IJNT NET INC
FIRST AMENDMENT TO CREDIT AGREEMENT
<DOCUMENT>
<TYPE>EX-10.2
<SEQUENCE>5
<FILENAME>0005.txt
<DESCRIPTION>FIRST AMENDMENT TO CREDIT AGREEMENT
<TEXT>


                       FIRST AMENDMENT TO CREDIT AGREEMENT
                       -----------------------------------

         This FIRST AMENDMENT TO CREDIT AGREEMENT (this "AMENDMENT") is made and
entered into effective as of March 31, 2000, by and among URJET BACKBONE
NETWORK, INC. (the "BORROWER"), a Nevada corporation, each of the lending
entities which is a party hereto (as evidenced by the signature pages of this
Agreement) or which may from time to time become a party hereto as a lender or
any successor or assignee thereof (individually, a "LENDER" and, collectively,
the "LENDERS"), and NORTEL NETWORKS INC., a Delaware corporation, as
administrative agent for itself and the other Lenders (in such capacity,
together with its successors in such capacity, the "ADMINISTRATIVE AGENT").

                                    RECITALS:
                                    ---------

         A. Pursuant to that certain Credit Agreement dated as of July 30, 1999,
by and among the Borrower, the Lenders, and the Administrative Agent ("CREDIT
AGREEMENT"), the Lenders agreed to provide to the Borrower a senior secured
credit facility.

         B. Pursuant to the request of the Borrower, the Administrative Agent
and the Lenders have agreed, subject to the terms and conditions of this
Amendment, to amend the schedule to the financial covenants in the Credit
Agreement.

                                   AGREEMENTS:
                                   -----------

         NOW, THEREFORE, in consideration of the premises and mutual covenants
and agreements contained herein and for other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the parties hereto
hereby agree as follows:

         1. TERMS DEFINED. Unless otherwise defined or stated in this Amendment,
each capitalized term used in this Amendment has the meaning given to such term
in the Credit Agreement (as amended by this Amendment).

         2. AMENDMENT TO SECTION 1.1. CLAUSE (g)(iv) of the definition of
"Permitted Liens" in SECTION 1.1 of the Credit Agreement is hereby amended and
restated to read in its entirety as follows:

                           (iv) the Debt secured by all such Liens, when
                  aggregated with the Debt secured by all purchase-money Liens
                  and all Liens in connection with any conditional sale or other
                  title retention agreement or Capital Lease Obligation existing
                  as of the Closing Date or at any other time, shall not exceed
                  $3,000,000 at any time outstanding in the aggregate;

         3. AMENDMENT TO SECTION 2.5. SECTION 2.5 of the Credit Agreement is
hereby amended and restated to read in its entirety as follows:

                  Section 2.5 BORROWING PROCEDURE.

<PAGE>

                  (a) STANDARD PROCEDURE. The Borrower shall give the
         Administrative Agent notice of each borrowing hereunder in accordance
         with SECTION 2.9. Not later than 12:00 p.m. (Dallas, Texas, time) on
         the date specified for each borrowing hereunder, each Lender will make
         available the amount of the Loan to be made by it on such date to the
         Administrative Agent, at the Principal Office, in immediately available
         funds, for the account of the Borrower. The amount of each borrowing
         hereunder so received by the Administrative Agent shall, subject to the
         terms and conditions of this Agreement, be made available, for and on
         behalf of the Borrower, in immediately available funds by no later than
         12:00 p.m. (Dallas, Texas, time); PROVIDED, HOWEVER, that the
         Administrative Agent may, in its discretion, cause such amount to be
         made available directly to or for the benefit of the Person who is to
         receive the proceeds of such Loan in accordance with SECTION 2.10
         (e.g., the Vendor if and to the extent that proceeds of such borrowing
         are used to pay for Nortel Networks Goods and Services).
         Notwithstanding anything to the contrary contained in this Agreement,
         if and to the extent that Nortel Networks is a Lender under this
         Agreement, the Borrower further hereby irrevocably agrees that each
         Loan to be advanced by Nortel Networks to the Borrower in accordance
         with this Agreement (and only in accordance with this Agreement and
         after the Administrative Agent's receipt of a Notice of Borrowing
         executed by the Borrower) may (in the discretion of Nortel Networks and
         if and to the extent that the proceeds of such Loan are to be paid to
         Nortel Networks) be effectively disbursed on the date set forth in the
         Notice of Borrowing for such disbursement to the Borrower by virtue of
         a credit in the amount of such Loan given to the Borrower under the
         Master Purchase and Services Agreement.

                  (b) AUTOMATIC ADVANCEMENT OF LOANS. Notwithstanding anything
         to the contrary contained in this Agreement, the Administrative Agent
         shall, at the request of Nortel Networks so long as it is the only
         Lender hereunder, cause Loans to be advanced by the Lenders for and on
         behalf of the Borrower whether or not (i) any Notice of Borrowing is
         given in accordance with SECTION 2.9, (ii) any of the conditions
         precedent set forth in ARTICLE 6 hereof are satisfied, (iii) any
         Default exists, or (iv) any other fact or circumstance exists, if
         Nortel Networks shall have given five Business Day's prior written
         notice to the Administrative Agent and the Borrower of Nortel Networks'
         desire to cause the Lenders to make such Loans and all proceeds of such
         Loans are used to pay the purchase price for Nortel Networks Goods and
         Services which has not been paid when due. All Loans advanced pursuant
         to this SECTION 2.5(b) shall be initially advanced as Eurodollar Loans
         with a one month Interest Period (unless the Borrower has requested in
         writing, at least three Business Days prior to such advance, that any
         of such Loans have an Interest Period with a different duration in
         accordance with the requirements of this Agreement) or, if the maximum
         number of Interest Periods for Eurodollar Loans is already then in
         effect, as Base Rate Loans, and shall be advanced as Tranche A Loans
         (but after such advancement, may be Converted or Continued in
         accordance with this Agreement).

                                       2
<PAGE>

         4. AMENDMENT TO SECTION 8.1. CLAUSE (i) of SECTION 8.1(b) of the Credit
Agreement is hereby amended and restated to read in its entirety as follows:

                  (i) a copy of the Form 10-Q (including all financial
         statements contained therein) filed by IJNT, or after a Spin-Off
         Transaction, filed by Holdings, as of the end of and for such fiscal
         quarter then ended, together with consolidating schedules for each of
         IJNT and its Subsidiaries or Holdings and its Subsidiaries, as the case
         may be (including, without limitation, the Borrower) with respect to
         each of the financial statements contained therein and financial
         statements of the Borrower, including, without limitation, a statement
         of cash flow of the Borrower (in each case, in detail sufficient to
         demonstrate compliance with the financial covenants contained herein
         and as otherwise reasonably required by the Administrative Agent), or

         5. AMENDMENT TO SECTION 10.2. SECTION 10.2 of the Credit Agreement is
hereby amended and restated to read in its entirety as follows:

                  Section 10.2 FIXED CHARGE COVERAGE. The Borrower will not
         permit its ratio of (a) EBITDA during any of the calendar quarters
         ending on any of the dates set forth on COLUMN 2 of SCHEDULE 10 plus
         cash balances available from financing activities and capital-raising
         activities to (b) Consolidated Fixed Charges for the immediately
         succeeding calendar quarter, to be less than the ratio set forth
         opposite such date on such Schedule.

         6. AMENDMENT TO SCHEDULE 10. SCHEDULE 10 to the Credit Agreement is
hereby amended and restated, effective as of March 31, 2000, to read in its
entirety as set forth on EXHIBIT A hereto.

         7. CONDITIONS PRECEDENT. The effectiveness of this Amendment is subject
to the satisfaction of each of the following conditions precedent, all of which
conditions precedent must be satisfied on or before May 15, 2000:

                  (a) The Administrative Agent shall have received all of the
         following, each dated (where applicable and unless otherwise indicated)
         the date of this Amendment, in form and substance satisfactory to the
         Administrative Agent:

                           (i) AMENDMENT DOCUMENTS. This Amendment as executed
                  by the parties hereto and any other agreements, documents,
                  instruments or certificates reasonably required by the
                  Administrative Agent or the Lenders to be executed or
                  delivered by the Borrower or any other Loan Party in
                  connection with this Amendment (collectively, the "AMENDMENT
                  DOCUMENTS");

                           (ii) RESOLUTIONS. Resolutions of the Board of
                  Directors of the Borrower and the other Loan Parties certified
                  by its Secretary or an Assistant Secretary which authorize the
                  execution, delivery and performance by the Borrower and the
                  other Loan Parties of this Amendment and the other Amendment
                  Documents to which the Borrower or such Loan Party is or is to
                  be a party;

                                       3
<PAGE>

                            (iii) FEES, COSTS AND EXPENSES. All fees, costs and
                  expenses (including, without limitation, attorneys' fees and
                  expenses) incurred by the Administrative Agent incident to
                  this Amendment or required to be paid in accordance with
                  SECTION 13.1 of the Credit Agreement, to the extent incurred
                  and submitted to the Borrower, shall have been paid in full by
                  the Borrower; and

                           (iv) ADDITIONAL INFORMATION. The Administrative Agent
                  shall have received such additional agreements, documents,
                  instruments and information as the Administrative Agent or its
                  legal counsel, Jenkens & Gilchrist, a Professional
                  Corporation, may reasonably request to effect the transactions
                  contemplated hereby.

                  (b) The representations and warranties contained herein and in
         all other Loan Documents, as amended hereby, shall be true and correct
         as of the date hereof as if made again on and as of the date hereof
         (except if and to the extent that such representations and warranties
         are or were expressly made only as of another specific date);

                  (c) All corporate proceedings taken in connection with this
         Amendment and the other Amendment Documents, and all legal matters
         incident thereto, shall be reasonably satisfactory to the
         Administrative Agent and its legal counsel, Jenkens & Gilchrist, a
         Professional Corporation; and

                  (d) No Default or Event of Default shall have occurred and be
         continuing (after giving effect to this Amendment).

         8. REPRESENTATIONS AND WARRANTIES. Each of the Borrower and the other
Loan Parties hereby jointly and severally represent and warrant to, and agrees
with, the Administrative Agent and the Lenders that, as of the date of and after
giving effect to this Amendment (a) the execution, delivery and performance of
this Amendment and any and all other Amendment Documents executed and/or
delivered in connection herewith have been authorized by all requisite corporate
action on the part of the Borrower and the other Loan Parties and will not
violate the Borrower's or any Loan Party's corporate charter or bylaws; (b) the
term Loan Documents as defined in the Credit Agreement and as used in any of the
Loan Documents includes, without limitation, the Amendment Documents; (c) all
representations and warranties set forth in the Credit Agreement and in the
Security Documents are true and correct as if made again on and as of such date
(except if and to the extent that such representations and warranties were
expressly made only as of another specific date); (d) no Default or Event of
Default has occurred and is continuing; (e) the Loan Parties do not have any
unasserted right of setoff, counterclaim or deduction to the Obligations owing
pursuant to the Loan Documents; and (f) the Credit Agreement, the Notes, the
Guaranties, the Security Documents and the other Loan Documents (as amended by
this Amendment) are and remain legal, valid, binding and enforceable obligations
of the Borrower and the other Loan Parties (as applicable) which are parties
thereto in accordance with their terms.

                                       4
<PAGE>

         9. GOVERNING LAW. THIS AMENDMENT AND THE OTHER LOAN DOCUMENTS SHALL BE
GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK
(WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES) AND APPLICABLE LAWS OF THE U.S.

         10. COUNTERPARTS. This Amendment may be executed in any number of
counterparts, all of which when taken together shall constitute one agreement,
and any of the parties hereto may execute this Amendment by signing any such
counterpart.

         11. NO ORAL AGREEMENTS. THIS AMENDMENT, TOGETHER WITH THE CREDIT
AGREEMENT AND THE OTHER LOAN DOCUMENTS AS WRITTEN, REPRESENT THE FINAL
AGREEMENTS BETWEEN AND AMONG THE PARTIES HERETO AND MAY NOT BE CONTRADICTED BY
EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES.
THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN (A) THE BORROWER OR ANY OTHER
LOAN PARTY AND (B) THE ADMINISTRATIVE AGENT OR ANY LENDER.

         12. AGREEMENT REMAINS IN EFFECT; NO WAIVER. Except as expressly
provided herein, all terms and provisions of the Credit Agreement and the other
Loan Documents shall remain unchanged and in full force and effect and are
hereby ratified and confirmed. No waiver by the Administrative Agent or any
Lender of any Default or Event of Default shall be deemed to be a waiver of any
other Default or Event of Default. No delay or omission by the Administrative
Agent or any Lender in exercising any power, right or remedy shall impair such
power, right or remedy or be construed as a waiver thereof or an acquiescence
therein, and no single or partial exercise of any such power, right or remedy
shall preclude other or further exercise thereof or the exercise of any other
power, right or remedy under the Agreement, the Loan Documents or otherwise.

         13. SURVIVAL OF REPRESENTATIONS AND WARRANTIES. All representations and
warranties made in this Amendment or any other Loan Document shall survive the
execution and delivery of this Amendment and the other Loan Documents, and no
investigation by the Administrative Agent or any Lender or any closing shall
affect the representations and warranties or the right of the Administrative
Agent and the Lenders to rely upon such representations and warranties.

         14. REFERENCE TO CREDIT AGREEMENT. This Amendment shall constitute a
Loan Document. Each of the Loan Documents, including the Credit Agreement, the
Amendment Documents and any and all other agreements, documents or instruments
now or hereafter executed and/or delivered pursuant to the terms hereof or
pursuant to the terms of the Credit Agreement as amended hereby, are (if and to
the extent necessary) hereby amended so that any reference in such Loan
Documents to the Credit Agreement shall mean a reference to the Credit Agreement
as amended hereby.

                                       5
<PAGE>

         15. SEVERABILITY. Any provision of this Amendment held by a court of
competent jurisdiction to be invalid or unenforceable shall not impair or
invalidate the remainder of this Amendment and the effect thereof shall be
confined to the provision so held to be invalid or unenforceable.

         16. SUCCESSORS AND ASSIGNS. This Amendment is binding upon and shall
inure to the benefit of the Administrative Agent, the Lenders, the Borrower and
the other Loan Parties and their respective successors and assigns; PROVIDED,
HOWEVER, that neither the Borrower nor any of the other Loan Parties may assign
or transfer any of its rights or obligations hereunder without the prior written
consent of the Lenders.

         17. HEADINGS. The headings, captions and arrangements used in this
Amendment are for convenience only and shall not affect the interpretation of
this Amendment.


                  [Remainder of page intentionally left blank.]


                                       6
<PAGE>

         IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed and delivered by their duly authorized officers effective as of the day
and year first above written.

                                       BORROWER:

                                       URJET BACKBONE NETWORK, INC.

                                       By: /s/ Brandon Powell
                                          ------------------------------
                                       Name: Brandon Powell
                                             ---------------------------
                                       Title:
                                              --------------------------

                                       ADMINISTRATIVE AGENT AND LENDER:
                                       -------------------------------

                                       NORTEL NETWORKS INC., as Administrative
                                       Agent and the sole Lender

                                       By:_____________________
                                       Name:___________________
                                       Title:__________________


Acknowledged and agreed to as of the date
first written above:

IJNT.NET, INC.


By: /s/ Kim Marcus
   --------------------------------
Name: Kim Marcus
     ------------------------------
Title:
      -----------------------------


UBEE NETWORKS ENTERPRISES, INC.


By: /s/ Brandon Powell
   --------------------------------
Name: Brandon Powell
     ------------------------------
Title:
       ----------------------------

                                       7
<PAGE>


                                    EXHIBIT A
                                       TO
                       FIRST AMENDMENT TO CREDIT AGREEMENT

                         SCHEDULE 10 TO CREDIT AGREEMENT
                         -------------------------------
                               FINANCIAL COVENANTS
                               -------------------

Attached.

<PAGE>

<TABLE>
<CAPTION>

------------------------------------------------------------------------------------------------------------------------------------
Columns:        1        2          3             4          5        6           5(a)             5(b)          5(c)         5(d)
                -        -          -             -          -        -           ----             ----          ----         ----
------------------------------------------------------------------------------------------------------------------------------------
                                           Quarterly
Calendar                Fixed                Minimum      Gross  Minimum      Total Debt     Senior Debt    Total Debt   Senior Debt
 Quarter  Annualized   Charge  Cumulative    Revenue      Margin  Access        to Total        to Total to Annualized to Annualized
  Ending      EBITDA Coverage      Cap Ex     Levels  Percentage   Lines  Capitalization  Capitalization        EBITDA       EBITDA
------------------------------------------------------------------------------------------------------------------------------------
<S>       <C>            <C>   <C>          <C>              <C>   <C>                <C>            <C>           <C>          <C>
 3/31/00        n.a.     n.a.   17,882,444        n.a.       n.a.     n.a.            n.a.           n.a.          n.a.         n.a.
------------------------------------------------------------------------------------------------------------------------------------
 6/30/00        n.a.     n.a.   21,740,869     100,000       n.a.        0            80%             66%          n.a.         n.a.
------------------------------------------------------------------------------------------------------------------------------------
 9/30/00        n.a.     1.75   27,488,439     330,000       n.a.    1,698            35%             25%          n.a.         n.a.
------------------------------------------------------------------------------------------------------------------------------------
12/31/00        n.a.     1.75   44,889,315   1,310,000       n.a.    5,721            35%             25%          n.a.         n.a.
------------------------------------------------------------------------------------------------------------------------------------
 3/31/01        n.a.     1.75   59,958,902   3,330,000       n.a.   14,687            35%             25%          n.a.         n.a.
------------------------------------------------------------------------------------------------------------------------------------
 6/30/01        n.a.     1.75   83,938,871   7,340,000       n.a.   35,618            35%             25%          n.a.         n.a.
------------------------------------------------------------------------------------------------------------------------------------
 9/30/01        n.a.     1.75  102,644,890  16,120,000       n.a.   52,496            35%             25%          n.a.         n.a.
------------------------------------------------------------------------------------------------------------------------------------
12/31/01        n.a.     1.75  130,884,667  23,270,000         5%   66,100            45%             30%          n.a.         n.a.
------------------------------------------------------------------------------------------------------------------------------------
 3/31/02        n.a.     1.75  159,906,079  29,190,000        10%   83,760            45%             30%          n.a.         n.a.
------------------------------------------------------------------------------------------------------------------------------------
 6/30/02        n.a.     1.75  185,692,463  36,880,000        20%  105,846            45%             30%          n.a.         n.a.
------------------------------------------------------------------------------------------------------------------------------------
 9/30/02        n.a.     1.75  218,166,557  46,200,000        20%  123,769            45%             30%          n.a.         n.a.
------------------------------------------------------------------------------------------------------------------------------------
12/31/02   6,000,000     1.75  245,340,982  53,330,000        25%  137,199            45%             35%           24x          18x
------------------------------------------------------------------------------------------------------------------------------------
 3/31/03  19,000,000     1.75  265,827,484  58,800,000        25%  152,177            45%             35%            9x         6.5x
------------------------------------------------------------------------------------------------------------------------------------
 6/30/03  34,000,000     1.50  283,047,020  65,020,000        30%  163,048            45%             35%            5x           4x
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>


</TEXT>
</DOCUMENT>
