WAM NET INC
AMENDMENT NO. 4(E) TO THE LOAN & SECURITY AGREEMENT
<DOCUMENT>
<TYPE>EX-10.37
<SEQUENCE>8
<FILENAME>dex1037.txt
<DESCRIPTION>AMENDMENT NO. 4(E) TO THE LOAN & SECURITY AGREEMENT
<TEXT>
<PAGE>

                                                                   Exhibit 10.37


           AMENDMENT NUMBER FOUR (E) TO LOAN AND SECURITY AGREEMENT
           --------------------------------------------------------


          This AMENDMENT NUMBER FOUR (E) TO LOAN AND SECURITY AGREEMENT (this
"Amendment"), dated as of August 13, 2001, is entered into by and among WAM!NET
INC., a Minnesota corporation ("Parent"), each of Parent's Subsidiaries
identified on the signature pages hereof (such Subsidiaries, together with
Parent, are referred to hereinafter each individually as a "Borrower", and
individually and collectively, jointly and severally, as the "Borrowers"), each
of the financial institutions named on the signature pages hereto as Lenders
(such financial institutions, together with their respective successors and
assigns, each a "Lender" and collectively, the "Lenders"), and FOOTHILL CAPITAL
CORPORATION, a California corporation, as agent for the Lenders (in such
capacity, the "Agent").

          WHEREAS, the Borrowers have requested the Lender Group to amend
certain terms of that certain Loan and Security Agreement, dated as of February
13, 2001, as amended prior to the date hereof (as further amended, restated,
supplemented, or otherwise modified from time to time, the "Loan Agreement"),
and the Lender Group is willing to amend the Loan Agreement subject to the terms
and conditions of this Amendment.  All capitalized terms used herein and not
defined herein shall have the meanings ascribed to them in the Loan Agreement,
as amended hereby.

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

1.  Amendments.

     (a)  Section 1.1 of the Loan Agreement is hereby amended by adding the
          -----------
following definitions in alphabetical order:

          "Amendment 4(e)" means Amendment Number Four (E) to Loan and Security
           --------------
     Agreement, dated as of August 13, 2001, by and among the Borrowers and
     Lender Group.

          "Amendment 4(e) Closing Date" means the date that all conditions set
           ---------------------------
     forth in Section 3 of Amendment 4(e) have been satisfied.
              ---------

          "Amendment 4(e) Closing Fee" has the meaning set forth in Section
           --------------------------                               -------
     2.11(h)(i).
     ----------

          "Amendment 4(e) Use Fee" has the meaning set forth in Section
           ----------------------                               -------
2.11(h)(ii).
-----------

          "Fifth New Parent Warrant" means the warrant for 9% of Parent Common
           ------------------------
Stock executed and delivered by Parent in favor of the Term C Lender pursuant to
Section 4 of Amendment 4(e).
<PAGE>

          "Fifth New WGSI Warrant" means the warrant for 9% of WGSI Common Stock
           ----------------------
executed and delivered by WGSI in favor of the Term C Lender pursuant to Section
4 of Amendment 4(e).

          "Fifth Term C Loan Tranche" has the meaning set forth in Section 2.14.
           -------------------------                               ------------

     (b)  Section 1.1 of the Loan Agreement is hereby amended by amending and
          -----------
restating the following definitions in their respective entirety to read as
follows:

          "New Conversion Price" means, (i) with respect to Parent Common Stock,
           --------------------
     a price per share equal to (x) $8,500,000 divided by (y) an amount equal to
     34% of the issued and outstanding shares of Parent Common Stock on a fully
     diluted basis and (ii) with respect to WGSI Common Stock, a price per share
     equal to (x) $24,500,000 divided by (y) an amount equal to 34% of the
     issued and outstanding shares of WGSI Common Stock on a fully diluted basis
     or such adjusted conversion price in effect at the date of the exercise of
     the New Conversion Rights as provided in Section 2.17.
                                              ------------

          "New Parent Warrants" means the Fourth New Parent Warrant and the
           -------------------
     Fifth New Parent Warrant.

          "New WGSI Warrants" means the First New WGSI Warrant, the Second New
           -----------------
     WGSI Warrant, the Third New WGSI Warrant, the Fourth New WGSI Warrant and
     the Fifth New WGSI Warrant.

          "Term C Loan Amount" means, as of any date, $23,365,912, plus the then
           ------------------                                      ----
     extant Term C Loan PIK Amount.

     (c)  Section 1.1 of the Loan Agreement is hereby amended by deleting the
          -----------
definitions of "Fourth Term C Loan Tranche Obligations" and "Parent Collateral"
                --------------------------------------       -----------------
in their respective entirety.

     (d)  Section 2.4(b)(i) of the Loan Agreement is amended by deleting the
          -----------------
last sentence of such subsection in its entirety.

     (e)  Section 2.10 of the Loan Agreement is amended by amending the second
          ------------
sentence of such Section to read as follows:

     In accordance with Section 2.8, the Loan Account will be credited with all
                        -----------
     payments received by Agent from Borrowers or for Borrowers' account,
     including all amounts received in the Agent's Account from any Cash
     Management Bank.

     (f)  Section 2.11 of the Loan Agreement is amended by inserting a new
          ------------
subsection (h) at the end of Section 2.11, to read as follows:
                                    -----

                                       2
<PAGE>

          (h)  Amendment 4(e) Fees.  Borrowers shall pay to Agent the following
     fees and charges, which fees and charges shall be non-refundable when paid
     (irrespective of whether this Agreement is terminated thereafter) and shall
     be apportioned among the Term C Lenders in accordance with their Pro Rata
     Shares:

               (i)  Amendment 4(e) Closing Fee.  A closing fee of $347,124, due
               and payable on the Amendment 4(e) Closing Date (the "Amendment
               4(e) Closing Fee").

               (ii)  Amendment 4(e) Use Fee.  A use fee of $115,708, due and
               payable on the Amendment 4(e) Closing Date (the "Amendment 4(e)
               Use Fee").

     (g)  Subsection (b) of Section 2.14 of the Loan Agreement is amended and
                            ------------
restated in its entirety to read as follows:

          (b)  On the Amendment 4(a) Closing Date, the Term C Lender made a term
     loan to the Borrowers in the principal amount of $1,300,000 (the "First
                                                                       -----
     Term C Loan Tranche").  On the Amendment 4(b) Closing Date, the Term C
     -------------------
     Lender made a term loan to the Borrowers in the principal amount of
     $3,386,880 (the "Second Term C Loan Tranche").  On the Amendment 4(c)
                      --------------------------
     Closing Date, the Term C Lender made a term loan to the Borrowers in the
     principal amount of $5,292,000 (the "Third Term C Loan Tranche").  Pursuant
                                          -------------------------
     to Amendment 4(d), the Term C Lender made a series of term loans to Parent
     in the aggregate principal amount of $7,138,800 (collectively, the "Fourth
                                                                         ------
     Term C Loan Tranche").  Subject to the terms and conditions of this
     -------------------
     Agreement, on the Amendment 4(e) Closing Date, the Term C Lender agrees to
     make an addition term loan to the Borrowers in the principal amount of
     $6,248,232 (the "Fifth Term C Loan Tranche").  The principal amount of the
                      -------------------------
     Fifth Term C Loan Tranche shall be added to the principal amount of the
     First Term C Loan Tranche, the Second Term C Loan Tranche, the Third Term C
     Loan Tranche and the Fourth Term C Loan Tranche and such loans shall be
     deemed a single term loan (hereinafter, the "Term C Loan").  The
                                                  -----------
     outstanding unpaid principal balance and all accrued and unpaid interest
     under the Term C Loan, including the Term C Loan PIK Amount, shall be due
     and payable on the date of termination of this Agreement, whether by its
     terms, by prepayment, or by acceleration.  All amounts outstanding under
     the Term C Loan, including all accrued and unpaid interest and including
     the Term C Loan PIK Amount, shall constitute Obligations.  Without limiting
     the foregoing sentence, each of the parties hereto hereby agrees that,
     notwithstanding the terms of Amendment 4(d), the Fourth Term C Loan Tranche
     and all related Obligations shall constitute the joint and several
     liability of all Borrowers and shall be secured by all of the Collateral.

     (h)  Section 2.15 of the Loan Agreement is amended by deleting subsection
          ------------
(j) thereof in its entirety.

                                       3
<PAGE>

     (i)  Clause (i) of the proviso to Section 2.16.1(a) of the Loan Agreement
                                       -----------------
is amended to read as follows:

     (i) exercise its Parent Conversion Right in the event that the holders of
     the New Parent Warrants have exercised such warrants,

     (j)  Section 2.17.1 of the Loan Agreement is amended in its entirety to
          --------------
read as follows:

               Section 2.17.1   New Right to Convert
                                --------------------

          (a)  The Term C Lender may, in its sole and absolute discretion, (i)
     convert a portion of the Term C Loan Amount equal to $8,500,000 into the
     number of shares of Parent Common Stock representing 34% of the issued and
     outstanding shares of Parent Common Stock on a fully diluted basis (the
     "New Parent Conversion Right") and (ii) convert a portion of the Term C
     Loan Amount equal to $24,500,000 into the number of shares of WGSI Common
     Stock representing 34% of the issued and outstanding shares of WGSI Common
     Stock on a fully diluted basis (the "New WGSI Conversion Right"), at any
     time and from time to time (including, without limitation, during the
     continuance of an Event of Default) that the Term C Loan Amount is
     outstanding; provided, however, that the Term C Lender shall not have the
                  --------  -------
     right to (i) exercise its New Parent Conversion Right in the event that the
     Term C Lender (or its nominee) has exercised the New Parent Warrants, (ii)
     exercise the New WGSI Conversion Right in the event that the Term C Lender
     (or its nominee) has exercised the New WGSI Warrants or (iii) exercise
     either the New Parent Conversion Right or the New WGSI Conversion Right if
     such exercise would result in ownership or beneficial ownership, direct or
     indirect, of five percent (5%) or more of WGSI's voting stock or of twenty-
     five percent (25%) or more of WGSI's non-voting stock by a Foreign Person.
     In the event that the Term C Loan Amount is less than $24,500,000 (whether
     following exercise of the New Parent Conversion Right or otherwise), the
     Term C Lender may exercise its New WGSI Conversion Right by (1) converting
     the Term C Loan Amount and (2) paying to Borrowers in cash the difference
     between (x) $24,500,000 and (y) the Term C Loan Amount.

          (b)  The option of Term C Lender to exercise its rights pursuant to
     this Section 2.17.1 shall be exercised by the delivery of a written notice
     of election by such holder to Parent, which notice shall state the Term C
     Loan Amount and the date on which such election is to be effective (the
     "New Conversion Date") and shall be delivered on a date not less than 10
     nor more than 60 Business Days prior to the New Conversion Date.  A notice
     of election, once delivered, may be rescinded at any time prior to the New
     Conversion Date.

          (c)  Upon the New Conversion Date the Term C Lender (or its nominee)
     shall be entitled to receive, (i) in exchange for a portion of the Term C
     Loan Amount equal to $8,500,000, the number of shares of Parent Common
     Stock equal to 34% of the issued and outstanding shares of Parent Common
     Stock on a fully diluted basis, and (ii) in exchange for a portion of the
     Term C Loan Amount equal to $24,500,000, the number of shares of WGSI
     Common Stock equal to 34% of the issued and outstanding shares of

                                       4
<PAGE>

     WGSI Common Stock on a fully diluted basis, provided that in the event that
                                                 --------
     the Term C Loan Amount is less than $24,500,000 (whether following exercise
     of the New Parent Conversion Right or otherwise), the Term C Lender may
     exercise its New WGSI Conversion Right by (1) converting the Term C Loan
     Amount and (2) paying to Borrowers in cash the difference between (x)
     $24,500,000 and (y) the Term C Loan Amount.

          (d)  Each of Parent and WGSI shall at all times, when the Term C Loan
     Amount shall be outstanding, reserve and keep available out of its
     authorized but unissued shares of Common Stock, for the purposes of
     effecting the conversion of the Term C Loan Amount, the number of duly
     authorized shares of Common Stock as shall from time to time be sufficient
     to effect the conversion of the Term C Loan Amount pursuant to the New
     Parent Conversion Right and the New WGSI Conversion Right, on a fully
     diluted basis.

          (e)  Each of Parent and WGSI shall comply with all federal and state
     securities laws regulating the offer and sale of shares of Common Stock
     upon exercise of the conversion rights set forth in this Section 2.17.
                                                              ------------

          (f)  Anything to the contrary notwithstanding, the number of shares of
     Parent Common Stock which may be issued to the Term C Lender upon
     conversion of the Term C Loan Amount pursuant to this Section 2.17.1 shall
                                                           --------------
     be limited so that, immediately following the issuance of such shares, the
     Term C Lender and all other Persons who, together with the Term C Lender,
     would be deemed a single "person" (as such term is used in Section 13(d)(3)
     of the Exchange Act), shall not be the beneficial owner (as determined in
     accordance with Rules 13d-3 and 13d-5 under the Exchange Act, except that
     the Term C Lender and such other Persons will be deemed to have beneficial
     ownership of all shares of Parent Common Stock that the Term C Lender and
     such other Persons have the right to acquire, whether such right is
     exercisable immediately or only after the passage of time), directly or
     indirectly, of more than 19.9% of the total voting power of all issued and
     outstanding Parent Common Stock.  Any portion of the Term C Loan Amount
     which cannot be converted into Parent Common Stock because of the foregoing
     limitation shall remain outstanding and shall constitute an Obligation
     hereunder.

     (k)  Section 2.17.3 of the Loan Agreement is amended by replacing the words
          --------------
"the right to convert up to $24,000,000" with the words "the right to convert up
to $33,000,000".

     (l)  Section 4.1 of the Loan Agreement is amended and restated in its
          -----------
entirety to read as follows:

          Section 4.1.  Grant of Security Interest.  Each Borrower hereby
                        --------------------------
grants to Agent, for the benefit of the Lender Group, a continuing security
interest in all of its right, title, and interest in all currently existing and
hereafter acquired or arising Personal Property Collateral in order to secure
prompt repayment of any and all of the Obligations in accordance with the terms
and conditions of the Loan Documents and in order to secure prompt performance
by Borrowers

                                       5
<PAGE>

of each of their covenants and duties under the Loan Documents. The Agent's
Liens in and to the Personal Property Collateral shall attach to all Personal
Property Collateral without further act on the part of Agent or Borrowers.
Anything contained in this Agreement or any other Loan Document to the contrary
notwithstanding, except for Permitted Dispositions, Borrowers have no authority,
express or implied, to dispose of any item or portion of the Collateral.

     (m) Schedule C-1 hereby is amended and restated in its entirety to read as
         ------------
set forth in Annex I attached hereto.

2.   Acknowledgement of the Obligations. Borrowers acknowledge that, as of
August 9, 2001, (i) Borrowers owe the Original Lenders $15,410,852.27 in
principal for Advances plus accrued and unpaid interest, (ii) Borrowers owe the
Term A Lender $2,400,000 in principal for the Term A Loan plus accrued and
unpaid interest, (iii) Borrowers owe the Term B Lender $7,590,000 in principal
for the Term B Loan plus accrued and unpaid interest, and (iv) Borrowers owe the
Term C Lender $17,117,680 in principal for the First Term C Loan Tranche, the
Second Term C Loan Tranche, the Third Term C Loan Tranche and the Fourth Term C
Loan Tranche, plus accrued and unpaid interest. The total amount of the
Obligations, including without limitation principal, interest and fees and
reasonable expenses of Lenders' counsel, is by the execution of this Amendment
by Borrowers, ratified, confirmed and approved by Borrowers in all respects.
Borrowers acknowledge and agree that (a) the Obligations are valid and binding
obligations of Borrowers, enforceable against Borrowers in accordance with their
terms, and (b) Borrowers are presently obligated to pay these amounts and all of
their other existing Obligations in accordance with the terms of the Loan
Documents, all without any further demand, notice or claim. In addition,
Borrowers acknowledge and agree with Lenders that (x) Borrowers have no known
claim or cause of action against Lenders (or Lenders' directors, officers,
employees, agents, affiliates or attorneys), (y) Borrowers have no known offset
right, counterclaim or defense of any kind against any Obligations, and (z)
Lenders have heretofore properly performed and satisfied in a timely manner all
of Lenders' obligations to Borrowers.

3.   Conditions. This Amendment shall become effective only upon satisfaction in
full of the following conditions precedent:

          (a)   Agent shall have received on or before the Amendment 4(e)
Closing Date the following, each in form and substance satisfactory to Agent
(and, where indicated, the applicable Lender) and, unless indicated otherwise,
dated as of the Amendment 4(e) Closing Date::

          (i)   counterparts of this Amendment, duly executed by the Borrowers
          and the Lender Group; and

          (ii)  such other agreements, instruments, approvals, opinions and
          other documents as Agent or any Lender may reasonably request.

     (b)  The Term C Lender shall have received the Amendment 4(e) Equity
Documents (as hereinafter defined) in form and substance satisfactory to the
Term C Lender.

                                       6
<PAGE>

     (c) Parent shall have paid to the Term C Lender the Amendment 4(e) Closing
Fee and the Amendment 4(e) Use Fee, which Amendment 4(e) Closing Fee and
Amendment 4(e) Use Fee shall be fully earned as of the date of this Amendment;
the parties hereto agree that the Amendment 4(e) Closing Fee and the Amendment
4(e) Use Fee shall be paid from the proceeds of the Fifth Term C Loan Tranche.

     (d) The several counsel to the members of the Lender Group shall have
received payment, in immediately available funds, of all accrued and unpaid
attorneys fees and expenses constituting Lender Group Expenses incurred in
connection with this Amendment and the transactions contemplated hereunder or
reasonably ancillary hereto.

     (e) The representations and warranties in this Amendment, the Loan
Agreement as amended by this Amendment, and the other Loan Documents shall be
true and correct in all respects on and as of the date hereof, as though made on
such date (except to the extent that such representations and warranties relate
solely to an earlier date);

     (f) No Default or Event of Default shall have occurred and be continuing on
the date hereof, nor shall result from the consummation of the transactions
contemplated herein;

     (g) No injunction, writ, restraining order, or other order of any nature
prohibiting, directly or indirectly, the consummation of the transactions
contemplated herein shall have been issued and remain in force by any
governmental authority against Borrowers or the Lender Group; and

     (h) All other documents and legal matters in connection with the
transactions contemplated by this Amendment shall have been delivered or
executed or recorded and shall be in form and substance satisfactory to Agent
and its counsel.

4.   Amendment 4(e) Equity Documents.  In consideration of the financial
accommodations being provided to Borrowers by the Term C Lender pursuant to this
Amendment and Amendments 4(a), 4(b), 4(c) and 4(d), the parties hereto hereby
agree as follows:

     (a) On the Amendment 4(e) Closing Date, the Parent and WGSI agree to
execute and deliver to the Term C Lender, the following instruments
(collectively, the "Amendment 4(e) Equity Documents"; together with this
Amendment and any other documents delivered pursuant to Section 3(a) above, each
an "Amendment Document" and collectively, the "Amendment Documents"), each in
form and substance satisfactory to the Term C Lender:

         (i)  a warrant issued to the Term C Lender (or its nominee) to
         purchase, subject to certain limitations on the number of shares which
         may be issued under such warrant as set forth therein, up to 9%, on a
         fully diluted basis, of the number of shares of the Parent's common
         stock on the exercise date (the "Fifth New Parent Warrant"), duly
         executed by the Parent; and

         (ii) a warrant issued to the Term C Lender (or its nominee) to purchase
         up to 9%, on a fully diluted basis, of the number of shares of WGSI
         Common Stock on the exercise date (the "Fifth New WGSI Warrant";
         together with the Fifth New

                                       7
<PAGE>

          Parent Warrant, collectively, the "Fifth New Warrants"), duly executed
          by WGSI; and

          (iii) such other agreements, instruments, approvals, opinions and
          other documents as the Term C Lender may reasonably request in
          connection with the Fifth New Warrants and the Registration Rights
          Agreements delivered pursuant to Amendment 4(a).

     (b)  The Parent and WGSI agree that each of the Fifth New Warrants shall
have (A) an expiration date of five (5) years from the Amendment 4(e) Closing
Date, (B) an exercise price per share equal to the Exercise Price (as defined
below) and (C) anti-dilution provisions acceptable to the Term C Lender but in
no event less favorable than those of shareholders existing on or after the date
hereof.  The Common Stock to be issued upon exercise of the Fifth New Warrants
shall benefit from the registration rights and other rights set forth in the
Registration Rights Agreements delivered pursuant to Amendment 4(a).

     (c)  As used in subsection (b) above, "Exercise Price" means (i) with
respect to Parent Common Stock, a price per share equal to (x) $2,250,000,
divided by (y) an amount equal to 9% of the issued and outstanding shares of
Parent Common Stock on a fully diluted basis and (ii) with respect to WGSI
Common Stock, a price per share equal to (x) $6,750,000, divided by (y) an
amount equal to 9% of the issued and outstanding shares of WGSI Common Stock on
a fully diluted basis or such adjusted exercise price in effect at the date of
the exercise of the Fifth New Parent Warrant or the Fifth New WGSI Warrant, as
applicable.

     (e)  The Term B Lender and the Term C Lender agree that:

          (i)   if the Term B Lender shall exercise its Parent Conversion Right
under Section 2.16 of the Loan Agreement (as amended hereby) or if the Term C
      ------------
Lender exercises its New Parent Conversion Right under Section 2.17 of the Loan
                                                       ------------
Agreement (as amended hereby), the New Parent Warrants shall expire,

          (ii)  if the Term C Lender exercises its New WGSI Conversion Right
under Section 2.17 of the Loan Agreement (as amended hereby), the New WGSI
      ------------
Warrants shall expire, and

          (iii) the Term B Lender and the Term C Lender (based solely on their
ownership of Parent Common Stock issued upon the exercise of the Parent
Conversion Right, the New Parent Conversion Right or the New Parent Warrants
("Specified Parent Common Stock")) shall not, together with Cerberus Partners
(based solely on Cerberus Partners' ownership of the Parent's Class E Preferred
Stock), be entitled to more than the number of votes equal to 49.9% of the
voting power of the Parent Common Stock outstanding on the record date for which
a vote is being taken (and therefore to the extent that such Lenders' ownership
of Specified Parent Common Stock would entitle such Lenders and Cerberus
Partners (based solely on Cerberus Partners' ownership of Class E Preferred
Stock) to voting power in excess of 49.9%, the voting power shall be reduced to
that percentage).

     (f)  The Agent and each of the Lenders hereby consent to the issuance of
the Amendment 4(e) Equity Documents and to the terms thereof and waive any term,
agreement or

                                       8
<PAGE>

covenant in the Loan Agreement or in any other Loan Document which would
otherwise restrict or prohibit the execution, delivery and performance of the
Amendment 4(e) Equity Documents. Such consent and waiver shall be effective only
in this specific instance and for this specific purpose and shall not permit any
further departure from the terms of the Loan Documents, all of which shall
remain in full force in effect (except as expressly set forth in this Amendment)
and are hereby ratified and confirmed.

5.   Representations and Warranties.  Each Borrower hereby represents and
warrants to the Lender Group that (a) the execution, delivery, and performance
of each Amendment Document to which it is a party, and the performance of the
Loan Agreement, as amended by this Amendment, are within its corporate or other
organizational powers, have been duly authorized by all necessary corporate
action, and are not in contravention of any law, rule, or regulation, or any
order, judgment, decree, writ, injunction, or award of any arbitrator, court, or
governmental authority, or of the terms of its charter or bylaws, or of any
contract or undertaking to which it is a party or by which any of its properties
may be bound or affected, and (b) each Amendment Document to which it is a party
and the Loan Agreement, as amended by this Amendment, constitute such Borrower's
legal, valid, and binding obligation, enforceable against such Borrower in
accordance with its terms.

6.   Further Assurances.  Borrowers shall execute and deliver all agreements,
documents, and instruments, in form and substance satisfactory to Agent, and
take all actions as Agent or any Lender may reasonably request from time to time
fully to consummate the transactions contemplated under the Amendment Documents
and the Loan Agreement, as amended by this Amendment.

7.   Miscellaneous.

     (a) This Amendment shall be effective as of the Amendment 4(e) Closing
Date.

     (b) Upon the effectiveness of this Amendment, each reference in the Loan
Agreement to "this Agreement", "hereunder", "herein", "hereof" or words of like
import referring to the Loan Agreement shall mean and refer to the Loan
Agreement as amended by this Amendment.

     (c) Upon the effectiveness of this Amendment, each reference in the Loan
Documents to the "Loan Agreement", "thereunder", "therein", "thereof" or words
of like import referring to the Loan Agreement shall mean and refer to the Loan
Agreement as amended by this Amendment.


     (d) This Amendment shall be governed by and construed in accordance with
the laws of the State of New York.

     (e) This Amendment may be executed in any number of counterparts and by
different parties on separate counterparts, each of which, when executed and
delivered, shall be deemed to be an original, and all of which, when taken
together, shall constitute but one and the same Amendment.  Delivery of an
executed counterpart of this Amendment by telefacsimile shall be equally as
effective as delivery of a manually executed counterpart of this Amendment.  Any
party delivering an executed counterpart of this Amendment by telefacsimile also
shall deliver a

                                       9
<PAGE>

manually executed counterpart of this Amendment but the failure to deliver a
manually executed counterpart shall not affect the validity, enforceability, and
binding effect of this Amendment.

     (f) This Amendment is a Loan Document.

                Remainder of this page intentionally left blank

                                       10
<PAGE>

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly
executed as of the date first above written.


                                          Borrowers:
                                          ---------
                                          WAM!NET INC., a
                                          Minnesota corporation

                                          By: __________________________________
                                          Title: _______________________________

                                          WAM!NET GOVERNMENT SERVICES, INC.,
                                          a Minnesota corporation

                                          By: __________________________________
                                          Title: _______________________________

                                          WAM!NET PROFESSIONAL SERVICES LLC,
                                          a Minnesota limited liability company

                                          By: __________________________________
                                          Title: _______________________________

                                          Agent:
                                          -----

                                          FOOTHILL CAPITAL CORPORATION,
                                          a California corporation, as Agent

                                          By: __________________________________
                                          Title: _______________________________


                      (Signature Page to Amendment 4(e))

                                       11
<PAGE>

                                          Lenders:
                                          -------

                                          FOOTHILL CAPITAL CORPORATION,
                                          a California corporation

                                          By: __________________________________
                                          Title: _______________________________

                                          ABLECO FINANCE LLC,
                                          a Delaware limited liability company
                                          (for itself and as agent for certain
                                          of its affiliates)

                                          By: __________________________________
                                          Title: _______________________________

                                          MADELEINE L.L.C.,
                                          a New York limited liability company
                                          (for itself and as agent for certain
                                          of its affiliates)

                                          By: __________________________________
                                          Title: _______________________________


                       (Signature Page to Amendment 4(e))

                                       12
<PAGE>

                                    ANNEX I

                                  Schedule C-1
                                  ------------

                                  Commitments


<TABLE>
<CAPTION>
============================================================================================================
                          Revolver          Term A Loan        Term B Loan     Term C Loan        Total
      Lender             Commitment          Commitment        Commitment       Commitment      Commitment
============================================================================================================
<S>                      <C>                <C>                <C>             <C>              <C>
Foothill Capital         $15,000,000         $        0        $        0      $         0      $15,000,000
 Corporation
============================================================================================================
Ableco Finance LLC       $15,000,000         $2,400,000        $        0      $         0      $17,400,000
============================================================================================================
Madeleine L.L.C.         $         0         $        0        $7,590,000      $23,365,912      $30,955,912
============================================================================================================
All Lenders              $30,000,000         $2,400,000        $7,590,000      $23,365,912      $63,355,912
============================================================================================================
</TABLE>

                                       13

</TEXT>
</DOCUMENT>
