WWW.EXFILE.COM, INC. -- 13922 -- DSL.NET, INC. -- EXHIBIT 10.5 TO FORM 10-Q


    EXHIBIT
      10.5

     

    SUBORDINATION
      AGREEMENT

    This
      SUBORDINATION AGREEMENT, dated as of November 2, 2005 (this
“Agreement”),
      is
      entered into among Laurus Master Fund, Ltd. (“Laurus”),
      as First Lien Collateral Agent
      and as First Lien Lender (each, as defined below), DunKnight Telecom Partners,
      LLC, a Delaware limited liability company, as Second Lien Collateral Agent
      (as
      defined below), the Second Lien Lenders referred to below, and DSL.net, Inc.,
      a
      Delaware corporation (the “Borrower”),
      for itself and on behalf of
      its Subsidiaries (as defined in the Laurus Security Agreement referred to
      below).

    WITNESSETH:

    WHEREAS,
      Laurus (individually, a “First Lien
      Lender” and, together with its successors and
      assigns, the “First Lien
      Lenders”) and Borrower have entered into a
      Security Agreement, dated as of August 31, 2004, (as such agreement may be
      amended, amended and restated, supplemented or otherwise modified, from time
      to
      time by the parties thereto, the “Laurus Security
      Agreement”), pursuant to which the First Lien
      Lender has made loans and extended other financial accommodations to the
      Borrower on a secured basis; and

    WHEREAS,
      DunKnight Telecom Partners, LLC ( the “Second Lien Lender” and
      together within
      its successors and assigns, the “Second Lien
      Lenders”) and Borrower have entered into that
      certain Securities Purchase Agreement, dated as of November 1, 2005 (as amended,
      amended and restated, supplemented or otherwise modified from time to time
      by
      the parties thereto, the “Purchase
      Agreement”), pursuant to which the Second Lien
      Lenders have agreed to purchase certain 18% Secured Debentures due August 2,
      2006 (the “Investor
      Notes) from the Borrower.

    WHEREAS,
      the Borrower, certain Subsidiaries of the Borrower parties thereto, and
      the Second Lien Lenders and the Second Lien Collateral Agent are parties to
      an
      Agency, Guaranty and Security Agreement, dated as of November 2, 2005 (as
      amended, amended and restated, supplemented or otherwise modified, from time
      to
      time by the parties thereto, the “Agency
      Agreement”), securing the obligations of the
      Borrower owing to the Second Lien Lenders under and in respect of the Investor
      Notes; and

    WHEREAS,
      it is a condition to the effectiveness of the Agency Agreement and the
      Purchase Agreement and the continued extension by Laurus of loans and other
      financing accommodations to the Borrower pursuant to the terms of the Laurus
      Security Agreement that this Agreement be executed and delivered by the parties
      hereto to set forth the terms of the respective rights of the First Lien
      Claimholders (as defined below), on the one hand, and the Second Lien
      Claimholders (as defined below), on the other hand, and the application of
      any
      proceeds and certain other matters; and

    NOW,THEREFORE,
      in consideration of the foregoing, the mutual covenants and obligations
      herein set forth and for other good and valuable consideration, the adequacy
      and
      receipt of which are hereby acknowledged, and in reliance upon the
      representations, warranties and covenants herein contained, the parties hereto,
      intending to be legally bound, hereby agree as follows:

    
      	
               

            	
              Section
                1.

            	
              Definitions

            


    

    Unless
      otherwise defined herein, terms defined in the Laurus Security
      Agreement and used herein shall have the meanings specified in the Laurus
      Security Agreement. In addition, as used in this Agreement, the following terms
      shall have the following meanings (such meanings to be equally applicable to
      both the singular and the plural form of the terms indicated):

     

     

    
      
        

      

    

     

     

    “Adequate
      Protection” means “adequate protection” under
      Section 361, 362, 363 or 364 of the Bankruptcy Code.

    “Agency
      Agreement” has the meaning set forth in the recitals
      hereto.

    “Agreement”
      has the meaning set forth in the recitals hereto.

    “Bankruptcy
      Code” means 11 U.S.C. §§ 101 etseq.

    “Borrower”
      has the meaning set forth in the recitals hereto, and shall include any
      successor in interest thereto.

    “Claimholders”
      means, collectively, the First Lien Claimholders and the Second Lien
      Claimholders.

    “Common
      Collateral” means (a) all trade accounts
      receivable, and other book debts and other forms of obligations associated
      with
      all trade accounts receivable (other than forms of obligations evidenced by
      Chattel Paper (as defined in the UCC) or Instruments (as defined in the UCC)
      relating thereto)(including any right to receive payment for the sale of a
      product owned by the Borrower or the provision of services by the Borrower),
      now
      or hereafter owned by the Borrower; (b) all collateral security of any kind
      given by the Borrower or any other Person with respect to the foregoing; (c)
      all
      supporting obligations (as defined in the UCC); (d) the Deposit Account, no.
      9429398649, maintained at Fleet National Bank, a national banking association
      organized under the laws of the United States and having its principal place
      of
      business at 100 Federal Street, Boston, Massachusetts and any funds on deposit
      therein; (e) all Books and Records relating to each of the foregoing; (f) all
      proceeds of all or any of the foregoing and (g) any tort claims or other claims
      and other rights to payment, including insurance claims against third parties,
      relating to each of the foregoing.

    “Collateral
      Document” means any First Lien Collateral
      Document or Second Lien Collateral Document, as the context may
      require.

    “Debtor
      Relief
      Laws” means the Bankruptcy Code, and all other
      liquidation, conservatorship, bankruptcy, general assignment for the benefit
      of
      creditors, moratorium, rearrangement, receivership, insolvency, reorganization,
      or similar debtor relief Laws of the United States or other applicable
      jurisdictions from time to time in effect and affecting the rights of creditors
      generally.

    “Disposition”
      or “Dispose” means
      the sale, transfer, license, lease or other disposition
      (including any sale and leaseback transaction) of any property by any Person,
      including any sale, assignment, transfer or other disposal, with or without
      recourse, of any notes or accounts receivable or any rights and claims
      associated therewith.

    “First
      Lien
      Claimholders” means, at any relevant time, the
      holders of the First Lien Obligations outstanding at such time.

    “First
      Lien Collateral
      Agent” means the First Lien Collateral Agent
      referred to herein and any successor agent thereto, or if there is no acting
      First Lien Collateral Agent under the Laurus Security Agreement and the
      Ancillary Agreements, First Lien Lenders holding more than 80% of the sum of
      the
      aggregate unpaid principal amount of the Notes outstanding.

     

     

    
      2

      
        

      

    

     

     

    “First
      Lien Collateral
      Documents” means the Laurus Security Agreement
      and any Ancillary Documents executed in favor of the First Lien Collateral
      Agent
      and creating or purporting to create a Lien in respect of the First Lien
      Obligations on the Common Collateral.

    “First
      Lien
      Lenders” has the meaning set forth in the
      recitals hereto.

    “First
      Lien
      Obligations” means all of Obligations owing to
      the First Lien Lenders under the Laurus Security Agreement and the Ancillary
      Agreements.

    “Governmental
      Authority” means any nation or government, any
      state, province, city, municipal entity or other political subdivision thereof,
      and any governmental, executive, legislative, judicial, administrative or
      regulatory agency, department, authority, instrumentality, commission, board
      or
      similar body, whether federal, state, territorial, local or foreign.

    “Insolvency
      or Liquidation
      Proceeding” means (a) any voluntary or
      involuntary case or proceeding under any Debtor Relief Laws with respect to
      the
      Borrower or any of its Subsidiaries, (b) any other voluntary or involuntary
      insolvency, reorganization or bankruptcy case or proceeding, or any receivership
      or other similar case or proceeding with respect to the Borrower or any of
      its
      Subsidiaries or with respect to any of their respective assets, (c) any
      liquidation, dissolution, reorganization or winding up of the Borrower or any
      of
      its Subsidiaries, whether voluntary or involuntary and whether or not involving
      insolvency or bankruptcy or (d) any general assignment for the benefit of
      creditors or any other marshaling of assets and liabilities of the Borrower
      or
      any of its Subsidiaries.

    “Investor
      Notes” has the meaning set forth in the recitals
      hereto.

    “Laurus”
      has the meaning set forth in the recitals hereto.

    “Laurus
      Security
      Agreement” has the meaning set forth in the
      recitals hereto.

    “Laws”
      means, collectively, all applicable international, foreign, Federal, state
      and
      local statutes, treaties, rules, guidelines, regulations, ordinances, codes
      and
      administrative or judicial precedents or authorities, including the
      interpretation or administration thereof by any Governmental Authority charged
      with the enforcement, interpretation or administration thereof, and all
      applicable administrative orders, directed duties, licenses, authorizations
      and
      permits of, and settlement agreements with, any Governmental Authority, in
      each
      case whether or not having the force of law.

    “Lien”
      means any mortgage, pledge, hypothecation, assignment, deposit arrangement,
      encumbrance, lien (statutory or other), charge, or preference, priority or
      other
      security interest or preferential arrangement in the nature of a security
      interest of any kind or nature whatsoever (including any conditional sale or
      other title retention agreement, any easement, right of way or other encumbrance
      on title to real property, and any financing lease having substantially the
      same
      economic effect as any of the foregoing).

    “Non-Common
      Collateral” means the Collateral (as defined in
      the Agency Agreement) excluding the Common Collateral

    “paid
      in full” and “payment
      in
      full” means, with respect to any and all First
      Lien Obligations, (a) payment in full thereof in cash (or otherwise
      to the
      written satisfaction of the First Lien Claimholders with respect to such First
      Lien Obligations), and (b) termination of the Loans and all other First Lien
      Obligations of the First Lien Claimholders under the Laurus Security Agreement
      and the Ancillary Agreements. 

     

     

    
      3

      
        

      

    

     

     

    “Purchase
      Agreement” has the meaning set forth in the
      recitals hereto.

    “Recovery”
      has the meaning set forth in Section
      6.3 hereof.

    “Required
      First Lien
      Lenders” means, at any time, First Lien Lenders
      holding at least 51% of the sum of the aggregate unpaid principal amount
      owing under the Notes outstanding.

    “Required
      Second Lien
      Lenders” means, at any time, Second Lien
      Lenders holding at least 51% of the sum of the aggregate unpaid principal
      amount owing under the Investor Notes outstanding.

    “Second
      Lien
      Claimholders” means, at any relevant time, the
      holders of the obligations owing to the Second Lien Lenders under the Agency
      Agreement and the Investor Notes outstanding at such time.

    “Second
      Lien Collateral
      Agent” means the Second Lien Collateral Agent
      referred to herein and any successor agent thereto, or if there is no acting
      Second Lien Collateral Agent under the Agency Agreement and the Investor Notes,
      the Second Lien Lenders holding more than 80% of the sum of the aggregate unpaid
      principal amount of Investor Notes outstanding.

    “Second
      Lien Collateral
      Documents” means each security agreement,
      mortgage, cash collateral deposit letter, collateral assignment, pledge
      agreement and other similar agreement, instrument or document executed in favor
      of the Second Lien Collateral Agent and creating or purporting to a create
      a
      Lien in respect of the Second Lien Obligations.

    “Second
      Lien
      Lenders” has the meaning set forth in the
      recitals hereto.

    “Second
      Lien
      Obligations” means all of obligations owing to
      the Second Lien Lenders under the Agency Agreement and the Investor Notes and
      all related instruments and agreements.

    “Uniform
      Commercial
      Code” or “UCC”
      means the Uniform Commercial Code
      of the State of New York, as amended.

    
      	
               

            	
              Section
                2.

            	
              Lien
                Priorities

            
	
               

            	
              2.1

            	
              Relative
                Priorities

            	
               

            
	
            	
            	
            	
            	
            


    

    Notwithstanding
      the date, manner or order of grant, attachment or
      perfection of any Lien granted to the First Lien Collateral Agent or the First
      Lien Claimholders on the Common Collateral or of any Lien granted to the Second
      Lien Collateral Agent or the Second Lien Claimholders on the Common Collateral
      and notwithstanding any provision of the UCC, or any applicable Laws or decision
      or the Investor Notes, the Agency Agreement, the Laurus Security Agreement
      or
      any Ancillary Agreement or any other circumstance whatsoever (including, without
      limitation, any non-perfection of any Lien securing or purporting to secure
      the
      First Lien Obligations or the Second Lien Obligations), the Second Lien
      Collateral Agent and each Second Lien Claimholder and the First Lien Collateral
      Agent and each First Lien Claimholder agree that: (a) any Lien on the Common
      Collateral securing the First Lien Obligations now or hereafter held by or
      for
      the benefit of the First Lien Claimholders, regardless of how acquired, whether
      by grant, statute, operation of law, subrogation or otherwise, shall be senior
      in all respects and prior to any Lien on the Common Collateral securing the
      Second Lien Obligations; (b) any Lien on the Common Collateral securing the
      Second Lien Obligations now or hereafter held by or for the benefit of the
      Second Lien Claimholders, regardless of how acquired, whether by grant, statute,
      operation 

     

     

    
      4

      
        

      

    

     

    of
      law, subrogation or otherwise, shall be junior and subordinate in all
      respects to all Liens on the Common Collateral securing the First Lien
      Obligations, and (c) any Lien on the Non-Common Collateral securing the Second
      Lien Obligations now or hereafter held by or for the benefit of the Second
      Lien
      Claimholders, regardless of how acquired, whether by grant, statute, operation
      of law, subrogation or otherwise, shall be senior in all respects to all Liens,
      if any, on the Non-Common Collateral securing the First Lien Obligations. All
      Liens on the Common Collateral securing the First Lien Obligations shall be
      and
      remain senior to all Liens on the Common Collateral securing the Second Lien
      Obligations for all purposes, whether or not such Liens securing the First
      Lien
      Obligations are subordinated to any Lien securing any other obligation of the
      Borrower. All Liens on the Non-Common Collateral securing the Second Lien
      Obligations shall be and remain senior to all Liens, if any, on the Non-Common
      Collateral securing the First Lien Obligations for all purposes, whether or
      not
      such Liens securing the First Lien Obligations are subordinated to any Lien
      securing any other obligation of the Borrower.

    
      	
               

            	
              2.2

            	
              Prohibition
                on Contesting
                Liens

            


    

    Each
      of (a) the Second Lien Collateral Agent and each Second Lien
      Claimholder agrees that it shall not, and hereby waives any right to, contest,
      or support any other Person in contesting, in any proceeding (including, without
      limitation, any Insolvency or Liquidation Proceeding), the priority, validity
      or
      enforceability of any Lien held by the First Lien Collateral Agent or First
      Lien
      Claimholders in the Common Collateral, and (b) the First Lien Collateral Agent
      and each First Lien Claimholder agrees that it shall not, and hereby waives
      any
      right to, contest, or support any other Person in contesting, in any proceeding
      (including, without limitation, any Insolvency or Liquidation Proceeding),
      the
      priority, validity or enforceability of any Lien held by the Second Lien
      Collateral Agent or Second Lien Claimholders in the Non-Common Collateral.
      Each
      of the First Lien Collateral Agent and each First Lien Claimholder (by its
      acceptance of the benefits of the Laurus Security Agreement and the Ancillary
      Agreements) agrees that it shall not, and hereby waives any right to, contest,
      or support any other Person in contesting, in any proceeding (including, without
      limitation, any Insolvency or Liquidation Proceeding), the priority, validity
      or
      enforceability of any Lien held by the Second Lien Collateral Agent and/or
      the
      Second Lien Claimholders in the Common Collateral; provided that this Section
      2.2 shall not be construed to prevent or impair the
      rights of the First Lien Collateral Agent or First Lien Claimholders to enforce
      this Agreement, including without limitation, the priority of Liens in
Section 2.1 and the exercise of
      remedies in Section 3.1

    Section
      3.         Enforcement;
      Application of Proceeds of Collateral and Other
      Payments

    
      	
               

            	
              3.1

            	
              Exercise
                of Remedies

            


    

    The
      Second Lien Collateral Agent and each Second Lien Claimholder agrees
      that it shall not, with respect to the Second Lien Obligations, take or receive
      from or on behalf of the Borrower, directly or indirectly, in cash or other
      property or by setoff, counterclaim or in any other manner (whether pursuant
      to
      any enforcement, collection, execution, levy, foreclosure action or other
      proceeding or otherwise) any Common Collateral or any proceeds of Common
      Collateral, unless and until all First Lien Obligations have been paid in full
      in accordance with Section 3.2
      hereof. Without limiting the generality of the foregoing, unless and until
      the
      First Lien Obligations have been paid in full, except as expressly provided
      herein or in the Laurus Security Agreement, the sole right of the Second Lien
      Collateral Agent and the Second Lien Claimholders with respect to the Common
      Collateral is to hold a Lien on the Common Collateral pursuant to the Agency
      Agreement and the Investor Notes for the period and to the extent granted
      therein and to receive a share of the proceeds thereof, if any, after payment
      in
      full of the First Lien Obligations; provided
      however, that nothing in this paragraph shall be
      construed to impair the right of the Second Lien Claimholders to receive
      payments of principal, interest, fees and other amounts 

     

     

    
      5

      
        

      

    

     

    in
      respect of the Second Lien Obligations as provided for in the Agency
      Agreement and the Investor Notes, and to enforce the making of such payments
      by
      bringing suit at law with respect to any unpaid amounts of such payments. Each
      of the Second Lien Collateral Agent and the Second Lien Claimholders (i) further
      agrees that the Second Lien Collateral Agent and the other Second Lien
      Claimholders will not take any action that would hinder, delay, limit, impede
      or
      prohibit any exercise of remedies by the First Lien Collateral Agent to the
      extent related to satisfying the First Lien Obligations, including any
      collection, sale, lease, exchange, transfer or other Disposition of the Common
      Collateral, whether by foreclosure or otherwise, or that would limit,
      invalidate, avoid or set aside any Lien or Collateral Document securing or
      purporting to secure the First Lien Obligations or subordinate the priority
      of
      the First Lien Obligations to the Second Lien Obligations with respect to the
      Common Collateral or grant the Liens securing the Second Lien Obligations with
      respect to the Common Collateral equal in ranking to the Liens securing the
      First Lien Obligations and (ii) hereby waives any and all rights it may have
      (other than as specified herein) as a junior lien creditor or otherwise (whether
      arising under the UCC or under any other Law) to object to the manner in which
      the First Lien Collateral Agent or the First Lien Claimholders seek to enforce
      or collect the First Lien Obligations or the Liens now or hereafter granted
      in
      any Common Collateral to secure the First Lien Obligations, regardless of
      whether any action or failure to act by or on behalf of the First Lien
      Collateral Agent or the First Lien Claimholders is adverse to the interest
      of
      the Second Lien Claimholders. Notwithstanding the foregoing or anything else
      contained herein, (i) the Second Lien Collateral Agent and the other Second
      Lien
      Claimholders may sue upon any claim they may have with respect to the Non-Common
      Collateral (whether pursuant to an Insolvency or Liquidation Proceeding or
      otherwise) or take any action with respect to the Non-Common Collateral
      (including, without limitation, a Disposition of the Non-Common Collateral),
      the
      Borrower or any of its Subsidiaries or enforce their Lien in the Non-Common
      Collateral, without consent, notice or consultation with the First Lien
      Collateral Agent or any other First Lien Claimholder and (ii) the Second Lien
      Collateral Agent and the other Second Lien Claimholders may sue upon any claim
      they may have with respect to the Common Collateral (whether pursuant to an
      Insolvency or Liquidation Proceeding or otherwise) or take any action with
      respect to the Common Collateral (including, without limitation, a Disposition
      of the Common Collateral), the Borrower or any of its Subsidiaries or enforce
      their Lien in the Common Collateral, without consent, notice or consultation
      with the First Lien Collateral Agent or any other First Lien Claimholder if
      the
      First Lien Collateral Agent or any other First Lien Claimholders has not taken
      any of the actions specified in this clause (ii) with respect to the Common
      Collateral within 120 days after any First Lien Claimholder has knowledge of
      the
      occurrence of an Event of Default under the Laurus Security Agreement and such
      Event of Default shall not have been cured and/or waived within the 120-day
      period following the date on which such First Lien Claimholder has knowledge
      of
      the occurrence of such Event of Default; it being understood and agreed that
      for
      purposes of this Section 3.1, the
      First Lien Claimholders will be deemed to have knowledge of the occurrence
      of an
      Event of Default if any Second Lien Claimholder notifies a First Lien
      Claimholder of such occurrence. Any proceeds of Common Collateral recovered
      pursuant to the actions of the Second Lien Collateral Agent or the other Second
      Lien Claimholders pursuant to the foregoing clause (ii) shall be applied in
      the
      manner specified in Section 3.2
      and shall be subject to the provisions of Section
      4.1. 

    
      	
               

            	
              3.2

            	
              Application
                of Proceeds of Common
                Collateral

            


    

    All
      proceeds of Common Collateral received by the First Lien Collateral
      Agent (including, without limitation, any interest earned thereon) resulting
      from the sale, collection or other Disposition of Common Collateral in
      connection with any demand for payment or acceleration thereof, the exercise
      of
      any rights or remedies with respect to any Common Collateral securing the First
      Lien Obligations and the Second Lien Obligations or the commencement or
      prosecution of enforcement of any of the rights and remedies under, as
      applicable, the Laurus Security Agreement, the Ancillary Agreements, the Agency
      Agreement or the Investor Notes, or applicable Law, including without limitation
      the exercise of any rights of set-off or recoupment, and the exercise of any
      rights or remedies of 

     

     

    
      6

      
        

      

    

     

    a
      secured creditor under the UCC of any applicable jurisdiction or under
      the Bankruptcy Code shall be applied to the First Lien Obligations and Second
      Lien Obligations as follows:

    First,
      to payment of that portion of the First
      Lien Obligations constituting fees, indemnities, expenses and other amounts
      (including the reasonable fees and expenses of counsel) payable to the First
      Lien Collateral Agent in its capacity as such;

    Second,
      to payment of that portion of the First
      Lien Obligations constituting fees payable to the First Lien Lenders, ratably
      among them in proportion to the amounts described in this clauseSecond
      payable
      to them;

    Third,
      to payment of that portion of the First
      Lien Obligations constituting indemnities and other amounts (other than fees,
      principal and interest) payable to the First Lien Lenders (including the
      reasonable fees and expenses of counsel), ratably among them in proportion
      to
      the amounts described in this clauseThird payable
      to them;

    Fourth,
      to payment of that portion of the First
      Lien Obligations constituting accrued and unpaid interest on the Loans, ratably
      among the First Lien Lenders in proportion to the respective amounts described
      in this clauseFourth
      payable to them;

    Fifth,
      to payment of that portion of the First
      Lien Obligations constituting unpaid principal of the Loans, ratably under
      this
clauseFifth
      among the First Lien Lenders in proportion to the aggregate amounts of
      such Loans owing to First Lien Lenders then due and payable;

    Sixth,
      to payment of that portion of the Second
      Lien Obligations constituting fees, indemnities, expenses and other amounts
      (including the reasonable fees and expenses of counsel) payable to the Second
      Lien Collateral Agent in its capacity as such;

    Seventh,
      to payment of all other Second Lien
      Obligations of the Borrower and its Subsidiaries owing under or in respect
      of
      the Agency Agreement and the Investor Notes, including, without limitation,
      fees, unpaid principal, accrued and unpaid interest, indemnities and other
      amounts (including the reasonable fees and expenses of counsel) that are due
      and
      payable to the Second Lien Collateral Agent and the Second Lien Lenders, ratably
      based upon the respective aggregate amounts of all such Second Lien Obligations
      owing to the Second Lien Lenders on such date;

    Last,
      the balance, if any, after all of the First
      Lien Obligations and Second Lien Obligations have been paid in full, to the
      Borrower or as otherwise required by Law.

    
      	
               

            	
              Section
                4.

            	
              Payments

            
	
               

            	
              4.1

            	
              Payments
                Over

            	
               

            
	
            	
            	
            	
            	
            


    

    Unless
      and until all First Lien Obligations shall have been paid in full,
      any Common Collateral or proceeds thereof or any payment received by the Second
      Lien Collateral Agent or any Second Lien Claimholder from proceeds of the Common
      Collateral shall be segregated and held in trust and forthwith paid over to
      the
      First Lien Collateral Agent for application to the First Lien Obligations and
      Second Lien Obligations in the priority set forth in Section 3.2 in the same form as
      received, with
      any necessary endorsements or as a court of competent jurisdiction may otherwise
      direct. The First Lien Collateral Agent is hereby authorized to make any such
      endorsements as agent for the Second Lien 

     

     

    
      7

      
        

      

    

     

     

    Collateral
      Agent or any such Second Lien Claimholder. This authorization
      is coupled with an interest and is irrevocable.

    
      	
               

            	
              4.2

            	
              Permitted
                Payments and Prepayments of Second Lien
                Obligations

            


    

    (a)          Notwithstanding
      anything to the contrary in this Agreement, the Borrower
      shall be entitled to make the required payments of interest and principal and
      other amounts due in respect of the Second Lien Obligations in accordance with,
      and shall otherwise be bound in all respects by, the terms of the Agency
      Agreement and the Investor Notes.

    (b)          Notwithstanding
      the foregoing provisions of Section 3.2 and Section
      4.1, optional prepayments made pursuant to the terms
      of
      the Investor Notes may be made and applied to the Second Lien Obligations as
      specified therein.

    
      	
               

            	
              Section
                5.

            	
              Other
                Agreements

            	
               

            
	
               

            	
              5.1

            	
              Amendments
                to Second Lien Collateral Documents

            
	
            	
            	
            	
            	
            


    

    Without
      the prior written consent of the First Lien Collateral Agent, no
      provision of any Second Lien Collateral Document relating to the Common
      Collateral may be amended, supplemented or otherwise modified or entered into
      to
      the extent such amendment, supplement or modification, or the terms of any
      new
      Second Lien Collateral Document, would contravene the provisions of this
      Agreement. 

    
      	
               

            	
              5.2

            	
              Rights
                As Unsecured
                Creditors

            


    

    Except
      as otherwise set forth in Section
      3.1 of this Agreement but subject to the penultimate
      sentence of Section 3.1, the
      Second Lien Collateral Agent and the Second Lien Claimholders may exercise
      rights and remedies as secured creditors as to the Non-Common Collateral and
      as
      unsecured creditors against the Borrower in accordance with the terms of the
      Agency Agreement, the Investor Notes and applicable Law. Except as otherwise
      set
      forth in Section 3.1 of this
      Agreement, the First Lien Collateral Agent and the First Lien Claimholders
      may
      exercise rights and remedies as secured creditors as to the Common Collateral
      and as unsecured creditors against the Borrower in accordance with the terms
      of
      the Laurus Security Agreement, the Ancillary Agreements referred to therein
      and
      applicable Law. Except as otherwise set forth in Section 3.1 of this Agreement,
      nothing in this Agreement shall prohibit the receipt by the Second Lien
      Collateral Agent or any Second Lien Claimholder of the required payments of
      interest and principal and other amounts due in respect of the Second Lien
      Obligations so long as such receipt is not the direct or indirect result of
      the
      exercise by the Second Lien Collateral Agent or any Second Lien Claimholders
      of
      rights or remedies as a secured creditor against the Common Collateral or
      enforcement in contravention of this Agreement, the Agency Agreement or the
      Investor Notes of any Lien held by any of them in the Common Collateral. Except
      as otherwise set forth in Section 3.1 of this Agreement, nothing
      in this Agreement shall prohibit the receipt
      by the First Lien Collateral Agent or any First Lien Claimholder of the required
      payments of interest and principal and other amounts due in respect of the
      First
      Lien Obligations so long as such receipt is not the direct or indirect result
      of
      the exercise by the First Lien Collateral Agent or any First Lien Claimholders
      of rights or remedies as a secured creditor against the Non-Common Collateral
      or
      enforcement in contravention of this Agreement, the Laurus Security Agreement
      or
      the Ancillary Agreements referred to therein of any Lien held by any of them
      in
      the Non-Common Collateral.

     

     

    
      8

      
        

      

    

     

     

    
      	
               

            	
              5.3

            	
              First
                Lien Collateral Agent as Bailee; Representative;
                Relationship

            


    

    (a)          The
      First Lien Collateral Agent agrees to hold the Common Collateral that
      is in its possession or “control” (as defined in the UCC) (or in the possession
      or “control” of its agents or bailees) as bailee or as agent, as the case may
      be, for the Second Lien Collateral Agent and any assignee solely for the purpose
      of perfecting the security interest granted in such Collateral to the Second
      Lien Collateral Agent pursuant to the Agency Agreement or other applicable
      Collateral Documents, subject to the terms and conditions of this
Section 5.3. For the avoidance of
      doubt, solely for purposes of perfecting the Liens in favor of the Second Lien
      Collateral Agent, the First Lien Collateral Agent agrees that it shall be the
      agent of the Second Lien Collateral Agent with respect to any Deposit Accounts
      or other documents or instruments included in the Common Collateral that are
      controlled or held by the First Lien Collateral Agent.

    (b)          Except
      as otherwise expressly provided for herein, until the First Lien
      Obligations are paid in full, the First Lien Collateral Agent shall be entitled
      to deal with the Common Collateral in accordance with the terms of this
      Agreement, the Laurus Security Agreement and the Ancillary Agreements as if
      the
      Liens of the Second Lien Claimholders under the Agency Agreement and Investor
      Notes did not exist. The rights of the Second Lien Collateral Agent and the
      Second Lien Claimholders with respect to the Common Collateral shall at all
      times be subject to the terms of this Agreement.

    (c)          The
      First Lien Collateral Agent shall have no obligation whatsoever to
      the Second Lien Collateral Agent or any Second Lien Claimholder to assure that
      the Common Collateral is genuine or owned by the Borrower or to preserve the
      rights or benefits of any Person.

    (d)          Neither
      the First Lien Collateral Agent nor any First Lien Claimholder
      shall have by reason of the Laurus Security Agreement, the Ancillary Agreements,
      this Agreement or any other document a fiduciary relationship in respect of
      the
      Second Lien Collateral Agent or any Second Lien Claimholder (each of the First
      Lien Claimholders so agreeing by its acceptance of the benefits of the Laurus
      Security Agreement and the Ancillary Agreements). Neither the Second Lien
      Collateral Agent nor any Second Lien Claimholder shall have by reason of the
      Agency Agreement, the Investor Notes, this Agreement or any other document
      a
      fiduciary relationship in respect of the First Lien Collateral Agent or any
      First Lien Claimholder.

    (e)          Each
      First Lien Claimholder (by its acceptance of the benefits of the
      Laurus Security Agreement and the Ancillary Agreements) hereby authorizes the
      First Lien Collateral Agent, upon the payment in full of the First Lien
      Obligations, to deliver to the Second Lien Collateral Agent the Common
      Collateral held or received by it, together with any necessary endorsement
      and
      any other proceeds of Common Collateral held by it.

    (f)           The
      First Lien Collateral Agent and the Second Lien Collateral Agent
      shall each be entitled to rely upon any certificate, notice, consent or other
      instrument in writing (including any facsimile transmission) believed by such
      Agent to be genuine and correct and to have been signed or sent or made by
      or on
      behalf of a proper Person.

    
      	
               

            	
              5.4

            	
              Required
                Second Lien Lenders Consent to Certain
                Transactions

            


    

    (a)          Notwithstanding
      anything in the Laurus Security Agreement to the
      contrary, the Borrower agrees that, prior to the payment in full of the First
      Lien Obligations, no amendment of the Laurus Security Agreement or waiver of
      the
      terms of the Laurus Security Agreement shall be effective 

     

     

    
      9

      
        

      

    

     

    without
      the Borrower obtaining the consent to such amendment or waiver by
      the Required Second Lien Lenders if such amendment or waiver seeks the consent
      of any of the Lenders to increase the Capital Availability Amount to an
      aggregate amount in excess of $5,000,000.

    (b)          The
      First Lien Collateral Agent agrees not to subordinate any Lien on the
      Common Collateral to the Lien of any other creditor of the Borrower without
      the
      consent of the Required Second Lien Lenders.

    
      	
               

            	
              5.5

            	
              Actions
                in Connection with Certain Refinancings
                

            


    

    If,
      at any time concurrently with or after the First Lien Obligations are
      deemed for purposes of this Agreement “paid in full”, the Borrower enters into a
      Refinancing (as defined below) of any First Lien Obligation, then the
      obligations under such Refinancing shall automatically and immediately be
      treated as First Lien Obligations for all purposes of this Agreement, including
      for purposes of the Lien priorities and rights in respect of Common Collateral
      set forth herein, and the first lien collateral agent under the documents and
      other instruments evidencing such Refinancing (the “New First Lien Agent”) shall
      be deemed
      to be the First Lien Collateral Agent. Upon receipt of a notice stating that
      the
      Borrower has entered into a new loan document in connection with a Refinancing
      (which notice shall include the identity of the New First Lien Agent), the
      Second Lien Collateral Agent, with the consent of the Majority Investors (as
      defined in the Agency Agreement), shall promptly enter into such documents
      and
      agreements (including amendments or supplements to this Agreement) as the
      Borrower or such New First Lien Agent may reasonably request in order to provide
      to the New First Lien Agent the rights contemplated hereby, in each case
      consistent in all material respects with the terms of this Agreement. As used
      in
      this Section 5.5, the term
“Refinancing”
      means any modification, refinancing, refunding, renewal or extension of any
      First Lien Obligation, subject to the limitation in Section 5.4(a) hereof. 

    
      	
               

            	
              Section
                6.

            	
              Insolvency
                or Liquidation Proceedings

            
	
               

            	
              6.1

            	
              Relief
                From the Automatic Stay

            	
               

            
	
            	
            	
            	
            	
            


    

    Subject
      to the penultimate sentence of Section 3.1, the Second Lien
      Collateral Agent and each Second Lien Claimholder agrees that it will not seek
      relief from the automatic stay or any other stay in any Insolvency or
      Liquidation Proceeding in respect of the Common Collateral, without the prior
      written consent of the First Lien Collateral Agent and the Required First Lien
      Lenders.

    
      	
               

            	
              6.2

            	
              No
                Waiver

            


    

    Nothing
      contained herein shall prohibit or in any way limit the First
      Lien Collateral Agent or any First Lien Claimholder from objecting in any
      Insolvency or Liquidation Proceeding or otherwise to any action taken by the
      Second Lien Collateral Agent or any Second Lien Claimholder, including, without
      limitation, the seeking by the Second Lien Collateral Agent or any Second Lien
      Claimholder of Adequate Protection or the asserting by any Second Lien
      Claimholder of any of its rights and remedies under the Agency Agreement or
      the
      Investor Notes or otherwise. 

    
      	
               

            	
              6.3

            	
              Preference
                Issues

            


    

    If
      any Claimholder is required in any Insolvency or Liquidation
      Proceeding or otherwise to turn over or otherwise pay to the estate of the
      Borrower any amount received in connection with the Common Collateral (a
“Recovery”),
      then the First Lien Obligations or Second Lien Obligations, as the case may
      be,
      of such Claimholder shall be reinstated to the extent of such Recovery and
      such
      Claimholder 

     

     

    
      10

      
        

      

    

     

    shall
      be entitled to receive payment in full of all such recovered
      amounts. If this Agreement shall have been terminated prior to such Recovery,
      this Agreement shall be reinstated in full force and effect, and such prior
      termination shall not diminish, release, discharge, impair or otherwise affect
      the obligations of the parties hereto.

    
      	
               

            	
              Section
                7.

            	
              Waivers;
                etc.

            	
               

            
	
               

            	
              7.1

            	
              No
                Waiver of Provisions

            
	
            	
            	
            	
            	
            


    

    (a)          No
      right of any of the First Lien Claimholders to enforce any provision
      of this Agreement shall at any time in any way be prejudiced or impaired by
      any
      act or failure to act on the part of the Borrower or any of its Subsidiaries
      or
      by any act or failure to act by any First Lien Claimholder or the First Lien
      Collateral Agent (subject, however, to the penultimate sentence of
Section 3.1), or by any
      noncompliance by any Person with the terms, provisions and covenants of this
      Agreement, the Laurus Security Agreement, the Ancillary Agreements, the Agency
      Agreement or the Investor Notes, regardless of any knowledge thereof which
      the
      First Lien Collateral Agent or the First Lien Claimholders, or any of them,
      may
      have or be otherwise charged with.

    (b)          Each
      of the Second Lien Collateral Agent and each Second Lien Claimholder
      also agrees that the First Lien Claimholders and the First Lien Collateral
      Agent
      shall have no liability to the Second Lien Collateral Agent or any Second Lien
      Claimholders, and the Second Lien Collateral Agent and each Second Lien
      Claimholder hereby waives any claim against any First Lien Claimholder or the
      First Lien Collateral Agent arising out of any and all actions which any of
      the
      First Lien Claimholders or the First Lien Collateral Agent may take or permit
      or
      omit to take with respect to (i) the Laurus Security Agreement or the Ancillary
      Agreements, (ii) the collection of the First Lien Obligations or (iii) the
      foreclosure upon, or sale, liquidation or other Disposition of, the Common
      Collateral (except only, in the case of Common Collateral, to the extent such
      foreclosure, sale, liquidation or other disposition is not made in a
      commercially reasonable manner in accordance with the UCC or contrary to this
      Agreement or the Laurus Security Agreement, the Ancillary Agreements, the Agency
      Agreement or the Investor Notes). The Second Lien Collateral Agent and each
      Second Lien Claimholder agrees that the First Lien Collateral Agent and the
      First Lien Claimholders have no duty to them in respect of the maintenance
      or
      preservation of the Common Collateral.

    (c)          Unless
      and until the First Lien Obligations are paid in full, the Second
      Lien Collateral Agent and each Second Lien Claimholder agrees not to assert
      and
      hereby waives, to the fullest extent permitted by law, any right to demand,
      request, plead or otherwise assert or otherwise claim the benefit of, any
      marshaling, appraisal, valuation or other similar right that may otherwise
      be
      available under applicable law or any other similar rights a secured creditor
      may have under applicable law with respect to the Common Collateral.

    
      	
               

            	
              7.2

            	
              Obligations
                Unconditional

            


    

    All
      rights, interests, agreements and obligations of the First Lien
      Collateral Agent and the First Lien Claimholders and the Second Lien Collateral
      Agent and the Second Lien Claimholders, respectively, hereunder shall remain
      in
      full force and effect irrespective of:

    (a)          any
      lack of validity or enforceability of the Laurus Security Agreement,
      the Ancillary Agreements, the Agency Agreement or the Investor Notes;

     

     

    
      11

      
        

      

    

     

     

    (b)          any
      change in the time, manner or place of payment of, or in any other
      terms of, all or any of the First Lien Obligations or Second Lien Obligations,
      or any amendment or waiver or other modification, including, without limitation,
      any increase in the amount of Second Lien Obligations, whether by course of
      conduct or otherwise, of the terms of the Laurus Security Agreement or of the
      terms of the Ancillary Agreements, the Agency Agreement or the Investor Notes
      made in accordance with their terms;

    (c)          any
      exchange, release or nonperfection of any security interest in any
      Common Collateral or any other collateral, or any release, amendment, waiver
      or
      other modification, whether in writing or by course of conduct or otherwise,
      of
      all or any of the First Lien Obligations or Second Lien Obligations or any
      guarantee thereof;

    
      	
               

            	
              (d)

            	
              the
                commencement of any Insolvency or Liquidation Proceeding;
                or

            


    

    (e)          any
      other circumstances which otherwise might constitute a defense
      available to, or a discharge of, the Borrower in respect of the First Lien
      Obligations or of any Second Lien Claimholder in respect of this
      Agreement.

    
      	
               

            	
              Section
                8.

            	
              Miscellaneous

            	
               

            
	
               

            	
              8.1

            	
              Second
                Lien Lenders’ Representation

            
	
            	
            	
            	
            	
            


    

    The
      Second Lien Lenders hereby represent and warrant that all Second Lien
      Lenders party to the Agency Agreement are signatories hereto. 

    
      	
               

            	
              8.2

            	
              Consent
                to Control
                Agreement

            


    

    The
      Second Lien Lenders hereby consent to the terms of the Deposit
      Account Control Agreement between the Second Lien Collateral Agent and Fleet
      National Bank with respect to the Borrower’s deposit account with Fleet National
      Bank, Account No. 9429398649, and authorize the Second Lien Collateral Agent
      to
      execute such Deposit Account Control Agreement on our behalf.

    
      	
               

            	
              8.3

            	
              Notice
                from First Lien Collateral
                Agent

            


    

    The
      First Lien Collateral Agent hereby agrees to give prior written
      notice to the Second Lien Collateral Agent, the Second Lien Lenders and Fleet
      National Bank of the date of termination of the Laurus Security
      Agreement.

    
      	
               

            	
              8.4

            	
              Conflicts

            


    

    Except
      as expressly provided herein, in the event of any conflict between
      the provisions of this Agreement and the provisions of the Laurus Security
      Agreement, the Ancillary Agreements, the Agency Agreement or the Investor Notes
      with respect to the Common Collateral or the enforcement of the Claimholders’
      Liens, rights or remedies with respect thereto, the provisions of this Agreement
      shall govern. It is further expressly understood that the Lien priorities and
      other terms referred to herein shall not in any way modify or relieve the
      Borrower or any of its Subsidiaries of or from any liability or obligation
      that
      the Borrower or any of its Subsidiaries may have to the Claimholders under
      the
      Laurus Security Agreement, the Ancillary Agreements, the Agency Agreement or
      the
      Investor Notes.

     

     

    
      12

      
        

      

    

     

     

    
      	
               

            	
              8.5

            	
              Continuing
                Nature of this
                Agreement

            


    

    This
      Agreement (other than the provisions in Section 3.2) shall continue to be
      effective until
      all First Lien Obligations shall have been paid in full, and the provisions
      of
Section 3.2 shall continue to be
      effective until all First Lien Obligations and Second Lien Obligations have
      been
      paid in full. This is a continuing agreement of lien subordination and the
      First
      Lien Claimholders may continue, at any time and without notice to the Second
      Lien Collateral Agent or any Second Lien Claimholder, to extend credit and
      other
      financial accommodations and lend monies to or for the benefit of the Borrower
      or any Subsidiary on the faith hereof. Except as expressly provided herein
      or in
      the Agency Agreement, the Second Lien Collateral Agent and each Second Lien
      Claimholder hereby waives any right it may have under applicable law to revoke
      this Agreement or any of the provisions of this Agreement. The terms of this
      Agreement shall survive, and shall continue in full force and effect, in any
      Insolvency or Liquidation Proceeding.

    
      	
               

            	
              8.6

            	
              Amendments;
                Waivers

            


    

    No
      amendment, modification or waiver of any of the provisions of this
      Agreement by the Second Lien Collateral Agent, the Required Second Lien Lenders,
      the First Lien Collateral Agent, the Required First Lien Lenders or the Borrower
      shall be deemed to be made unless the same is made in writing and in accordance
      with Section 5.4 of this
      Agreement; provided,
however,
      that no amendment,
      modification or waiver of any of the provisions of this Agreement shall be
      effective unless approved by the Required First Lien Lenders and the Required
      Second Lien Lenders.

    
      	
               

            	
              8.7

            	
              Notices

            


    

    Unless
      otherwise specifically provided herein, any notice or other
      communication herein required or permitted to be given shall be made in
      accordance with Section 27 of the
      Laurus Security Agreement in the case of the First Lien Collateral Agent or
      any
      First Lien Lender or in accordance with Section 25 of the Agency Agreement
      in the
      case of the Second Lien Collateral Agent or any Second Lien Lender.

    
      	
               

            	
              8.8

            	
              Further
                Assurances

            


    

    The
      Second Lien Collateral Agent and each Second Lien Claimholder agrees
      that each of them shall, at the Borrower’s expense, take such further action and
      shall execute and deliver to the First Lien Collateral Agent and the First
      Lien
      Claimholders such additional documents and instruments (in recordable form,
      if
      requested) as the First Lien Collateral Agent or the other First Lien
      Claimholders may reasonably request to effectuate the terms of and the Lien
      subordination contemplated by this Agreement.

    
      	
               

            	
              8.9

            	
              Governing
                Law

            


    

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

    
      	
               

            	
              8.10

            	
              Specific
                Performance

            


    

    Each
      of the First Lien Collateral Agent, the Second Lien Collateral Agent
      and the Claimholders may demand specific performance of this Agreement. Each
      of
      the First Lien Collateral Agent and each First Lien Claimholder (by its
      acceptance of the benefits of the Laurus Security Agreement and the Ancillary
      Agreements), the Second Lien Collateral Agent, and each Second Lien Claimholder,
      as the case may be, hereby irrevocably waives any defense based on the adequacy
      of a 

     

     

    
      13

      
        

      

    

     

    remedy
      at law and any other defense which might be asserted to bar the
      remedy of specific performance in any action which may be brought by the other
      Person.

    
      	
               

            	
              8.11

            	
              Section
                Titles; Time
                Periods

            


    

    The
      section titles contained in this Agreement are and shall be without
      substantive meaning or content of any kind whatsoever and are not a part of
      this
      Agreement, except when used to reference such sections. In the computation
      of
      time periods, unless otherwise specified, the word “from” means “from
      and
      including” and each of the words “to”
      and “until” means “to
      but
      excluding” and the word “through”
      means “to and
      including”. The term “including”
      when used in this Agreement means
“including without limitation”, except when used in the computation of time
      periods.

    
      	
               

            	
              8.12

            	
              Counterparts

            


    

    This
      Agreement may be executed in one or more counterparts, each of which
      shall be deemed an original, but all of which together shall constitute one
      and
      the same instrument. Delivery by telecopier of an executed counterpart of a
      signature page to this Agreement shall be effective as delivery of an original
      executed counterpart of this Agreement. The First Lien Collateral Agent and
      the
      Second Lien Collateral Agent may also require that any such documents and
      signatures delivered by telecopier be confirmed by a manually-signed original
      thereof; provided that the
      failure to request or deliver the same shall not limit the effectiveness of
      any
      document or signature delivered by telecopier.

    
      	
               

            	
              8.13

            	
              Effectiveness

            


    

    This
      Agreement shall become effective when executed and delivered by the
      parties hereto. This Agreement shall be effective both before and after the
      commencement of any Insolvency or Liquidation Proceeding. All references to
      the
      Borrower or any of its Subsidiaries shall include the Borrower or any of its
      Subsidiaries as debtor and debtor-in-possession and any receiver or trustee
      for
      the Borrower or any of its Subsidiaries (as the case may be) in any Insolvency
      or Liquidation Proceeding. 

    [SIGNATURE
PAGES
      FOLLOW]

     

     

    
      14

      
        

      

    

     

     

    IN
      WITNESS WHEREOF, the parties hereto have executed this Agreement as of
      the date first written above.

     

    
    

    
      	 	 	 
	 	
              LAURUS
                MASTER FUND, LTD, as First Lien Collateral Agent and as First


              Lien
                Lender

            
	 
 	 
 	 
 
	 	By:  	/s/ David
              Grin
	 	
              

              Name: David Grin
	 	Title:
              Director 


    

    
    

    
      	 	 	 
	 	
              DUNKNIGHT
                TELECOM PARTNERS, LLC, as Second Lien Collateral Agent

            
	 
 	 
 	 
 
	 	By:  	/s/ Keir
              Kleinknecht
	 	
              

              Name: Keir Kleinknecht
	 	Title: President


    

     

     

     

     

     

     

    
      
        

      

    

     

    SECOND
      LIEN LENDERS:

    
    

    
      	 	 	 
	 	
              DSL.NET,
                INC., as Borrower

            
	 
 	 
 	 
 
	 	By:  	/s/ Kirby
              G. Pickle
	 	
              

              Name: Kirby G. Pickle
	 	Title: President
              & Chief Executive Officer