THIRD AMENDMENT TO CREDIT AND SECURITY AGREEMENT
This Third Amendment to Credit and Security Agreement (the "AMENDMENT"), dated as of September 20,
2001, is made by and between CXR TELECOM CORPORATION, a Delaware corporation ("CXR") and
XET CORPORATION, a New Jersey corporation ("XET") (CXR and XIT shall collectively be referred to
herein as the "BORROWER"), and WELLS FARGO BUSINESS CREDIT, INC., a Minnesota corporation
The Borrower and the Lender have entered into a Credit and Security Agreement dated as of August 16, 2000
as amended by that certain First Amendment to Credit and Security Agreement dated as of September 29, 2000
and that certain Second Amendment to Credit and Security Agreement dated as of November 29, 2000 (the
"CREDIT AGREEMENT"). Capitalized terms used in these recitals have the meanings given to them in the
Credit Agreement unless otherwise specified.
The Lender is willing to amend the Credit Agreement pursuant to the terms and conditions set forth herein. The
Borrower is entering into this Amendment with the understanding and agreement that, except as specifically
provided herein, none of the Lender's rights or remedies as set forth in the Credit Agreement is being waived or
modified by the terms of this Amendment.
NOW, THEREFORE, in consideration of the premises and of the mutual covenants and agreements herein
contained, it is agreed as follows:
1. DEFINED TERMS. Capitalized terms used in this Amendment which are defined in the Credit Agreement
shall have the same meanings as defined therein, unless otherwise defined herein.
2. AMENDMENTS TO ARTICLE I - DEFINITIONS
(a) Section 1.1 of the Credit Agreement is hereby amended and restated to include the following definitions:
"BOOK NET WORTH" means the aggregate of the common and preferred stockholders' equity in the
Borrower, determined in accordance with GAAP.
"NET INCOME" means the fiscal year-to-date after-tax net income from continuing operations as determined in