0000935836-03-000221 Sample Contracts

INTERCREDITOR AGREEMENT
Intercreditor Agreement • June 17th, 2003 • Crosslink Capital Inc • Telephone communications (no radiotelephone)

This INTERCREDITOR AGREEMENT, dated as of December 31, 2002 (this "Agreement"), is entered into by and among CITICORP USA, INC., as Administrative Agent ("Citicorp" and in such capacity, the "Administrative Agent") and as Collateral Agent (in such capacity, the "Collateral Agent") for the lenders under the Amended and Restated Pledge and Security Agreement referred to below and iSTT Investments Pte Ltd, a corporation organized under the laws of the Republic of Singapore, as agent ("iSTT" and in such capacity, the "Convertible Note Agent") for the Convertible Note Holders referred to below.

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