WAIVER TO THE AGENCY AGREEMENTThe Agency Agreement • March 23rd, 2005 • DSL Net Inc • Telephone communications (no radiotelephone)
We refer to (a) the Agency, Guaranty and Security Agreement dated as of July 18, 2003 (as amended or otherwise modified prior to the date hereof, the “Agency Agreement”), among us (the “Company”), certain of our subsidiaries party thereto as grantors (the “Grantors”), Deutsche Bank Trust Company Americas, as Administrative Agent (in such capacity, the "Agent"), and each of you, as Investors thereunder, (b) the Subordination Agreement dated the date hereof, among us, the Agent and Laurus Master Funds Ltd. (“Laurus”) pursuant to which you have agreed to subordinate your Liens on and security interest in our accounts receivable and other assets (as more specifically described therein), including our deposit account with Fleet National Bank, Account No. 9429398649 (the “Account”), to those of Laurus, (c) the Deposit Account Control Agreement in respect of the Account dated August 31, 2004 by and among, Company, Laurus and Fleet National Bank, (d) the Deposit Account Control Agreement in re
Form of Compensation Agreement for Certain Officers of DSL.net, Inc. (See Schedule A Hereto for Officers and Amounts) DSL.NET, INC. New Haven, CT 06511 February 3, 2005DSL Net Inc • March 23rd, 2005 • Telephone communications (no radiotelephone)
You have been identified to receive cash compensation under this agreement in recognition of your value to DSL.net, Inc. (the “Company”) and in anticipation of your expected contributions to the Company during the 2005 calendar year and, in particular, the critical first two quarters of this year. This cash compensation is being made available to you in recognition of your unique knowledge and skills and your continuing loyalty and dedication to the Company during this critical period, and is in addition to your current compensation and any other benefits to which you are or may become entitled.
