security Agreement \nconstitute perfected security interests under the Uniform Commercial Code, as \nin effect in the State of New York (\"UCC\"), the United States Copyright Act \n(\"CA\"), the United States Patent Act (\"PA\") and the United States Trademark \nAct (\"TA\"), to the extent that a security interest therein may be perfected \nunder the UCC, the CA, the PA or the TA.  Insofar as the priority thereof is \ngoverned by the UCC, the priority of the security interests created by the \nSecurity Agreement in the Collateral in which the Company has rights on the \ndate hereof will be the same with respect to Loans made or deemed made \npursuant to the Credit Agreement after the date hereof, except to the extent \nthat any priority may be affected by any security interest, lien or other \nencumbrance imposed by law in favor of any government or governmental \nauthority or agency.  Unless otherwise specifically defined herein, each term \ndefined herein has the meaning assigned to such term in the Security \nAgreement.\n\n     With respect to the enforceability of the Security Documents, we express \nno opinion as to the availability of specific performance.  Moreover, our \nopinion with respect to the enforceability of the Security Documents is \nsubject to the further qualification that certain remedial provisions thereof \nmay be limited by the law of the State of New York and applicable law of the \nUnited States of America, but such laws do not, in our opinion, make the \nremedies afforded thereby inadequate for the practical realization of the \nbenefits of the security intended to be provided thereby.\n\n\n\n\n                                       \n                                   Exhibit E-1\n\n\n                                                                    EXHIBIT F TO\n                                                                        SECURITY\n                                                                       AGREEMENT\n\n                                       \n                              LOCKBOX AGREEMENT\n\n     LOCKBOX AGREEMENT, dated as of [_________________], [____________], \namong JATO COMMUNICATIONS CORP., a Delaware corporation (the \"Company\"), \nSTATE STREET BANK AND TRUST COMPANY, as Collateral Agent under the Security \nAgreement referred to below (the \"Collateral Agent\"), and [________________]\n(the \"Lockbox Bank\").\n                                          \n                            W I T N E S S E T H :\n\n     WHEREAS, the Company and the Collateral Agent have entered into a \nSecurity Agreement (Parent), dated as of July 14, 1999 (as the same may be \namended from time to time, the \"Security Agreement\") under which the Company \nhas granted a continuing security interest in and to the Collateral (as \ndefined in the Security Agreement) to secure its obligations under the Loan \nDocuments (defined as provided in the Security Agreement);\n\n     WHEREAS, pursuant to the Security Agreement, the Company has agreed to \ninstruct certain obligors to make payments to (the \"Post Office Box\"); and\n\n     WHEREAS, the Company has requested that the Lockbox Bank establish and \nmaintain a bank account as further described herein, and the Lockbox Bank is \nwilling to establish and maintain such account pursuant to this Agreement;\n\n     NOW, THEREFORE, in consideration of the premises and the mutual \ncovenants herein contained and for other good and valuable consideration, the \nreceipt of which is hereby acknowledged, the parties hereto agree as follows:\n\n     SECTION 1.     POST OFFICE BOX; DEPOSITS INTO THE LOCK BOX ACCOUNT. (a)  \nThe Lockbox Bank shall have unrestricted and exclusive access to the Post \nOffice Box for the purpose of collecting mail for delivery and deposit into \nthe Lockbox Account (as defined below) (even though addressed to the Company) \nand shall collect the mail delivered thereto on each business day in \naccordance with the Lockbox Bank's regular collection schedule.\n\n          (b)  The contents of the mail collected from the Post Office Box, \nwhether consisting of cash, checks, drafts, bills of exchange, money orders \nor other instruments or documents, shall be promptly deposited by the Lockbox \nBank into the Lockbox Account.  The term \"Lockbox Account\" means account no. \n[___________________] opened and maintained by the Lockbox Bank for the \nCompany.\n\n          (c)  The Lockbox Bank shall prepare one photocopy of the front and \nback of each check, draft, bill of exchange, money order or other instrument \nor document (collectively, \n\n                                       \n                                  Exhibit F-1\n\n\nhereinafter called the \"checks\"; individually, a \"check\") with the date of \ndeposit to be shown on the bottom edge thereof. Attachments received with \npayments, such as detachable stubs, together with any correspondence and the \nindividual envelope, are to be affixed to the photocopy of the check.  All of \nthe above instruments will be delivered by the Lockbox Bank to the Company on \na same day basis.\n\n          (d)  The Lockbox Bank shall endorse all checks which appear to be \nin order for deposit into the Lockbox Account and shall process each item \nunder the same terms and conditions as would apply if the Lockbox Bank or the \nCompany had made the deposit directly.  The Lockbox Bank shall endorse all \nsuch checks as follows:\n\n               \"DEPOSIT TO THE ACCOUNT OF AND WITHOUT\n               PREJUDICE TO THE WITHIN NAMED PAYEE\n               LOCKBOX SERVICES\"\n\n     This endorsement may be made by use of a payee endorsement stamp.\n\n          (e)  Undated checks may be dated by the Lockbox Bank to agree with \nthe postmark date and included in the regular deposit.  Checks incorrectly \nmade out, where numerical and written amounts differ, are to be deposited for \nthe written amount only.  Checks bearing no signature are to be stamped with \na \"Kindly Refer to Maker\" stamp and processed.  Third-party checks may be \ndeposited into the Lockbox Account if properly endorsed.\n\n          (f)  Checks bearing the legend \"Payment in Full\" or words of \nsimilar import, either typed or handwritten, and checks that the Lockbox \nBank, in its normal banking practices and in its sole discretion, decides to \nsubmit to the special attention of the Company or the Collateral Agent, shall \nbe withheld from the clearing system and sent to the Company or, at any time \nafter receipt by the Lockbox Bank of written notice from (which notice may be \ndelivered only upon the occurrence and during the continuation of an Event of \nDefault (as defined in the Credit Agreement)) the Collateral Agent, to the \nentity designated in a written notice from the Collateral Agent.  Should the \nLockbox Bank by reason of the exercise of its judgment, or through \ninadvertence or oversight, process any of the checks covered by this Section \n1(f) for collection and credit such checks to the Lockbox Account, the \nCompany and the Collateral Agent agree that the Lockbox Bank shall incur no \nresponsibility or liability.\n\n          (g)  The details representing deposited items, adding machine \ntapes, advice of credit, etc., together with all other materials rejected for \nvarious reasons, and so marked, shall be sent by the Lockbox Bank to the \nCompany or, at any time after receipt by the Lockbox Bank of written notice \n(which notice may be delivered only upon the occurrence and during the \ncontinuation of an Event of Default (as defined in the Credit Agreement)) \nfrom the Collateral Agent, to the entity designated in a written notice from \nthe Collateral Agent. Checks returned unpaid because of uncollected or \ninsufficient funds shall be redeposited without advice.  Checks returned a \nsecond time shall be charged to the Lockbox Account and mailed with \nappropriate advice to the Company or, at any time after receipt by the \nLockbox Bank of written notice (which notice may be delivered only upon the \noccurrence and during the continuation of an Event of Default (as defined in \nthe Credit Agreement)) from the Collateral Agent, to the entity designated in \na written notice from the Collateral Agent.\n\n                                  Exhibit F-2\n\n\n          (h)  The Lockbox Bank shall maintain a microfilm record of each \ncheck included in the Lockbox Account in accordance with the Lockbox Bank's \nnormal lockbox procedures.  This film shall be available for use by the \nCompany and the Collateral Agent.\n\n          (i)  The Company shall deposit such amounts into the Lockbox \nAccount as are required to be so deposited pursuant to Section 5 of the \nSecurity Agreement.\n\n     SECTION 2.     THE LOCKBOX ACCOUNT AND TRANSFERS THEREFROM.  (a)  Unless \nand until the Lockbox Bank receives notice (which notice may be delivered \nonly upon the occurrence and during the continuation of an Event of Default \n(as defined in the Credit Agreement)) from the Collateral Agent that the \nprovisions of Section 2(b) are to be implemented, which notice shall be \neffective upon receipt by the Lockbox Bank (a \"Stop Transfer Notice\"), the \nLockbox Bank will debit the Lockbox Account in accordance with the Company's \ninstructions.\n\n          (b)  After receipt by the Lockbox Bank of a Stop Transfer Notice, \nthe Lockbox Bank will cease debiting the Lockbox Account in accordance with \nthe Company's instructions (but may continue to debit the Lockbox Account in \naccordance with Section 1(g)) and will disburse funds from the Lockbox \nAccount only in accordance with instructions from the Collateral Agent.\n\n     SECTION 3.     MISCELLANEOUS.  (a)  The Company hereby agrees to \nimmediately notify its account debtors which have not already been notified \nto send all their remittances to the Post Office Box.\n\n          (b)  The Lockbox Bank's compensation for providing the services \ncontemplated herein shall be as mutually agreed between the Company and the \nLockbox Bank from time to time.\n\n          (c)  The Lockbox Bank undertakes to perform only such duties as are \nexpressly set forth herein and are normally undertaken by the Lockbox Bank in \nconnection with its lockbox processing.  Notwithstanding any other provision \nof this Agreement, it is agreed by the parties to this Agreement that the \nLockbox Bank shall not be liable for any action taken by the Lockbox Bank or \nany of its directors, officers, agents or employees in accordance with this \nAgreement except for the Lockbox Bank's (or any director's, officer's, \nagent's or employee's) gross negligence or willful misconduct.  In no event \nshall the Lockbox Bank be liable for losses or delays resulting from acts of \nGod, force majeure, computer malfunctions, interruptions of communication \nfacilities, labor difficulties or other causes beyond the Lockbox Bank's \nreasonable control or for indirect, special or consequential damages.\n\n          (d)  All notices or other written communications hereunder shall be \nsent:\n\n     in the case of the Lockbox Bank, to:\n\n               -------------------------\n               -------------------------\n               -------------------------\n               -------------------------\n\n\n                                  Exhibit F-3\n\n\n     in the case of the Company, to:\n\n               -------------------------\n               -------------------------\n               -------------------------\n               -------------------------\n\n\n     in the case of the Collateral Agent, to:\n\n               -------------------------\n               -------------------------\n               -------------------------\n               -------------------------\n\n          (e)  The Lockbox Bank shall not assert, claim or endeavor to \nexercise any right of set-off or banker's lien against any funds which may at \nany time be deposited in the Lockbox Account, or any items or proceeds \nthereof that come into the Lockbox Bank's possession in connection with this \nAgreement, except to the extent otherwise provided in the last sentence of \nSection 1(g) and except for fees payable pursuant to Section 3(b).\n\n          (f)  During the term of the Security Agreement, this Agreement may \nbe terminated only by the Lockbox Bank, and then only upon written notice to \nthe other parties; PROVIDED that such termination shall not be effective \nuntil the earlier of (i) such time as a successor bank shall have been \nappointed and shall have accepted the responsibilities, duties and \nobligations of the Lockbox Bank under this Agreement and (ii) 5:00 P.M. (New \nYork time) on the 60th day after receipt of such written notice.  In the \nevent that the Lockbox Bank receives remittances following such termination, \nit will forward such remittances to such successor bank (or, if no successor \nbank has been appointed and shall have accepted the responsibilities, duties \nand obligations of the Lockbox Bank under this Agreement, then as directed by \nthe Collateral Agent) and the Company shall compensate the Lockbox Bank for \nsuch services at the price agreed to pursuant to Section 3(b) hereof.\n\n          (g)  Neither this Agreement nor any provision hereof may be \nchanged, amended, modified or waived orally, but only by an instrument in \nwriting signed by the parties hereto.\n\n          (h)  This Agreement shall be governed by and construed in \naccordance with the laws of the State of New York.\n\n          (i)  This Agreement shall be binding upon and shall inure to the \nbenefit of the parties hereto and their respective successors and assigns.\n\n          (j)  This Agreement may be executed in any number of counterparts \nwhich together shall constitute one and the same instrument.\n\n                                  Exhibit F-4\n\n\n          (k)  The Company agrees to pay, indemnify and hold the Lockbox Bank \nharmless from and against any and all liabilities, obligations, losses, \ndamages, penalties, actions, judgments, suits, costs, expenses or \ndisbursements of any kind or nature whatsoever (including, without \nlimitation, legal fees) with respect to the performance of this Agreement by \nthe Lockbox Bank or of its directors, officers, agents or employees, unless \narising from its or such natural persons' own gross negligence or willful \nmisconduct.  The provisions of this paragraph shall survive termination of \nthis Agreement.\n\n     IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be \nduly executed and delivered by their respective officers thereunto duly \nauthorized as of the date first above written.\n\n                              JATO COMMUNICATIONS CORP.\n\n                              By:       \n                                 ------------------------------------\n                                 Name:     \n                                 Title:    \n\n                              [BANK]\n\n                              By:       \n                                 ------------------------------------\n                                 Name:     \n                                 Title:    \n\n                              STATE STREET BANK AND TRUST COMPANY,\n                              as Collateral Agent\n\n                              By:       \n                                 ------------------------------------\n                                 Name:     \n                                 Title:    \n\n\n\n                                       \n                                  Exhibit F-5\n\n\n                                                                      EXHIBIT G\n                                                          TO SECURITY AGREEMENT\n\n                                          \n                [FORM OF SECURITIES ACCOUNT CONTROL AGREEMENT]\n                                          \n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n                                  Exhibit G-1\n\n\n                                                                    EXHIBIT G TO\n                                                              SECURITY AGREEMENT\n                                                                        (PARENT)\n                                          \n           [FORM OF SECURITIES ACCOUNT CONTROL AGREEMENT (PARENT)]\n                                          \n                SECURITIES ACCOUNT CONTROL AGREEMENT (PARENT)\n\n          This SECURITIES ACCOUNT CONTROL AGREEMENT (PARENT) (the \n\"AGREEMENT\"), dated as of July 14, 1999, by and among Jato Communications \nCorp., a Delaware corporation (the \"PARENT\"), Lehman Brothers Inc. (the \n\"SECURITIES INTERMEDIARY\"), and State Street Bank and Trust Company, as \nCollateral Agent (the \"COLLATERAL AGENT\") for the benefit of the Secured \nParties (as defined in the Credit Agreement referred to below).  Capitalized \nterms not otherwise defined herein shall have the meanings set forth in the \nCredit Agreement, dated as of July 14, 1999, among Jato Operating Corp., the \nParent, the lenders party thereto, the Collateral Agent and Lucent \nTechnologies Inc., as Administrative Agent, as amended, supplemented and \nmodified from time to time (the \"CREDIT AGREEMENT\"), and references herein to \nthe \"UCC\" are references to the Uniform Commercial Code as in effect in the \nState of New York.\n\n          WHEREAS, pursuant to the Security Agreement (Parent), the Parent \nhas granted a security interest in substantially all of its assets; and\n\n          WHEREAS, the Security Agreement (Parent) requires the Parent and \nthe Securities Intermediary to enter into this Agreement;\n\n          NOW THEREFORE, the parties hereto hereby agree, for good and \nvaluable consideration, the receipt and sufficiency of which are hereby \nacknowledged, as follows:\n\n          1.   ESTABLISHMENT OF SECURITIES ACCOUNT.  The Securities \nIntermediary hereby confirms that the Securities Intermediary has established \naccount number 833-79146-11394 under the name \"Jato Communications Corp. \npledge account for State Street Bank and Trust Company, as Collateral Agent\" \n(together with any successor accounts, the \"SECURITIES ACCOUNT\") for the \nParent.\n\n          2.   TREATMENT OF THE SECURITIES ACCOUNT.\n\n          (a)  The Securities Account is, and shall be treated as, a \n\"securities account\" within the meaning of Section 8-501 of the UCC.\n\n          (b)  The Securities Account is an account to which financial assets \nare or may be credited.\n\n          (c)  The Securities Intermediary shall treat the Collateral Agent \nas (i) entitled to exercise the rights that comprise any financial asset \ncredited to the Securities Account, and (ii) the \"entitlement holder\" (within \nthe meaning of Section 8-102 of the UCC), for the benefit of the \n\n\n\nSecured Parties, with respect to the Securities Account on the books and \nrecords of the Securities Intermediary.\n\n          (d)  All property delivered to the Securities Intermediary shall be \npromptly credited to the Securities Account.\n\n          (e)  All securities or other property (other than cash) capable of \nbeing issued or registered in the name of a Person or in bearer form \nunderlying any financial assets credited to the Securities Account shall be \nregistered in the name of \"Jato Communications Corp. pledge account for State \nStreet Bank and Trust Company, as Collateral Agent\" or indorsed to the \nSecurities Intermediary or in blank, and in no case shall any such financial \nasset credited to the Securities Account be registered in the name of the \nParent, payable to the order of the Parent or specially indorsed to the \nParent, except as provided in Section 5 hereof.\n\n          3.   \"FINANCIAL ASSETS\" ELECTION.  Each item of property (whether \ninvestment property, financial asset, security, instrument or cash or any \nother property of any kind) credited to the Securities Account shall be \ntreated as a \"financial asset\" (within the meaning of Section 8-102(a)(9) of \nthe UCC) under Article 8 of the UCC.\n\n          4.   CONTROL BY COLLATERAL AGENT.  Upon receipt of a Notice of \nExclusive Control, the Securities Intermediary shall: (i) comply with all \nnotifications it receives directing it to transfer or redeem any financial \nasset in the Securities Account (each an \"ENTITLEMENT ORDER\") originated by \nthe Collateral Agent without further consent by the Parent; and (ii) take \ndirections with respect to the Securities Account from the Collateral Agent.\n\n          5.   PARENT'S RIGHTS IN THE SECURITIES ACCOUNT.\n\n          (a)  Except as otherwise provided in this Section 5, the Securities \nIntermediary shall comply with Entitlement Orders originated by the Parent \nwithout further consent by the Collateral Agent.\n\n          (b)  If the Securities Intermediary shall have received from the \nCollateral Agent a notice of exclusive control substantially in the form of \nExhibit A attached (a \"NOTICE OF EXCLUSIVE CONTROL\"), the Securities \nIntermediary shall cease:\n\n               (i)  complying with Entitlement Orders or other directions\n     concerning the Securities Account originated by the Parent; and\n\n               (ii) distributing to the Parent earnings, income, dividends,\n     interest, or other distributions on investment property, instruments,\n     money, or other property credited to the Securities Account.\n\n          (c)  The Collateral Agent hereby agrees, solely for the benefit of \nthe Parent and its successors and assigns, that the Collateral Agent will not \nissue a Notice of Exclusive Control or any Entitlement Order unless an Event \nof Default has occurred and is continuing on such date. \n\n                                       2\n\n\n          (d)  Notwithstanding any contrary provisions hereof, unless and \nuntil the Securities Intermediary receives a Notice of Exclusive Control from \nthe Collateral Agent, (i) the Parent shall have the right to (1) trade and \nexercise rights over the Securities Account and (2) originate Entitlement \nOrders with respect to the Securities Account, including Entitlement Orders \nthat would require the Securities Intermediary to make a delivery to or for \nthe account of the Parent or any other Person and (ii) the Securities \nIntermediary shall handle, invest, disburse and dispose of all financial \nassets credited to the Securities Account in accordance with Entitlement \nOrders or other directions originated by the Parent.\n\n          (e)  Upon receipt of a Notice of Exclusive Control, the Securities \nIntermediary shall cease complying with any Entitlement Orders originated by \nthe Parent that would require the Securities Intermediary to make a delivery \nto or for the account of the Parent or any other Person, except where the \nCollateral Agent has confirmed in writing that such delivery is acceptable to \nthe Collateral Agent.\n\n          6.   SECURITIES INTERMEDIARY'S LIEN.  The Securities Intermediary \nagrees that, except for the payment of its fees, commissions and settlement \nof open orders, it will not assert any lien, encumbrance, claim or right \nagainst the Securities Account or any asset carried in the Securities Account.\n\n          7.   SECURITIES INTERMEDIARY'S RESPONSIBILITY.\n\n          (a)  The Securities Intermediary shall not be liable to the \nCollateral Agent (for the benefit of the Secured Parties) for complying with \nEntitlement Orders from the Parent that are received by the Securities \nIntermediary before the Securities Intermediary receives and has a reasonable \nopportunity to act on a Notice of Exclusive Control.\n\n          (b)  The Securities Intermediary shall not be liable to the Parent \nfor complying with a Notice of Exclusive Control or with Entitlement Orders \noriginated by the Collateral Agent, even if the Parent notifies the \nSecurities Intermediary that the Collateral Agent is not legally entitled to \nissue the Entitlement Order or Notice of Exclusive Control.\n\n          (c)  This Agreement does not create any obligation of the \nSecurities Intermediary except for those expressly set forth in this \nAgreement.  In particular, the Securities Intermediary need not investigate \nwhether the Collateral Agent is entitled under the Collateral Agent's \nagreements with the Parent to give an Entitlement Order or a Notice of \nExclusive Control.  The Securities Intermediary may rely on notices and \ncommunications that it believes were given by the appropriate party.\n\n          8.   STATEMENTS, CONFIRMATIONS, AND NOTICES OF ADVERSE CLAIMS.  The \nSecurities Intermediary shall provide to the Collateral Agent duplicate \ncopies of all statements, confirmations and other communications sent by the \nSecurities Intermediary to the Parent.  Except for the claims and interests \nof the Collateral Agent (for the benefit of the Secured Parties) and of the \nParent, the Securities Intermediary does not know of any claim to, or \ninterest in, the Securities Account or in any financial assets credited \nthereto.  If any person asserts any lien, encumbrance or adverse claim \n(including any writ, garnishment, judgment, warrant of attachment, execution \nor similar process) against the Securities Account or in any financial asset \n\n                                       3\n\n\ncredited thereto, the Securities Intermediary shall notify the Collateral \nAgent and the Parent thereof promptly after becoming aware thereof.\n\n          9.   REPRESENTATIONS, WARRANTIES, AND COVENANTS OF THE SECURITIES \nINTERMEDIARY.  The Securities Intermediary hereby represents, warrants and \ncovenants that:\n\n          (a)  The Securities Account has been or shall be established as \ndescribed in Section 1 above, and the Securities Account shall be maintained \nin the manner set forth herein until termination of this Agreement.  The \nSecurities Intermediary shall not change the name or account numbers of the \nSecurities Account without the prior written consent of the Collateral Agent.\n\n          (b)  No financial asset is registered in the name of the Parent, or \npayable to the Parent's order, or specifically indorsed to the Parent, except \nto the extent that such financial asset has been indorsed to the Securities \nIntermediary or in blank.  Except as otherwise provided in Section 5 hereof, \nno financial asset shall be registered in the name of the Parent or payable \nto the Parent's order or specially indorsed to the Parent, except to the \nextent that such financial asset has been indorsed to the Securities \nIntermediary or in blank.\n\n          (c)  This Agreement is the valid and legally binding obligation of \nthe Securities Intermediary.\n\n          (d)  Other than this Agreement, (i) the Securities Intermediary has \nnot entered into, and until the termination of this Agreement shall not enter \ninto, any agreement with any other Person relating to the Securities Account \nand\/or any financial assets credited thereto pursuant to which it has agreed \nto comply with Entitlement Orders of such Person; and (ii) the Securities \nIntermediary has not entered into any other agreement with the Parent or the \nCollateral Agent purporting to limit or condition the obligation of the \nSecurities Intermediary to comply with Entitlement Orders as set forth in \nSection 4 and Section 5 hereof; provided that, the Collateral Agent \nacknowledges that the Security Account is managed on a discretionary basis by \nthe Securities Intermediary on behalf of the Parent.\n\n          10.  INDEMNITY.  The Parent hereby indemnifies and agrees to defend \nand hold harmless the Securities Intermediary, its officers, directors, \nemployees, and agents against claims, liabilities, and expenses arising out \nof this Agreement (including attorneys' fees and disbursements), except to \nthe extent that such claims, liabilities, or expenses are caused by or arise \nfrom the Securities Intermediary's gross negligence or willful misconduct.\n\n          11.  GOVERNING LAW.  This Agreement and the Securities Account \nshall be governed by the laws of the State of New York. Regardless of any \nprovisions in any other agreement, for purposes of the UCC, New York shall be \ndeemed to be the jurisdiction of the Securities Intermediary with respect to \nthe Securities Account and Entitlement Orders related thereto.\n\n          12.  CONSENT TO JURISDICTION; WAIVER OF JURY TRIAL.\n\n          (a)  THE PARENT IRREVOCABLY CONSENTS THAT ANY LEGAL ACTION OR \nPROCEEDING BY THE COLLATERAL AGENT AGAINST IT UNDER, \n\n                                       4\n\n\nARISING OUT OF OR IN ANY MANNER RELATING TO THIS AGREEMENT OR ANY TRANSACTION \nRELATED HERETO MAY BE BROUGHT IN ANY COURT OF THE STATE OF NEW YORK, COUNTY \nOF NEW YORK, OR IN THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT \nOF NEW YORK.  THE PARENT, BY THE EXECUTION AND DELIVERY OF THIS AGREEMENT, \nEXPRESSLY AND IRREVOCABLY ASSENTS AND SUBMITS TO THE PERSONAL JURISDICTION OF \nANY OF SUCH COURTS IN ANY SUCH ACTION OR PROCEEDING.  AS AN ALTERNATIVE \nMETHOD OF SERVICE, THE PARENT FURTHER IRREVOCABLY CONSENTS TO THE SERVICE OF \nANY COMPLAINT, SUMMONS, NOTICE OR OTHER PROCESS RELATING TO ANY SUCH ACTION \nOR PROCEEDING BY DELIVERY THEREOF TO IT BY HAND OR BY MAIL IN THE MANNER \nPROVIDED FOR IN SECTION 17 HEREOF.  THE PARENT HEREBY EXPRESSLY AND \nIRREVOCABLY WAIVES ANY CLAIM OR DEFENSE IN ANY SUCH ACTION OR PROCEEDING \nBASED ON ANY ALLEGED LACK OF PERSONAL JURISDICTION, IMPROPER VENUE OR FORUM \nNON CONVENIENS OR ANY SIMILAR BASIS.  THE PARENT SHALL NOT BE ENTITLED IN ANY \nSUCH ACTION OR PROCEEDING TO ASSERT ANY DEFENSE GIVEN OR ALLOWED UNDER THE \nLAWS OF ANY STATE OTHER THAN THE STATE OF NEW YORK UNLESS SUCH DEFENSE IS \nALSO GIVEN OR ALLOWED BY THE LAWS OF THE STATE OF NEW YORK.  NOTHING IN THIS \nSECTION 12 SHALL AFFECT OR IMPAIR IN ANY MANNER OR TO ANY EXTENT THE RIGHT OF \nTHE COLLATERAL AGENT OR ANY OTHER SECURED PARTY TO COMMENCE LEGAL PROCEEDINGS \nOR OTHERWISE PROCEED AGAINST THE PARENT IN ANY JURISDICTION OR TO SERVE \nPROCESS IN ANY MANNER PERMITTED BY LAW.\n\n          (b)  EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ALL RIGHT \nTO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR \nRELATING TO THIS AGREEMENT OR ANY TRANSACTION RELATING HERETO.\n\n          13.  ENTIRE AGREEMENT.  This Agreement is the entire agreement, and \nsupersedes any prior agreements and contemporaneous oral agreements, of the \nparties concerning its subject matter.\n\n          14.  AMENDMENTS.  No amendment or modification of this Agreement or \nwaiver of any right hereunder shall be binding on any party hereto unless it \nis in writing and is signed by all of the parties hereto.\n\n          15.  SEVERABILITY.  To the extent a provision of this Agreement is \nunenforceable, this Agreement shall be construed, to the maximum extent \npermitted by applicable law, as if the unenforceable provision were omitted.\n\n          16.  SUCCESSORS.  The terms of this Agreement shall be binding \nupon, and shall inure to the benefit of, the parties hereto and their \nrespective successors and assigns.\n\n          17.  NOTICES.  All notices and other communications required or \npermitted to be given hereunder shall be in writing, shall be addressed as \nprovided below and shall be considered as properly given (a) if delivered in \nperson, (b) if mailed by first class United States mail, \n\n                                       5\n\n\npostage prepaid, registered or certified with return receipt requested or (c) \nif sent by prepaid facsimile transmission confirmed by telephone.  Notice so \ngiven shall be effective upon receipt by the addressee, except that \ncommunication or notice so transmitted by facsimile transmission and \nconfirmed by telephone shall be deemed to have been validly and effectively \ngiven on the day (if a Business Day and, if not, on the next following \nBusiness Day) on which it is transmitted by facsimile and confirmed by \ntelephone before 4:00 p.m., recipient's time, and if transmitted by facsimile \nand confirmed by telephone after that time, on the next following Business \nDay; PROVIDED, HOWEVER, that if any notice is tendered to an addressee and \nthe delivery thereof is refused by such addressee, such notice shall be \neffective upon such tender.  Any party shall have the right to change its \naddress for notice hereunder to any other location within the continental \nUnited States by giving of thirty (30) days' notice to the other parties in \nthe manner set forth hereinabove.  Any communications between the parties \nhereto or notices provided herein may be given to the following addresses:\n\n          (1)  Collateral Agent:   State Street Bank and Trust Company\n                                   2 Avenue de Lafayette\n                                   Boston, MA 02111-174\n                                   Attention:   Global Investor Services Group\n                                                Corporate Trust\n                                   Telecopy No.:  (617) 664-1465\n\n               Copy to:            Lucent Technologies Inc.\n                                   283 King George Road\n                                   Warren, NJ  07059\n                                   Attention:  Assistant Treasurer - Project\n                                   Finance\n                                   Telecopy No.:  (908) 559-1711\n\n          (2)  Parent:             Jato Communications Corp.\n                                   1099 18th Street\n                                   Suite 800\n                                   Denver, CO  80202\n                                   Attention:  Vice President of Finance\n                                   Telecopy No.:  (303) 226-8305\n\n               Copy to:            Cooley Godward LLP\n                                   2595 Canyon Boulevard\n                                   Suite 250\n                                   Boulder, CO  80302\n                                   Attention:  Rex R. O'Neal, Esq.\n                                   Telecopy No.:  (303) 546-4099\n\n\n                                       6\n\n\n          (3)  Securities\n               Intermediary:       Lehman Brothers Inc.\n                                   555 California Street\n                                   30th Floor\n                                   San Francisco, CA  94104\n                                   Attention:  William E. Welsh III, Branch\n                                   Manager\n                                   Telecopy No.:  (415) 263-4400\n\n          18.  TERMINATION.  The rights and powers granted herein to the \nCollateral Agent have been granted in order to perfect its security interests \nin the Securities Account for the benefit of the Secured Parties, are powers \ncoupled with an interest and shall be affected neither by the bankruptcy of \nthe Parent nor by the lapse of time.  The obligations of the Securities \nIntermediary hereunder shall continue in effect until the Partial Termination \nDate and the Collateral Agent has notified the Securities Intermediary of \nsuch event in writing.\n\n          19.  COUNTERPARTS.  This Agreement may be executed in any number of \ncounterparts and by the different parties hereto on separate counterparts, \neach of which, when so executed and delivered, shall be an original, but all \nsuch counterparts shall together constitute but one and the same instrument.\n\n          20.  HEADINGS.  Section headings have been inserted in this \nAgreement as a matter of convenience for reference only, and it is agreed \nthat such section headings are not a part of this Agreement and shall not be \nused in the interpretation of any provision of this Agreement.\n                                          \n                                          \n                                          \n                       (Signatures Follow on Next Page)\n                                          \n                                          \n\n\n\n                                       7\n\n\n          IN WITNESS WHEREOF, the parties have caused this Securities Account \nControl Agreement to be duly executed by their duly authorized \nrepresentatives as of the day and year first above written.\n\n                              JATO COMMUNICATIONS CORP.\n                              \n                              \n                              By  \n                                   --------------------------------\n                                   Name:\n                                   Title:\n                              \n                              \n                              STATE STREET BANK AND TRUST COMPANY,\n                               as Collateral Agent\n                              \n                              \n                              By:  \n                                   --------------------------------\n                                   Name:\n                                   Title:\n                              \n                              \n                              \n                              LEHMAN BROTHERS INC.,\n                                as Securities Intermediary\n                              \n                              \n                              By:  \n                                   --------------------------------\n                                   Name:\n                                   Title:\n\n\n                                       \n                                   EXHIBIT A\n                                       \n                     [Letterhead of the Collateral Agent]\n                                          \n                                    [Date]\n                                          \n\nLEHMAN BROTHERS INC.\n555 California Street\n30th Floor\nSan Francisco, CA  94104\nAttention:  William E. Welsh, Branch Manager\n\n\n                          Notice of Exclusive Control\n\nLadies and Gentlemen:\n\n     As referenced in the Securities Account Control Agreement (Parent), \ndated as of July 14, 1999, among Jato Communications Corp., Lehman Brothers \nInc. and State Street Bank and Trust Company, as Collateral Agent (a copy of \nwhich is attached), we hereby give you notice of our exclusive control over \nsecurities account number 833-79146-11394 (the \"SECURITIES ACCOUNT\") and all \nfinancial assets, cash and instruments credited thereto.  You are hereby \ninstructed not to accept any direction, instruction or entitlement order with \nrespect to the Securities Account or the financial assets, cash and \ninstruments credited thereto from any person other than the undersigned.\n\n          You are instructed to deliver a copy of this notice by facsimile \ntransmission to Jato Communications Corp.\n\n                              Very truly yours,\n\n\n                              STATE STREET BANK AND TRUST COMPANY, as Collateral\n                              Agent\n\n                              By:  \n                                   --------------------------------\n                                   Title\n\n<\/caption><\/caption><\/caption><\/caption><\/caption><\/caption><\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[7934,8089,8935],"corporate_contracts_industries":[9415,9516,9519],"corporate_contracts_types":[9561,9560],"class_list":["post-40975","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-jato-communications-corp","corporate_contracts_companies-lucent-technologies-inc","corporate_contracts_companies-state-street-corp","corporate_contracts_industries-financial__banks","corporate_contracts_industries-telecommunications__equipment","corporate_contracts_industries-telecommunications__telephone","corporate_contracts_types-finance__credit","corporate_contracts_types-finance"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/40975","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=40975"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=40975"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=40975"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=40975"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}