-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, CCQyBFftSSOiwZ1xzXQTVxoF32aAo5dyukjxNVoCp+R14LXEKVlB5XQwAiB5Uba+ nbknTUcelM5cmY/s5XSNWw== 0001094891-01-000002.txt : 20010122 0001094891-01-000002.hdr.sgml : 20010122 ACCESSION NUMBER: 0001094891-01-000002 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 20001206 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 20010102 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WINSTAR COMMUNICATIONS INC CENTRAL INDEX KEY: 0000868797 STANDARD INDUSTRIAL CLASSIFICATION: TELEPHONE COMMUNICATIONS (NO RADIO TELEPHONE) [4813] IRS NUMBER: 133585278 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 001-10726 FILM NUMBER: 1500283 BUSINESS ADDRESS: STREET 1: 685 THIRD AVE CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 2125844000 FORMER COMPANY: FORMER CONFORMED NAME: ROBERN INDUSTRIES INC DATE OF NAME CHANGE: 19930328 FORMER COMPANY: FORMER CONFORMED NAME: ROBERN APPAREL INC DATE OF NAME CHANGE: 19600201 8-K 1 0001.txt FORM 8-K SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 -------------- FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported) December 6, 2000 ---------------- WINSTAR COMMUNICATIONS, INC. ---------------------------- (Exact Name of Registrant as Specified in Charter) Delaware 1-10726 13-3585278 - ---------------------------- ------------ ------------------- (State or Other Jurisdiction (Commission (IRS Employer of Incorporation) File Number) Identification No.) 685 Third Avenue, New York, New York 10017 - ------------------------------------- ------------ (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code (212) 792-9800 -------------- Not Applicable ------------------------------------------------------------- (Former Name or Former Address, if Changed Since Last Report) ITEM 5. OTHER EVENTS Financing Transactions Private Placement of Preferred Stock and Warrants On December 6, 2000, Winstar Communications, Inc. ("Company") consummated the previously announced private placement ("Private Placement") of 270,000 shares of the Company's Series H Senior Cumulative Participating Convertible Preferred Stock ("Series H Preferred Stock") and warrants to purchase an aggregate of 4,590,000 shares of the Company's Common Stock ("Warrants") for an aggregate purchase price of $270,000,000 to Credit Suisse First Boston Equity Partners, L.P. ("CSFBEP"), Welsh, Carson, Anderson & Stowe VIII, L.P. ("WCAS"), Microsoft Corporation ("Microsoft"), CPQ Holdings, Inc. ("Compaq"), a wholly- owned subsidiary of Compaq Computer Corporation, and certain other purchasers. The sale was made pursuant to a Securities Purchase Agreement dated as of November 7, 2000 by and among the Company, Winstar Credit Corp., CSFBEP, WCAS, Microsoft, Compaq and the other purchasers listed on the signature pages thereto. Senior Secured Financing and Equipment Leasing Facilities Upon the closing of the Private Placement, an additional $125 million of equipment lease financing became available to a subsidiary of the Company pursuant to the previously announced equipment leasing arrangement with Cisco Systems Capital Corporation, a subsidiary of Cisco Systems Inc. Also on December 6, 2000, the Company consummated the previously announced $200 million Term Loan C to be made under the Company's Revolving Credit and Term Loan Agreement, as amended, dated as of May 4, 2000, among WCI Capital Corp., as borrower, the Company and certain subsidiaries, as guarantors, the Lenders from time to time parties thereto, The Bank of New York, as Letter of Credit Issuer, Administrative Agent and Collateral Agent for the Lenders and certain other parties in other capacities. A copy of the press release announcing the closing of the foregoing financing transactions is annexed hereto as Exhibit 99.1. Amendment to Rights Agreement Effective December 1, 2000, the Board of Directors of the Company approved a fourth amendment (the "Fourth Amendment") to the Rights Agreement dated as of July 2, 1997, as amended on June 3, 1999, July 15, 1999 and February 1, 2000 (as so amended, the "Rights Agreement"), by and between the Company and Continental Stock Transfer and Trust Company, as Rights Agent (the "Rights Agent"). The Fourth Amendment was adopted to further revise the definition of 2 "Beneficial Owner" (and the correlative terms "beneficially own" and "Beneficial Ownership") to exclude therefrom (A) any shares of a class of Voting Stock (as defined in the Rights Agreement) represented by certain shares of the Company's Series G Senior Cumulative Participating Convertible Preferred Stock ("Series G Preferred Stock"), the Company's Series H Preferred Stock and the Warrants, and (B) any shares of a class of Voting Stock either issued or deemed issued by the Company in payment of dividends on, or as a result of the failure of the Company to pay cash dividends on, outstanding shares of such Series G Preferred Stock or Series H Preferred Stock pursuant to the terms of the instrument providing for the creation of the Series G Preferred Stock and the Series H Preferred Stock. A complete copy of the Fourth Amendment is attached hereto as Exhibit 4.1 and is incorporated herein by reference. A copy of the Rights Agreement, as previously amended, is incorporated herein by reference to Exhibit 4 to the Form 8-A filed with the SEC on July 2, 1997, to Exhibit 4.2 to the Form 8-A/A filed with the SEC on June 3, 1999, to Exhibit 4.3 to the Form 8-A/A filed with the SEC on July 16, 1999 and to Exhibit 4.4 to the Form 8-A/A filed with the SEC on February 1, 2000. 3 ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS. (c) Exhibits 4.1 Fourth Amendment to the Rights Agreement dated as of December 6, 2000 between the Company and the Rights Agent 10.1 Amendment No. 1, dated as of June 23, 2000, to the Revolving Credit and Term Loan Agreement among Winstar Communications, Inc., the Guarantors from time to time parties thereto and WCI Capital Corp., the Lenders from time to time parties thereto and The Bank of New York, as Letter of Credit Issuer, Administrative Agent and Collateral Agent, Citicorp North America, Inc., as Syndication Agent, and CIBC World Markets Corp. and Credit Suisse First Boston, as Documentation Agents 10.2 Amendment No. 2 and New Lender Agreement, dated as of December 6, 2000, to the Revolving Credit and Term Loan Agreement among Winstar Communications, Inc., the Guarantors from time to time parties thereto and WCI Capital Corp., the Lenders from time to time parties thereto and The Bank of New York, as Letter of Credit Issuer, Administrative Agent and Collateral Agent, Citicorp North America, Inc., as Syndication Agent, and CIBC World Markets Corp. and Credit Suisse First Boston, as Documentation Agents 99.1 Press Release, dated December 7, 2000 4 SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Dated: December 29, 2000 WINSTAR COMMUNICATIONS, INC. By: /s/ Kenneth J. Zinghini -------------------------- Kenneth J. Zinghini Senior Vice President 5 EXHIBIT INDEX Exhibit No. Description 4.1 Fourth Amendment to the Rights Agreement dated as of December 6, 2000 between the Company and the Rights Agent 10.1 Amendment No. 1, dated as of June 23, 2000, to the Revolving Credit and Term Loan Agreement among Winstar Communications, Inc., the Guarantors from time to time parties thereto and WCI Capital Corp., the Lenders from time to time parties thereto and The Bank of New York, as Letter of Credit Issuer, Administrative Agent and Collateral Agent, Citicorp North America, Inc., as Syndication Agent, and CIBC World Markets Corp. and Credit Suisse First Boston, as Documentation Agents 10.2 Amendment No. 2 and New Lender Agreement, dated as of December 6, 2000, to the Revolving Credit and Term Loan Agreement among Winstar Communications, Inc., the Guarantors from time to time parties thereto and WCI Capital Corp., the Lenders from time to time parties thereto and The Bank of New York, as Letter of Credit Issuer, Administrative Agent and Collateral Agent, Citicorp North America, Inc., as Syndication Agent, and CIBC World Markets Corp. and Credit Suisse First Boston, as Documentation Agents 99.1 Press Release, dated December 7, 2000 6 EX-4.1 2 0002.txt 4TH AMENDMENT TO RIGHTS AGREEMENT EXHIBIT 4.1 FOURTH AMENDMENT TO THE RIGHTS AGREEMENT THIS FOURTH AMENDMENT TO THE RIGHTS AGREEMENT, made and entered into as of this 6th day of December, 2000 (this "Fourth Amendment"), by and between WINSTAR COMMUNICATIONS, INC. (the "Company") and CONTINENTAL STOCK TRANSFER AND TRUST COMPANY, as Rights Agent (the "Rights Agent"), is being executed under the following circumstances: WHEREAS, the Company and the Rights Agent entered into a Rights Agreement, dated as of July 2, 1997, an Amendment to the Rights Agreement, dated as of June 3, 1999, a Second Amendment to the Rights Agreement, dated as of July 15, 1999, and a Third Amendment to the Rights Agreement, dated as of January 31, 2000 (as so amended, the "Rights Agreement"); WHEREAS, effective July 2, 1997 (the "Rights Dividend Declaration Date") the Board of Directors of the Company authorized and declared a distribution of one Right (each, a "Right") for each share of Common Stock, par value $.01 per share, of the Company (the "Company Common Stock") outstanding at the Close of Business (as defined in the Rights Agreement) on July 14, 1997 (the "Record Date"), and authorized the issuance of one right (as such number may be adjusted pursuant to the Rights Agreement) for each share of Company Common Stock issued between the Record Date (whether originally issued or delivered from the Company's treasury) and, except as otherwise provided in Section 22 of the Rights Agreement, the Distribution Date, each Right initially representing the right to purchase upon the terms and subject to the conditions set forth in the Rights Agreement one Unit (as defined in the Rights Agreement) of Series B Preferred Stock (as defined in the Rights Agreement); and WHEREAS, the Board of Directors of the Company, by resolutions duly adopted on December 1, 2000, authorized this Fourth Amendment to the Rights Agreement in accordance with Section 26 of the Rights Agreement. NOW THEREFORE, the Company and the Rights Agent hereby amend the Rights Agreement as follows, pursuant to Section 26 of the Rights Agreement: Section 1. Amendments to the Rights Agreement. (a) The following definitions shall be added to Section 1 of the Rights Agreement, in appropriate alphabetical order: ""December 2000 Warrants" shall mean the Warrants to purchase shares of Common Stock of the Company issued by the Company concurrently with the issuance of the Series H Preferred Stock." ""Series G Preferred Stock" shall mean the Company's Series G Senior Cumulative Participating Convertible Preferred Stock." ""Series H Preferred Stock" shall mean the Company's Series H Senior Cumulative Participating Convertible Preferred Stock." The definitions set forth in Section 1 of the Rights Agreement shall be appropriately renumbered to reflect the addition of the definitions for the December 2000 Warrants, the Series G Preferred Stock and the Series H Preferred Stock. (b) Clause (D) of the proviso set forth at the end of Section 1(e) of the Rights Agreement shall be deleted in its entirety and replaced with the following: "(D) either (x) any shares of a class of Voting Stock represented by shares of Series G Preferred Stock, Series H Preferred Stock or the December 2000 Warrants Beneficially Owned by such Person on December 6, 2000, to the extent, but only to the extent, that such Beneficial Ownership would, but for this clause (x), result in such Person being an Acquiring Person hereunder, provided that such Person does not after December 6, 2000 acquire in any manner whatsoever the Beneficial Ownership of any shares of a class of Voting Stock other than as provided by clause (y) immediately following hereafter, or (y) any shares of a class of Voting Stock either issued or deemed issued by the Company in payment of dividends on, or as a result of the failure of the Company to pay cash dividends on, outstanding shares of Series G Preferred Stock or Series H Preferred Stock pursuant to the terms of the instruments providing for the creation of the Series G Preferred Stock and the Series H Preferred Stock." Section 2. Full Force and Effect. The remainder of the Rights Agreement shall remain unchanged, and the Rights Agreement, as amended above, shall remain in full force and effect. Section 3. Governing Law. This Fourth Amendment shall be governed by, and construed in accordance with, the laws of the State of Delaware. Section 4. Counterparts. This Fourth Amendment may be executed in two or more counterparts and each of such counterparts shall for all purposes be deemed to be an original and all such counterparts shall constitute but one and the same instrument. Delivery of an executed counterpart of a signature page to this Fourth Amendment by telecopier shall be as effective as delivery of a manually executed counterpart of this Fourth Amendment. [THE REMAINDER OF THIS PAGE HAS BEEN INTENTIONALLY LEFT BLANK] 2 IN WITNESS WHEREOF, the parties hereto have caused this Fourth Amendment to be duly executed on their behalf as of the date first above written. WINSTAR COMMUNICATIONS, INC. By: /s/ Kenneth J. Zinghini -------------------------------- Name: Kenneth J. Zinghini Title: Senior Vice President CONTINENTAL STOCK TRANSFER & TRUST COMPANY By: /s/ Steven Nelson --------------------------------- Name: Steven Nelson Title: Chairman 3 EX-10.1 3 0003.txt AMENDMENT NO. 1 TO REVOLVING CREDIT AGREEMENT AMENDMENT NO.1 AMENDMENT NO. 1, dated as of June 23, 2000 (this "Amendment No. 1."), to the REVOLVING CREDIT AND TERM LOAN AGREEMENT, dated as of May 4, 2000, (as amended hereby, the "Credit Agreement") among WINSTAR COMMUNICATIONS, INC., a Delaware corporation (the "Parent"), WCI CAPITAL CORP., a Delaware corporation (the "Borrower"), each of the entities listed on the signature pages thereof under the heading "Guarantors" and the Additional Guarantors (as defined in Section 6.09 thereof ) from time to time parties thereto, each of the lenders from time to time parties thereto (collectively, the "Lenders"), THE BANK OF NEW YORK, as letter of credit issuer, administrative agent and collateral agent for the Lenders, CITICORP NORTH AMERICA, INC., as syndication agent for the Lenders, and CIBC WORLD MARKETS CORP. and CREDIT SUISSE FIRST BOSTON, as documentation agents for the Lenders. WITNESSETH: WHEREAS, the parties hereto desire to amend the Credit Agreement as provided herein. NOW THEREFORE, the parties hereto agree as follows: SECTION 1. Amendments. (a) Section 8.02(b) (i) of the Credit Agreement is hereby amended by replacing the phrase "Be a party to any merger, consolidation or share exchange, or sell, transfer, lease or otherwise dispose of all or substantially all of its assets or property, including the Capital Stock of Subsidiaries, in one transaction or a series of related transactions, including any disposition of assets or property as part of a Sale/Leaseback Transaction or permit any Restricted Subsidiary or Principal Subsidiary so to do;" with the phrase "Be a party to, or permit any Restricted Subsidiary or Principal Subsidiary to be a party to, any (1) merger, consolidation or share exchange or (2) sale, transfer, lease or other disposition of its assets or property, including the Capital Stock of Subsidiaries, in one transaction or a series of related transactions, including any disposition of assets or property as part of a Sale/Leaseback Transaction, if (I) such sale, transfer, lease or other disposition of its assets or property when taken together with related or previous dispositions of assets and property of all Consolidated Subsidiary Group Members would constitute the sale, transfer, lease, or other disposition of all or substantially all of the assets or property of the Consolidated Subsidiary Group Members on a consolidated basis or (II) after giving effect to such merger, consolidation, share exchange, sale, transfer, lease or other disposition of its assets or property, a Default or Event of Default would then exist;" (b) Section 8.02(d)(ii)(B) of the Credit Agreement is hereby amended by replacing the phrase "such any account" with "any such accounts" (c) Section 8.02(d)(ii)(U)(1) of the Credit Agreement is hereby amended by replacing the phrase "in any Person engaged in the Telecommunications Business that is not a Subsidiary, a substantial majority of the assets of which Person consist of Telecommunications Assets, and" with the phrase "in any Person engaged in the Telecommunications Business, a substantial majority of the assets of which Person consist of Telecommunications Assets, and" (d) Section 8.02(d) of the Credit Agreement is hereby amended by adding the following subsection after subsection 8.02(d)(iii) and before the last paragraph of such Section beginning "In determining ..." "(iv) in the case of Designated Foreign Subsidiaries, Principal Subsidiaries and Vendor Facility Obligors, Investments in Temporary Cash Investments; provided that the outstanding balance of any such Investments for all such Persons shall not exceed $25.0 million in the aggregate for more than three consecutive Business Days. (v) in the case of Vendor Facility Obligors, Investments of advances of Purchase Money Indebtedness Incurred under a Vendor Facility in Temporary Cash Investments." (e) Section 8.02(c)(ix) of the Credit agreement is hereby deleted in its entirety and replaced with the following "(ix) Liens securing Indebtedness now existing or to be Incurred under a Vendor Financing under Section 8.02(a)(i)(E) or any replacement refinancing thereof; provided such Liens are limited to (i) Liens on the assets that have been acquired or construction of which has been financed by Purchase Money Indebtedness or (ii) Liens on the assets, including Investments permitted under Section 8.02(d)(v), of Vendor Facility Obligors;" SECTION 2. Effectiveness This Amendment No. 1 will be effective upon the execution of counterparts hereof by the Parent, the Borrower and the Required Lenders. SECTION 3. Representations and Warranties. Each of the Parent and the Borrower hereby represents and warrants that as of the date hereof, after giving effect to this Amendment that (i) the representations and warranties contained in Article V of the Credit Agreement (other than those stated to be made as of a particular date) are true and correct in all material respects on and as of the date hereof as though made on the date hereof, and (ii) no Default or Event of Default shall exist or be continuing under the Credit Agreement. SECTION 4. Miscellaneous. (a) Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed to them in the Credit Agreement. (b) Except as amended hereby, all of the terms of the Credit Agreement shall remain and continue in full force and effect and are hereby confirmed in all respects. (c) This Amendment shall be a Credit Document for the purposes of the Credit Agreement. (d) This Amendment may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto were upon the same instrument. Delivery of an executed counterpart of a signature page of this Amendment or consent hereto by telecopier shall be effective as delivery of a manually executed counterpart of this Amendment. (e) THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HERETO SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the date first above written. PARENT: WINSTAR COMMUNICATIONS, INC. By: -------------------------------------- Name: Title: BORROWER: WCI CAPITAL CORP. By: -------------------------------------- Name: Title: LENDERS: THE BANK OF NEW YORK, as Lender, Administrative Agent and Collateral Agent By: ---------------------------------------------- Name: Title: CIBC INC., as Lender and Syndication Agent By: --------------------------------------- Name: Title: CITICORP NORTH AMERICA, INC., as Lender and Syndication Agent By: --------------------------------------- Name: Title: CREDIT SUISSE FIRST BOSTON By: --------------------------------------- Name: Title: By: --------------------------------------- Name: Title: ABN AMRO BANK N.V. By: --------------------------------------- Name: Title: By: --------------------------------------- Name: Title: BANK OF NOVA SCOTIA By: --------------------------------------- Name: Title: BARCLAYS BANK PLC By: --------------------------------------- Name: Title: CREDIT LYONNAIS NEW YORK BRANCH By: --------------------------------------- Name: Title: DRESDNER BANK AG, NEW YORK AND GRAND CAYMAN BRANCHES By: --------------------------------------- Name: Title: By: --------------------------------------- Name: Title: FLEET NATIONAL BANK By: --------------------------------------- Name: Title: MORGAN GUARANTY TRUST COMPANY OF NEW YORK By: --------------------------------------- Name: Title: ROYAL BANK OF CANADA By: --------------------------------------- Name: Title: SOCIETE GENERALE By: --------------------------------------- Name: Title: TORONTO DOMINION (TEXAS), INC. By: --------------------------------------- Name: Title: IBM CREDIT CORPORATION By: --------------------------------------- Name: Title: MERRILL LYNCH SENIOR FLOATING RATE FUND, INC. By: --------------------------------------- Name: Title: VAN KAMPEN PRIME RATE INCOME TRUST By: --------------------------------------- Name: Title: VAN KAMPEN SENIOR INCOME TRUST By: --------------------------------------- Name: Title: WHITNEY CASH FLOW FUND I, L.P. By: --------------------------------------- Name: Title: VARIABLE INSURANCE PRODUCTS FUND II; ASSET MANAGER GROWTH PORTFOLIO By: --------------------------------------- Name: Title: VARIABLE INSURANCE PRODUCTS FUND II; ASSET MANAGER PORTFOLIO By: --------------------------------------- Name: Title: TORONTO DOMINION (TEXAS) INC. By: --------------------------------------- Name: Title: CAPTIVA FINANCE LTD. By: --------------------------------------- Name: Title: SENIOR DEBT PORTFOLIO, By: Boston Management and Research, as Investment Advisor By: --------------------------------------- Name: Title: EATON VANCE SENIOR INCOME TRUST, By: Eaton Vance Management, as Investment Advisor By: --------------------------------------- Name: Title: HARCH CLO I, LTD. By: --------------------------------------- Name: Title: PAMCO CAYMAN LTD., By: Highland Capital Management, L.P. as Collateral Manager By: --------------------------------------- Name: Title: SRV - HIGHLAND, INC., By: --------------------------------------- Name: Title: ELF FUNDING TRUST I, By: Highland Capital Management, L.P. as Collateral Manager By: --------------------------------------- Name: Title: PAM CAPITAL FUNDING, L.P., By: Highland Capital Management, L.P. as Collateral Manager By: --------------------------------------- Name: Title: HIGHLAND LEGACY LIMITED, By: Highland Capital Management, L.P. as Collateral Manager By: --------------------------------------- Name: Title: ARCHIMEDES FUNDING III, LTD., By: ING Capital Advisors LLC as Collateral Manager By: --------------------------------------- Name: Title: KZH ING - 1 LLC By: --------------------------------------- Name: Title: KZH ING - 2 LLC By: --------------------------------------- Name: Title: MERITA BANK PLC By: --------------------------------------- Name: Title: By: --------------------------------------- Name: Title: MERRILL LYNCH PRIME RATE PORTFOLIO, By: Merrill Lynch Asset Management, L.P., as Investment Advisor By: --------------------------------------- Name: Title: STANFIELD CLO LTD., By: Stanfield Capital Partners, LLC, as its Collateral Manager By: --------------------------------------- Name: Title: STANFIELD/RMF TRANSATLANTIC CDO, LTD., By: Stanfield Capital Partners, LLC, as its Collateral Manager By: --------------------------------------- Name: Title: NUVEEN SENIOR INCOME FUND, By: Nuveen Senior Loan Asset Management Inc. By: --------------------------------------- Name: Title: NUVEEN FLOATING RATE FUND, By: Nuveen Senior Loan Asset Management Inc. By: --------------------------------------- Name: Title: EX-10.2 4 0004.txt AMENDMENT 2 AND NEW LENDER AGREEMENT Execution Copy AMENDMENT NO. 2 AND NEW LENDER AGREEMENT AMENDMENT NO. 2 AND NEW LENDER AGREEMENT, dated as of December 6, 2000 (this "Amendment No. 2"), in respect of the REVOLVING CREDIT AND TERM LOAN AGREEMENT, dated as of May 4, 2000, (as amended prior to the date hereof and unless otherwise stated herein, the "Credit Agreement") among WINSTAR COMMUNICATIONS, INC., a Delaware corporation (the "Parent"), WCI CAPITAL CORP., a Delaware corporation (the "Borrower"), each of the entities listed on the signature pages thereof under the heading "Guarantors" and the Additional Guarantors (as defined in Section 6.09 thereof ) from time to time parties thereto, each of the lenders from time to time parties thereto (collectively, the"Lenders"), THE BANK OF NEW YORK, as letter of credit issuer, administrative agent and collateral agent for the Lenders, CITICORP NORTH AMERICA, INC., as syndication agent for the Lenders, and CIBC WORLD MARKETS CORP. and CREDIT SUISSE FIRST BOSTON, as documentation agents for the Lenders. Capitalized terms not otherwise defined herein shall have the meaning set forth in the Credit Agreement. WITNESSETH: WHEREAS, the Borrower has requested that the existing Lenders under the Credit Agreement (the "Existing Lenders") permit an increase in the Indebtedness of the Loan Parties under the Credit Documents by $200,000,000 under a new senior secured term loan; WHEREAS, the Existing Lenders are willing to permit such an increase in Indebtedness under the Credit Documents and Siemens Financial Services, Inc. (the "New Lender") is willing to make loans of $200,000,000 under a new senior secured term loan; and WHEREAS, the parties hereto desire to amend the Credit Agreement as provided herein. NOW THEREFORE, the parties hereto agree as follows: SECTION 1. Amendments to the Credit Agreement. (a) The first recital of the Credit Agreement is hereby amended by deleting the words "and (iii)" in line 7 thereof and by replacing them with the word "(iii)", and by deleting the words "; the Term Loan B Loans, together with the Term Loan A Loans, being the "Term Loans") in lines 9 and 10 thereof and by adding, after the word "and" in line 10 thereof, the following paragraph (iv): Execution Copy "(iv) $200,000,000 for general corporate purposes under a senior secured term loan facility (the "Term Loan C Facility"; loans made thereunder each being a "Term Loan C Loan" and, collectively, the "Term Loan C Loans"; the Term Loan C Loans, together with the Term Loan A Loans and the Term Loan B Loans, being the "Term Loans");" (b) Section 1.01(c) of the Credit Agreement is hereby amended by: (i) adding the following new defined term after the definition of Alternate Base Rate: "Amendment No. 2" means Amendment No. 2 and New Lender Agreement in respect of this Agreement, dated as of December 6, 2000. (ii) adding the words "and Term Loan C Loans" after the words "Term Loan B Loans" in line 6 of the definition of Applicable Margin, and replacing the Applicable Margin set forth with respect to Term Loan B Loans therein with the following: "Term Loan B Loans and Term Loan C Loans In respect of the Term Loan B Loans and Term Loan C Loans, the Applicable Margin for ABR Loans means 3.50% and the Applicable Margin for Eurodollar Loans means 4.50%," (iii) deleting the definition of "Facilities" and replacing such definition in its entirety with the following: "Facilities" means the Revolving Credit Facility, the Term Loan A Facility, the Term Loan B Facility and the Term Loan C Facility. (iv) deleting the word "and" in line 4 of paragraph (iv) of the definition of Interest Period, adding the word "; and" after the words "Scheduled Installment Date" in line 4 of paragraph (v) thereof and adding a new paragraph (vi) as follows: "(vi) any Interest Period with respect to a Term Loan C Loan that begins before a Term Loan C Scheduled Installment Date and would otherwise end after such Term Loan C Scheduled Installment Date shall end on such Term Loan C Scheduled Installment Date." -2- Execution Copy (v) deleting the word "and" in line 10 of the definition of Pro Rata Share and adding a paragraph (iv) after the words "then outstanding" in line 14 thereof as follows: ", and (iv) in relation to Term Loan C Loans, the proportion of such Lender's Term Loan C Commitment to the Total Term Loan C Commitment, or after the Term Loan C Commitment Termination Date, the proportion of such Lender's Term Loan C Loans to the aggregate amount of Term Loan C Loans then outstanding." (vi) deleting the word "direct" in line 1 of the definition of Special Purpose Vendor Subsidiary. (vii) adding the following definitions in alphabetical order: "Term Loan C Commitment" means, with respect to a Lender, on the date of Amendment No. 2, the amount set forth opposite such Lender's name under the heading "Term Loan C Commitment" on Schedule 1.01(c)-1 hereto as such amount may be changed from time to time pursuant to the terms of this Agreement. "Term Loan C Commitment Termination Date" means the Term Loan C Effective Date. "Term Loan C Effective Date" means the day during which the Term Loan C Effective Time occurs. "Term Loan C Effective Time" has the meaning assigned to such term in Section 7.04. "Term Loan C Facility" has the meaning set forth in the preamble. "Term Loan C Lenders" means the Lenders committed to lend under the Term Loan C Facility. "Term Loan C Loans" has the meaning assigned to such term in the preamble. -3- Execution Copy "Term Loan C Loan Request" means the single request by the Borrower for Term Loan C Loans, which shall specify (i) the requested Borrowing Date, (ii) the aggregate amount of such Term Loan C Loans, (iii) whether such Term Loan C Loans are to bear interest initially as ABR Loans or Eurodollar Loans and (iv) if applicable, the initial Interest Period therefor. "Term Loan C Scheduled Installment Date" has the meaning set forth in Section 2.05(d). "Total Term Loan C Commitment" means, on any day, the aggregate Term Loan C Commitment on such day of all the Lenders. (viii) adding the words "or a Term Loan C Loan Request" after the words "Term Loan B Loan Request" in the definition of Term Loan Request. (c) Section 2.03 of the Credit Agreement is hereby amended by adding the words "and Term Loan C Loans" after the words "Term Loan B Loans" in the heading thereof and by adding subsections (c) and (d) as follows: "(c) Until the Term Loan C Commitment Termination Date, subject to the terms and conditions of this Agreement, each of the Term Loan C Lenders, severally and not jointly with the other Term Loan C Lenders, agrees to make Term Loan C Loans to the Borrower in an amount not to exceed such Term Loan C Lender's Term Loan C Commitment. (d) In order to borrow Term Loan C Loans, the Borrower shall give a Term Loan C Loan Request to the Administrative Agent, by telephone or telecopy or in writing, not later than 11:00 A.M. (if by telephone, to be so confirmed in substantially the form of Exhibit 2.03(c) not later than 2:00 P.M. on the same day), (i) on the Borrowing Date for ABR Loans and (ii) on the third Business Day before the Borrowing Date for Eurodollar Loans. Upon receipt, the Administrative Agent forthwith shall give notice to each Term Loan C Lender of the substance of the Term Loan C Loan Request. Not later than 2:00 P.M., on the Borrowing Date, each Term Loan C Lender shall make available to the Administrative Agent such Term Loan C Lender's Pro Rata Share of the requested Loans in -4- Execution Copy funds immediately available at the Administrative Agent's office specified pursuant to Section 13.08(a). Subject to satisfaction, or waiver in accordance with Section 7.04, of each of the applicable conditions precedent contained in Article VII, on the Borrowing Date the Administrative Agent shall make available, in like funds, to the Borrower the amounts received by the Administrative Agent from the Term Loan C Lenders." (d) Section 2.04 of the Credit Agreement is hereby amended by adding a subsection (e) as follows: "(e) Term Loan C Commitments; Mandatory Borrowing Request; Commitment Termination. On the Term Loan C Effective Date, Borrower shall give a single Term Loan C Loan Request to the Administrative Agent totaling an aggregate principal amount of $200,000,000. The Term Loan C Commitment terminates on the Term Loan C Commitment Termination Date." (e) Section 2.05 of the Credit Agreement is hereby amended by adding a subsection (d) as follows: "(d) Term Loan C Loans. The outstanding principal of the Term Loan C Loans shall be repaid in installments payable on the last day of each calendar quarter commencing on June 30, 2004 and ending on December 31, 2007 as set forth in the following table: Date Quarterly Installment Payment ---- ----------------------------- June 30, 2004 $500,000 September 30, 2004 $500,000 December 31, 2004 $500,000 March 31, 2005 $500,000 June 30, 2005 $500,000 September 30, 2005 $500,000 December 31, 2005 $500,000 March 31, 2006 $500,000 June 30, 2006 $500,000 September 30, 2006 $500,000 December 31, 2006 $500,000 _____________________________________________________ 5 Execution Copy Date Quarterly Installment Payment ---- ----------------------------- March 31, 2007 $500,000 June 30, 2007 $64,666,667 September 30, 2007 $64,666,667 December 31, 2007 Balance of outstanding Term Loan C Loans (each of the foregoing dates, a "Term Loan C Scheduled Installment Date")." (f) Subject to Section 2(b) of this Amendment No. 2, Section 2.06(b) of the Credit Agreement is hereby amended by adding the words "or the Term Loan C Loans" after the words "Term Loan B Loans" in line 13 thereof and by replacing the final two sentences thereof with the following: "On and after the third anniversary of the Effective Date each partial prepayment shall be applied (i) ratably to the Term Loan A Loans, Term Loan B Loans, and the Term Loan C Loans, and (ii) ratably to the scheduled installments of principal of the Term Loan A Loans, Term Loan B Loans and the Term Loan C Loans, in each case in accordance with the respective principal amounts thereof outstanding as of the date of such payment. Prepaid Term Loans may not be reborrowed." (g) Section 2.06(c)(iv) of the Credit Agreement is hereby amended by adding the words "outstanding as of the date of such payment" after the words "principal amounts thereof" in line 3 thereof and Section 2.06 of the Credit Agreement is further hereby amended by adding a subsection (e) as follows: "(e) Term Loan C Loan Prepayment Fee. In the event the Borrower prepays the Term Loan C Loan, the Borrower shall pay, for the account of the Term Loan C Lenders, a prepayment fee equal to (i) 3% of the principal amount prepaid if prepayment occurs after the Term Loan C Effective Date and on or before the first anniversary of the Term Loan C Effective Date, (ii) 2% of the principal amount prepaid if prepayment occurs after the first anniversary of the Term Loan C Effective Date and on or before the second anniversary of the Term Loan C Effective Date, and (iii) 1% of the principal amount prepaid if prepayment occurs after the second anniversary of the Term Loan C Effective Date and on or before the third anniversary of the Term Loan C Effective Date. Prepayments of the Term Loan C Loan made after the third anniversary of the Term Loan C Effective Date are not subject to this prepayment fee." -6- Execution Copy (h) Article VII of the Credit Agreement is hereby amended by adding a Section 7.04 as follows: "Section 7.04 Conditions Precedent for Term Loan C Commitments and Term Loan C Loans. The conditions precedent set forth in Sections 7.01(a) through (j) shall not apply in respect of Term Loan C Lenders, Term Loan C Commitments or Term Loan C Loans. The obligations of each Term Loan C Lender hereunder are subject to, and each Term Loan C Lender's Commitments shall not become available until, the earliest time (the "Term Loan C Effective Time") on which each of the following conditions precedent shall have been satisfied or waived in writing by the Term Loan C Lenders: (a) Amendment No. 2. Amendment No. 2 shall have become effective in accordance with the terms of Section 2 of Amendment No. 2. (b) Consents and Agreements. All consents or agreements (other than any required for Amendment No. 2 to become effective in accordance with its terms) required by the Borrower to Incur Indebtedness in respect of the Term Loan C Loans pursuant to this Agreement (as amended by Amendment No. 2) shall have been obtained and the Administrative Agent, on behalf of the Term Loan C Lenders, shall have received a certificate, signed by an authorized officer of the Parent and the Borrower, certifying that such consents or agreements have been obtained and attaching thereto a copy or copies of such consents or agreements. (c) Representations and Warranties. The representations and warranties contained in Section 4 of Amendment No. 2 shall be true and correct in all material respects on the Term Loan C Effective Date (except as otherwise set forth in Section 4 of Amendment No. 2) and the Administrative Agent, on behalf of the Term Loan C Lenders, shall have received a certificate, signed by an authorized officer of each of the Loan Parties, to that effect. (d) Evidence of Corporate Action. The Administrative Agent on behalf of the Term Loan C Lenders shall have received the following: (i) a copy of the certificate of incorporation or similar constitutive document of each of the Consolidated Group Members as in effect on the Term Loan C Effective Date, each certified by -7- Execution Copy the Secretary of State of the respective jurisdictions in which such Consolidated Group Member is organized, and a certificate from such Secretary of State as to the good standing of each of the domestic Consolidated Group Members in each case as of a date reasonably close to the Term Loan C Effective Date; and (ii) a certificate of the Secretary or an Assistant Secretary of the Loan Parties, dated the Term Loan C Effective Date, and stating (A) that attached thereto is a true and complete copy of the by-laws or similar constitutive document of the relevant Loan Party as in effect on such date and at all times since the date of the resolutions described in clause (B) below, (B) that attached thereto is a true and complete copy of resolutions duly adopted by the Board of Directors or equivalent authority of the relevant Loan Party authorizing the execution, delivery and performance of this Agreement (as amended by Amendment No. 2), and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) that the certificate of incorporation or similar constitutive document of the relevant Loan Party has not been amended since the date of the last amendment thereto shown on the certificate of good standing furnished pursuant to clause (i) above, and (D) a verification as to the incumbency and signature of each officer executing Amendment No. 2 or any document delivered in connection therewith on behalf of the relevant Loan Party. (e) Opinions of Counsel. The Lenders shall have received favorable written opinions, dated the Term Loan C Effective Date, of (i) Shearman & Sterling, counsel for the Borrower, (ii) Graubard Mollen & Miller, counsel for the Borrower, (iii) Sullivan & Cromwell, special counsel for the Lenders, and (iv) Willkie Farr & Gallagher, special FCC counsel to the Borrower (in reference to spectrum matters only), each in respect of this Agreement as amended by Amendment No. 2 in substantially the form received by the Lenders on the Effective Date. (f) Fees. The Administrative Agent shall have received, on behalf of the Term Loan C Lenders, all fees due pursuant to the fee letter, dated November 7, 2000, or any supplement thereto, from Siemens Information and Communications Networks, Inc to Parent and Borrower. -8- Execution Copy For the avoidance of doubt, this Section 7.04 is without prejudice to the definition of Effective Time and is without prejudice to Sections 7.02 and 7.03 of this Agreement (which Sections shall apply in respect of the Term Loan C Lenders and Term Loan C Loans except that, solely in relation to the Term Loan C Lenders and the Term Loan C Loans, the reference to Section 5.01 in Section 7.02(c) shall be deemed instead to be a reference to Section 4 of Amendment No. 2)." (i) Section 8.02(d)(ii)(Z) of the Credit Agreement is hereby amended by: (i) deleting the words "Net Available Cash" and replacing them with the words "Net Cash Proceeds" in line 1 of subparagraph (2) thereof, adding the words "or" after the word "Proceeds," in line 7 of subparagraph (2) thereof and adding a subparagraph (3) as follows: "(3) $200,000,000 in cash on or after the Term Loan C Effective Date and before December 31, 2000," (ii) deleting the word "either" in line 10 thereof and replacing it with the word "each". (j) Section 8.01(n) of the Credit Agreement is hereby amended by adding the words " ))" after the words "Loan Party" in line 13 thereof and by deleting the words ")" after the words "Identification Number" in Line 16 thereof. (k) Section 11.03(a) of the Credit Agreement is hereby amended by deleting the words "and Term Loan B Loans" in line 23 thereof and replacing them with the words ", Term Loan B Loans and Term Loan C Loans". (l) Section 13.06 of the Credit Agreement is hereby amended by deleting the words "and the other Credit Documents" in line 3 thereof. (m) The Credit Agreement is hereby amended by adding an Exhibit 2.03(c) in the form attached to Annex A to this Amendment No. 2. (n) The Credit Agreement is hereby amended by deleting Exhibit 11.01(d)-2 and replacing it with a new Exhibit 11.01(d)-2 in the form attached to Annex B to this Amendment No. 2. -9- Execution Copy (o) The Credit Agreement is hereby amended by deleting Exhibit 11.03(a) and replacing it with a new Exhibit 11.03(a) in the form attached to Annex C to this Amendment No. 2. (p) The Credit Agreement is hereby amended by deleting Schedule 1.01(c)-1 and replacing it with a new Schedule 1.01(c)-1 in the form attached to Annex D to this Amendment No. 2. SECTION 2. Effectiveness. Subject to Section 2(b) of this Amendment No. 2, this Amendment No. 2 shall be effective upon the following subsections each having been satisfied: (a) the execution of counterparts hereof by the Parent, the Borrower, each of the Guarantors (as such term is defined in the Credit Agreement in relation to Article VI thereof) and the Required Lenders; (b) the execution of counterparts hereof by Existing Lenders holding more than 50% of the sum of the unused portion of the Total Commitment and the total outstanding Loans for each class of Loans that is adversely effected by the modifications to Section 2.06 resulting from this Amendment No. 2, provided that if this Section 2(b) is not satisfied, this Amendment No. 2 shall nevertheless become effective on the satisfaction of Sections 2(a), 2(c) and 2(d) hereof except that (i) the amendment to the Credit Agreement set forth in Section 1(f) of this Amendment No. 2 shall not be made and (ii) Section 2.06 of the Credit Agreement shall, instead, hereby be amended as set forth in Amendment Exhibit A; (c) the execution of a counterpart hereof by New Lender (it being acknowledged that the execution of this Amendment No. 2 by the New Lender is for the purpose of Section 3 hereof and of the New Lender's agreement to the amendments to the Credit Agreement effected hereby); and (d) upon receipt by the Parent of $250,000,000 gross proceeds from the issuance of its Capital Stock on or before January 31, 2001. SECTION 3. New Lender. At the same time as this Amendment No. 2 shall become effective in accordance with its terms, the New Lender shall, without further action on behalf of any person, become a party to and be bound by the provisions of the Credit Agreement (as amended by this Amendment No. 2) and shall have the rights and obligations of a Lender thereunder and under the Credit Documents and the New Lender and each other party executing this Amendment No. 2 accepts and acknowledges the same by their respective signatures hereto. For the avoidance of doubt, neither New Lender nor any affiliate of New -10- Execution Copy Lender shall be an Equipment Vendor Lender solely by reason of (a) New Lender becoming a Lender under the Credit Agreement (as amended by this Amendment No. 2), or (b) an affiliate of New Lender entering into an equipment purchase agreement with a Loan Party, nor shall any Term Loan C Loan be deemed a Vendor Financing. SECTION 4. Representations and Warranties. Each of the Loan Parties as to itself, and as to any Consolidated Group Member that is a Subsidiary thereof, hereby represents and warrants to the other parties hereto that, as of the date hereof and after giving effect to this Amendment No. 2, (a) the representations and warranties contained in Section 5.01 of the Credit Agreement (except to the extent any representation or warranty speaks as of a date certain and which is not made as of the date hereof pursuant to this Section 4) are true and correct in all material respects on and as of the date hereof as though made on the date hereof, (b) no Default or Event of Default exists and is continuing, or shall exist and be continuing, under the Credit Agreement, (c) Schedule 5.01(b) of the Credit Agreement is true and correct in all material respects on and as of the date hereof and each of the representations and warranties in Section 5.01(l)(i) and Section 5.01(n) of the Credit Agreement is true and correct in all material respects on and as of the date hereof as though made on the date hereof, (d) the Credit Agreement (including all schedules and exhibits thereto) has not been amended prior to the date hereof except by Amendment No. 1, dated as of May 4, 2000, and none of the other Credit Documents have been amended in writing, and (e) each of the conditions precedent set forth in Section 7.01 of the Credit Agreement was satisfied (and not waived in writing by the Required Lenders) on the Effective Date. SECTION 5. Survival. All representations and warranties made in this Amendment No. 2 pursuant to Section 4 of this Amendment No. 2, and in the certificates or other instruments prepared or delivered in connection with or pursuant to this Amendment No. 2, shall (i) be considered to have been relied upon by the New Lender regardless of any investigation made by, or on behalf of, the New Lender and (ii) survive the making of the Term Loan C Loans. SECTION 6. Miscellaneous. (a) Except as amended hereby, all of the terms of the Credit Agreement shall remain and continue in full force and effect and are hereby confirmed in all respects. (b) This Amendment No. 2 shall be a Credit Document for the purposes of the Credit Agreement (as hereby amended). (c) This Amendment No. 2 may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto were upon the same instrument. Delivery of an executed -11- Execution Copy counterpart of a signature page of this Amendment No. 2 or consent hereto by telecopier shall be effective as delivery of a manually executed counterpart of this Amendment No. 2. (d) THIS AMENDMENT NO. 2 AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HERETO SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. -12- Amendment Exhibit A (A) Section 2.06(b) of the Credit Agreement shall be amended by: (i) adding after the words "Borrower's direction" in line 14 thereof the words "and shall not, so long as any Term Loan A Loans or Term Loan B Loans shall be outstanding, be applied to the Term Loan C Loans"; and (ii) by adding after the words "B Loans" in line 17 thereof the words ", and (iii) to the Term Loan C Loans if no Term Loan A Loans and Term Loan B Loans shall be outstanding" and by adding after the words "principal amounts thereof" the words "outstanding as of the date of such payment". (B) Section 2.06(c) of the Credit Agreement shall be amended by deleting paragraph (iv) thereof and replacing it with a new paragraph (iv) as follows: "(iv) Prepayments under subsections (ii) and (iii) above shall be applied (A) first, ratably to the Term Loan A Loans and Term Loan B Loans and ratably to the scheduled installments of principal of the Term Loan A Loans and Term Loan B Loans, in each case in accordance with the respective principal amounts thereof outstanding as of the date of such payment, (B) second, to the extent the Term Loan A Loans and Term Loan B Loans have been paid in full, to the Revolving Credit Credit Loans, and (C) third, to the extent the Term Loan A Loans, the Term Loan B Loans have been paid in full and no Revolving Credit Loans are outstanding, to the Term Loan C Loans." [signature pages follow] -13- Execution Copy IN WITNESS WHEREOF, the parties hereto have caused this Amendment No.2 to be duly executed as of the date first above written. PARENT and GUARANTOR: -------------------- WINSTAR COMMUNICATIONS, INC. By: ----------------------------------- Name: Title: BORROWER: -------- WCI CAPITAL CORP. By: ----------------------------------- Name: Title: GUARANTORS: WINSTAR WIRELESS, INC. By: ----------------------------------- Name: Title: WINSTAR A/R SPE, LLC By: ----------------------------------- Name: Title: -14- Execution Copy WINSTAR A/R ACCOUNT PARTY, LLC By: ----------------------------------- Name: Title: WINSTAR BROADBAND ACQUISITION 1999, LLC By: ----------------------------------- Name: Title: WINSTAR BROADBAND ACQUISITION 2000, LLC By: ----------------------------------- Name: Title: WINSTAR NETWORK EXPANSION, LLC By: ----------------------------------- Name: Title: WWI LICENSE HOLDING, INC. By: ----------------------------------- Name: Title: -15- Execution Copy WINSTAR EQUIPMENT CORP. By: ----------------------------------- Name: Title: WINSTAR EQUIPMENT II CORP. By: ----------------------------------- Name: Title: WINSTAR WIRELESS FIBER CORP. By: ----------------------------------- Name: Title: WINSTAR LMDS, LLC By: ----------------------------------- Name: Title: WINSTAR CREDIT CORP. By: ----------------------------------- Name: Title: -15- Execution Copy WINSTAR SWITCH ACQUISITION CORP. By: ----------------------------------- Name: Title: WINSTAR NEW MEDIA COMPANY, INC. By: ----------------------------------- Name: Title: WINSTAR INTERACTIVE MEDIA SALES, INC. By: ----------------------------------- Name: Title: WINSTAR EASYNET INC. By: ----------------------------------- Name: Title: WINSTAR INTERACTIVE VENTURES I, INC. By: ----------------------------------- Name: Title: -16- Execution Copy WINSTAR GLOBAL MEDIA, INC. By: ----------------------------------- Name: Title: WINSTAR RADIO NETWORKS, INC. By: ----------------------------------- Name: Title: WALT BABY LOVE PRODUCTIONS, INC. By: ----------------------------------- Name: Title: NON FICTION FILMS INC. By: ----------------------------------- Name: Title: FOX/LORBER ASSOCIATES, INC. By: ----------------------------------- Name: Title: -18- Execution Copy WELLSPRING MEDIA, INC. By: ----------------------------------- Name: Title: WINSTAR BROADCASTING CORP. By: ----------------------------------- Name: Title: SPORTSFAN RADIO NETWORK INC. By: ----------------------------------- Name: Title: WINSTAR GOVERNMENT SOLUTIONS, LLC By: ----------------------------------- Name: Title: WINSTAR MIDCOM ACQUISITION CORP. By: ----------------------------------- Name: Title: -19- Execution Copy LENDERS: ------- THE BANK OF NEW YORK, as Lender, Letter of Credit Issuer, Administrative Agent and Collateral Agent By: ----------------------------------- Name: Title: -20- Execution Copy ABN-AMRO BANK N.V. By: ----------------------------------- Name: Title: By: ----------------------------------- Name: Title: -21- Execution Copy ALLIANCE CAPITAL FUNDING, L.L.C. By: Alliance Capital Management L.P., as its Collateral Manager By: ----------------------------------- Name: Title: -22- Execution Copy MONUMENT CAPITAL LTD. By: Alliance Capital Management L.P., as its Collateral Manager By: ----------------------------------- Name: Title: -23- Execution Copy THE BANK OF NOVA SCOTIA By: ----------------------------------- Name: Title: -24- Execution Copy FC CBO IV, LTD By: The Bank of Montreal, as its Collateral Manager By: ----------------------------------- Name: Title: -25- Execution Copy BARCLAYS BANK PLC By: ----------------------------------- Name: Title: -26- Execution Copy SIERRA CLO I, LTD By: Centre Pacific, as its Collateral Manager By: ----------------------------------- Name: Title: -27- Execution Copy CIBC WORLD MARKETS, CORP. as Lender and Syndication Agent By: ----------------------------------- Name: Title: -28- Execution Copy CAPTIVA FINANCE LTD. By: ----------------------------------- Name: Title: -29- Execution Copy CITIBANK, N.A. By: ----------------------------------- Name: Title: -30- Execution Copy CITICORP NORTH AMERICA, INC., as Lender and Syndication Agent By: ----------------------------------- Name: Title: -31- Execution Copy CREDIT LYONNAIS, NEW YORK BRANCH By: ----------------------------------- Name: Title: -32- Execution Copy CREDIT SUISSE FIRST BOSTON, as Lender and Documentation Agent By: ----------------------------------- Name: Title: By: ----------------------------------- Name: Title: -33- Execution Copy DRESDNER BANK AG, NEW YORK AND GRAND CAYMAN BRANCHES By: ----------------------------------- Name: Title: By: ----------------------------------- Name: Title: -34- Execution Copy SENIOR DEBT PORTFOLIO By: Boston Management and Research as Investment Advisor By: ----------------------------------- Name: Title: -35- Execution Copy EATON VANCE SENIOR INCOME TRUST By: Eaton Vance Management as Investment Advisor By: ----------------------------------- Name: Title: -36- Execution Copy EATON VANCE INSTITUTIONAL SENIOR LOAN FUND By: Eaton Vance Management as Investment Advisor By: ----------------------------------- Name: Title: -37- Execution Copy EATON VANCE CDO III, LTD By: Eaton Vance Management as Investment Advisor By: ----------------------------------- Name: Title: -38- Execution Copy OXFORD STRATEGIC INCOME FUND By: Eaton Vance Management as Investment Advisor By: ----------------------------------- Name: Title: -39- Execution Copy VARIABLE INSURANCE PRODUCTS FUND II: ASSET MANAGER: GROWTH PORTFOLIO By: ----------------------------------- Name: Title: -40- Execution Copy VARIABLE INSURANCE PRODUCTS FUND II: ASSET MANAGER PORTFOLIO By: ----------------------------------- Name: Title: -41- Execution Copy FLEET NATIONAL BANK By: ----------------------------------- Name: Title: -42- Execution Copy FRANKLIN FLOATING RATE FUND By: Franklin Templeton Funds, as its Collateral Agent By: ----------------------------------- Name: Title: -43- Execution Copy FRANKLIN CLO I, LTD. By: Franklin Templeton Funds, as its Collateral Agent By: ----------------------------------- Name: Title: -44- Execution Copy FRANKLIN FLOATING RATE MASTER SERIES By: Franklin Templeton Funds, as its Collateral Agent By: ----------------------------------- Name: Title: -45- Execution Copy GENERAL ELECTRIC CAPITAL CORPORATION By: ----------------------------------- Name: Title: -46- Execution Copy HARCH CAPITAL By: ----------------------------------- Name: Title: -47- Execution Copy ELF-FUNDING TRUST I By: Highland Capital Management, as its Collateral Manager By: ----------------------------------- Name: Title: -48- Execution Copy SRV-HIGHLAND, INC. By: ----------------------------------- Name: Title: -49- Execution Copy PAM CAPITAL FUNDING LP By: Highland Capital Management, as its Collateral Manager By: ----------------------------------- Name: Title: -50- Execution Copy HIGHLAND LEGACY LIMITED By: Highland Capital Management, as its Collateral Manager By: ----------------------------------- Name: Title: -51- Execution Copy PAMCO CAYMAN LTD. By: Highland Capital Management, as its Collateral Manager By: ----------------------------------- Name: Title: -52- Execution Copy IBM CREDIT CORPORATION By: ----------------------------------- Name: Title: -53- Execution Copy NEMEAN CLO, LTD. By: ING Capital Advisors LLC, as Investment Manager By: ----------------------------------- Name: Title: -54- Execution Copy ARCHIMEDES FUNDING II, LTD. By: ING Capital Advisors LLC, as its Collateral By: ----------------------------------- Name: Title: -55- Execution Copy ARCHIMEDES FUNDING III, LTD. By: ING Capital Advisors LLC, as Collateral Manager By: ----------------------------------- Name: Title: -56- Execution Copy KZH ING-1 LLC By: ----------------------------------- Name: Title: -57- Execution Copy KZH ING-2 LLC By: ----------------------------------- Name: Title: -58- Execution Copy MORGAN GUARANTY TRUST COMPANY OF NEW YORK By: ----------------------------------- Name: Title: -59- Execution Copy MERITA-NORDBANKEN GROUP By: ----------------------------------- Name: Title: By: ----------------------------------- Name: Title: -60- Execution Copy MERRILL LYNCH SENIOR FLOATING RATE FUND, INC. By: ----------------------------------- Name: Title: -60- Execution Copy MERRILL LYNCH PRIME RATE PORTFOLIO By: Merrill Lynch Investment Managers, L.P., as Investment Advisor By: ----------------------------------- Name: Title: -62- Execution Copy MORGAN STANLEY DEAN WITTER PRIME INCOME TRUST By: ----------------------------------- Name: Title: -63- Execution Copy HARBOURVIEW CDO II, LTD. By: Oppenheimer Funds, as its Collateral Manager By: ----------------------------------- Name: Title: -64- Execution Copy OPPENHEIMER SENIOR FLOATING RATE FUND By: Oppenheimer Funds, as its Collateral Manager By: ----------------------------------- Name: Title: -65- Execution Copy NUVEEN FLOATING RATE FUND By: John Nuveen, as its Collateral Manager By: ----------------------------------- Name: Title: -66- Execution Copy NUVEEN SENIOR INCOME FUND By: John Nuveen, as its Collateral Manager By: ----------------------------------- Name: Title: -67- Execution Copy ROYAL BANK OF CANADA By: ----------------------------------- Name: Title: -68- Execution Copy SOCIETE GENERALE By: ----------------------------------- Name: Title: -69- Execution Copy STANFIELD CLO, LTD. By: Stanfield Capital Partners LLC as its Collateral Manager By: ----------------------------------- Name: Title: -70- Execution Copy STANFIELD/RMF TRANSATLANTIC CDO, LTD. By: Stanfield Capital Partners LLC as its Collateral Manager By: ----------------------------------- Name: Title: -71- Execution Copy SUMITOMO TRUST AND BANKING CO., LTD. By: ----------------------------------- Name: Title: -72- Execution Copy TORONTO DOMINION (TEXAS), INC. By: ----------------------------------- Name: Title: -73- Execution Copy UBS AG, STAMFORD BRANCH By: ----------------------------------- Name: Title: -74- Execution Copy VAN KAMPEN PRIME RATE INCOME TRUST By: Van Kampen Investment Advisory Corp. By: ----------------------------------- Name: Title: -75- Execution Copy VAN KAMPEN SENIOR INCOME TRUST By: Van Kampen Investment Advisory Corp. By: ----------------------------------- Name: Title: -76- Execution Copy J.H. WHITNEY CASH FLOW FUND, L.P. By: ----------------------------------- Name: Title: -77- Execution Copy WINDSOR LOAN FUNDING, LIMITED By: Stanfield Capital Partners LLC as its Collateral Manager By: ----------------------------------- Name: Title: -78- Execution Copy SIEMENS FINANCIAL SERVICES, INC. By: ----------------------------------- Name: Title: -79- Execution Copy Annex A Form of Term Loan C Loan Request -80- Execution Copy Exhibit 2.03(c) Form of Term Loan C Loan Request [Date] The Bank of New York, as Administrative Agent One Wall Street New York, New York 10286 Attention: ______________ Term Loan C Loan Request Ladies and Gentlemen: Reference is made to the Revolving Credit and Term Loan Agreement, dated as of May 4, 2000 (as amended, amended and restated, supplemented or otherwise modified from time to time, the "Credit Agreement"), among Winstar Communications, Inc., a Delaware corporation (the "Parent"), WCI Capital Corp., a Delaware corporation (the "Borrower"), each of the entities listed on the signature pages thereof under the heading "Guarantors" and the Additional Guarantors from time to time parties thereto, each of the Lenders from time to time parties thereto, The Bank of New York, as letter of credit issuer, administrative agent and collateral agent for the Lenders, Citicorp North America, Inc., as syndication agent for the Lenders, and CIBC World Markets Corp. and Credit Suisse First Boston, as documentation agents for the Lenders. Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed to such terms in the Credit Agreement. The Borrower hereby gives you notice, pursuant to Section 2.03(c) of the Credit Agreement, that it requests Term Loan C Loans, and in that connection sets forth below the terms on which such Term Loan C Loans are requested to be made: (A) Borrowing Date [Must be a Business Day] -------------------------- (B) Aggregate Principal Amount $200,000,000 ------------- (C) Interest Rate Basis [ABR] [Eurodollar Loan] ----------------------- -81- Execution Copy (D) Interest Period and the last day thereof* ------------------------------ (E) Applicable Margin ------------------------------ Very truly yours, WCI CAPITAL CORP. By:______________________ Name: Title: - -------- * One, two, three or six months (or with consent of Lenders, nine or twelve months) in the case of Eurodollar Loans; not applicable to ABR Loans. -82- Execution Copy Annex B Form of Term Loan Note -83- Execution Copy Exhibit 11.01(d)-2 Form of Term Loan Note PROMISSORY NOTE [Principal Amount] [Date] WCI CAPITAL CORP., a Delaware corporation (the "Borrower"), for value received, hereby promises to pay to the order of [LENDER] (the "Lender"), at the office of ____________________, at ___________________________________, in lawful money of the United States, the principal sum of [PRINCIPAL AMOUNT IN DOLLARS], in installments as follows due on each Term Loan [A] [B] [C] Scheduled Installment Date, as defined in the Credit Agreement (hereinafter defined), equal to the [percentages][amounts] set forth in Section 2.05[(b)][c][d] of the Credit Agreement. This Note shall bear interest as set forth in the Credit Agreement for Term Loan [A] [B] [C]Loans. If interest or principal on the loan evidenced by this Note becomes due and payable on a day which is not a Business Day, as defined in the Credit Agreement, the maturity thereof shall be extended and interest shall be payable thereon at the rate specified in the Credit Agreement during such extension. This Note is one of the Term Notes referred to in that certain Revolving Credit and Term Loan Agreement, dated as of May 4, 2000 (as amended, amended and restated, supplemented or otherwise modified from time to time, the "Credit Agreement"), among Winstar Communications, Inc., a Delaware corporation (the "Parent"), WCI Capital Corp., a Delaware corporation (the "Borrower"), each of the entities listed on the signature pages thereof under the heading "Guarantors" and the Additional Guarantors from time to time parties thereto, each of the Lenders from time to time parties thereto, The Bank of New York, as letter of credit issuer, administrative agent and collateral agent for the Lenders, Citicorp North America, Inc., as syndication agent for the Lenders, and CIBC World Markets Corp. and Credit Suisse First Boston, as documentation agents for the Lenders, and is subject to prepayment in whole or in part and its maturity is subject to acceleration upon the terms provided in the Credit Agreement. THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. This Note is not negotiable and interests herein may be assigned only upon the terms and conditions specified in the Credit Agreement. -84- All changes in interest determination on the Term Loan [A] [B] [C] Loan made pursuant to the Credit Agreement and all payments of principal hereof may be indicated by the Lender upon the grid attached hereto which is a part of this Note. Such notations shall be presumptive as to the aggregate unpaid principal and interest due under this Term Loan [A] [B] [C] Loan. WCI CAPITAL CORP. By:__________________________ Name: Title: -85- Execution Copy TERM LOAN AND PRINCIPAL PAYMENTS Aggregate Principal Amount of Term Loan [A] [B] [C] Loan: $___________________ Borrowing Date: ____________________ Amount of Interest Interest Amount of Unpaid Rate Period (if Principal Principal Notation Date Basis applicable) Repaid Balance Total Made By - -------------------------------------------------------------------------------------------------------------------------------- [ABR] [Eurodollar] - -------------------------------------------------------------------------------------------------------------------------------- - -------------------------------------------------------------------------------------------------------------------------------- - -------------------------------------------------------------------------------------------------------------------------------- - -------------------------------------------------------------------------------------------------------------------------------- - -------------------------------------------------------------------------------------------------------------------------------- ===============================================================================================================================
-86 Execution Copy Annex C Form of Assignment and Acceptance -87- Execution Copy Exhibit 11.03(a) Form of Assignment and Acceptance ASSIGNMENT AND ACCEPTANCE Reference is made to the Revolving Credit and Term Loan Agreement, dated as of May 4, 2000 (as amended, amended and restated, supplemented or otherwise modified from time to time, the "Credit Agreement"), among Winstar Communications, Inc., a Delaware corporation (the "Parent"), WCI Capital Corp., a Delaware corporation (the "Borrower"), each of the entities listed on the signature pages thereof under the heading "Guarantors" and the Additional Guarantors from time to time parties thereto, each of the Lenders from time to time parties thereto, The Bank of New York, as letter of credit issuer, administrative agent and collateral agent for the Lenders, Citicorp North America, Inc., as syndication agent for the Lenders, and CIBC World Markets Corp. and Credit Suisse First Boston, as documentation agents for the Lenders. Capitalized terms defined in the Credit Agreement are used herein with the same meanings. 1. The assignor identified below (the "Assignor") hereby sells and assigns, without recourse, to the assignee identified below (the "Assignee"), and the Assignee hereby purchases and assumes, without recourse, from the Assignor, effective as of the Assignment Date (as defined herein) set forth below, the interests set forth below (the "Assigned Interest") in the Assignor's rights and obligations under the Credit Agreement and the other Credit Documents , including, without limitation, the interests set forth below in (i) the Commitments of the Assignor on the Assignment Date, (ii) the Loans (and any accrued interest thereon) owing to the Assignor which are outstanding on the Assignment Date and (iii) any other amounts owing to each such Assignor under the Credit Agreement on the Assignment Date. The Assignee hereby acknowledges receipt of a copy of the Credit Agreement. From and after the Assignment Date (i) the Assignee shall be a party to and be bound by the provisions of the Credit Agreement and, to the extent of the interests assigned by this Assignment and Acceptance, have the rights and obligations of a Lender thereunder and under the Credit Documents and (ii) the Assignor shall, to the extent of the interests assigned by this Assignment and Acceptance, relinquish its rights and be released from its obligations under the Credit Agreement. 2. This Assignment and Acceptance is being delivered to the Administrative Agent together with (i) if the Assignee is a Foreign Lender, any forms of the type described in Section 4.04(a) of the Credit Agreement, duly completed and executed by such Assignee, (ii) if the Assignee is not already a Lender under the Credit Agreement, an Administrative Questionnaire and (iii) if required under the Credit Agreement, a processing and recordation fee of $3,500. 3. THIS ASSIGNMENT AND ACCEPTANCE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. -88- Execution Copy Date of Assignment and Acceptance: Legal Name of Assignor: Legal Name of Assignee: Assignee's Address for Notices: Effective Date of Assignment and Acceptance (the "Assignment Date")*/: - Percentage of Total Commitment Assigned**/ --------------------- Revolving Credit Commitment % Term Loan A Commitment % Term Loan B Commitment % Term Loan C Commitment % Principal Amount Assigned -------------------- Revolving Credit Loans $ Term Loan A Loans $ Term Loan B Loans $ Term Loan C Loans $ - -------- * May not be fewer than two Business Days after the date of the Assignment and Acceptance. ** Set forth, to at least 8 decimals, as a percentage of the Total Commitment. -89 Execution Copy IN WITNESS WHEREOF, the parties hereto have caused this Assignment and Acceptance to be executed by their respective officers thereunto duly authorized, as of the date first above written. The terms set forth above are hereby agreed to: _________________, as Assignor _________________, as Assignee By:__________________________ By:__________________________ Name: Name: Title: Title: Consent given:*/ - ------------- - WINSTAR COMMUNICATIONS, INC. [ADMINISTRATIVE AGENT] By:__________________________ By:__________________________ Name: Name: Title: Title: WCI CAPITAL CORP. [L/C ISSUER] By:__________________________ By:__________________________ Name: Name: Title: Title: - -------- * To be completed to the extent consents are required under Section 11.03(a) of the Credit Agreement. -90- Execution Copy Annex D Schedule 1.01(c)-1 Lenders and Commitment -91- Execution Copy Schedule 1.01(c)-1 Lenders and Commitments* Revolving Address for Credit Term Loan A Term Loan B Term Loan C Total Lender Notices Commitment Commitment Commitment Commitment Commitment ------ --------- ---------- ---------- ---------- ---------- ---------- The Bank of New York One Wall Street $25,000,000.00 $31,250,000.00 $101,562,500.00 $157,812,500.00 New York, NY 10286 CIBC Inc. 425 Lexington Avenue $25,000,000.00 $31,250,000.00 $101,562,500.00 $157,812,500.00 New York, NY 10017 Citicorp North America, 390 Greenwich Street $25,000,000.00 $31,250,000.00 $101,562,500.00 $157,812,500.00 Inc. 1st Floor New York, NY 10013 Credit Suisse First 11 Madison Avenue $25,000,000.00 $31,250,000.00 $106,562,500.00 $162,812,500.00 Boston New York, NY 10010 ABN AMRO Bank N.V. 500 Park Avenue $18,888,888.89 $23,611,111.11 -- $42,500,000.00 2nd Floor New York, NY 10022 Bank of Nova Scotia One Liberty Plaza $18,888,888.89 $23,611,111.11 -- $42,500,000.00 New York, NY 10006
- -------- * Commitments as of the Effective Date, or in the case of the Term Loan C Commitment, the Term Loan C Effective Date. -94- Revolving Address for Credit Term Loan A Term Loan B Term Loan C Total Lender Notices Commitment Commitment Commitment Commitment Commitment ------ --------- ---------- ---------- ---------- ---------- ---------- Barclays Bank PLC Borrowing Notices: $18,888,888.89 $23,611,111.11 $10,000,000.00 $52,500,000.00 ------------------ 222 Broadway New York, NY 10038 Attention: Jackie Brown Other Notices: ------------- 388 Market Street, Suite 1700 San Francisco, CA 94111 Credit Lyonnais 1301 Avenue of the $18,888,888.89 $23,611,111.11 $10,000,000.00 $52,500,000.00 New York Branch Americas New York, NY 10019 Dresdner Bank AG, 75 Wall Street $18,888,888.89 $23,611,111.11 -- $42,500,000.00 New York and New York, NY Grand Cayman Branches 10005-2889 Fleet National Bank 100 Federal Street $18,888,888.89 $23,611,111.11 -- $42,500,000.00 Mail Code: MADE10008H Boston, MA 02110 Morgan Guaranty Trust 60 Wall Street $18,888,888.89 $23,611,111.11 -- $42,500,000.00 Company of New York New York, NY 10260-0060 Attention: John Kowalczuk Royal Bank of Canada One Liberty Plaza $18,888,888.89 $23,611,111.11 -- $42,500,000.00 Fifth Floor New York, NY 10006-1404 Siemens Financial Borrowing Notices: -- -- -- $200,000,000.00 $200,000,000.00 Services, Inc. ---------------- 200 Somerset Corporate Blvd. Bridgewater, NJ 08807-2843 Attention: Robert Knapp Other Notices: -------------- 900 Broken Sound Parkway NW (A-5) Boca Raton, FL 33487 Societe Generale 1221 Avenue of the $18,888,888.89 $23,611,111.11 -- $42,500,000.00 Americas New York, NY 10020
-95- Revolving Address for Credit Term Loan A Term Loan B Term Loan C Total Lender Notices Commitment Commitment Commitment Commitment Commitment ------ --------- ---------- ---------- ---------- ---------- ---------- Toronto Dominion 909 Fannin Street $18,888,888.89 $23,611,111.11 $2,250,000.00 $45,000,000.00 Texas, Inc. 19th Floor Houston, TX 77010 IBM Credit North Castle Drive $11,111,111.11 $13,888,888.89 -- $25,000,000.00 Corporation Armonk, NY 10504 Merrill Lynch Senior 800 Scudders Mill Road -- -- $16,500,000.00 $16,500,000.00 Floating Rate Fund, Inc. Plainsboro, NJ 08536 Van Kampen Prime Rate One Parkview Plaza -- -- $12,500,000.00 $12,500,000.00 Income Trust 5th Floor Execution Copy Oakbrook Terrace, IL 60181 Van Kampen Senior One Parkview Plaza -- -- $12,500,000.00 $12,500,000.00 Income Trust Fifth Floor Oakbrook Terrace, IL 60181
-96- EX-99.1 5 0005.txt PRESS RELEASE EXHIBIT 99.1 Winstar Closes Latest Round of Financing Transactions NEW YORK--Dec. 7, 2000--WINSTAR COMMUNICATIONS, INC. (NASDAQ: WCII), a leading broadband services company, today announced the closing and funding of previously announced financing transactions, including a $270 million equity investment from the Compaq Computer Corporation, CSFB Private Equity, Microsoft Corporation and Welsh, Carson, Anderson & Stowe, VIII, L.P., as well as a $200 million increase in Winstar's senior secured credit facility. These transactions are part of a series of previously announced financing transactions totaling $1.02 billion of new capital, which include several new vendor financing agreements. About Winstar Winstar is a leading broadband services company. The company is rapidly building one of the world's most widely available, end-to-end broadband networks. Winstar makes this network important and useful to businesses by providing a comprehensive set of high-quality, digital-age broadband services. These services include high-speed Internet and data, Web hosting and design, phone services, Web-based applications, e-commerce, professional services and Office.com(R), A Service From Winstar, the top- ranked online business service for small and medium-sized businesses. For more information, visit www.winstar.com. This release contains forward-looking information about management expectations, strategic objectives, business prospects, anticipated financial or operational performance, and other similar matters. These statements are based on current expectations, forecasts and assumptions that involve important risks and uncertainties. A variety of factors, many of which are beyond Winstar's control, could cause actual results and experience to differ materially from the expectations expressed in these statements. These factors include, but are not limited to, volatility in the financial and capital markets, actions and initiatives by current and potential competitors, events or circumstances impacting major customers or suppliers, the effect of current and future legislation or regulation, the ability of the company to design and construct its broadband network and to sell and provision services, and additional factors described in the reports filed by Winstar with the Securities and Exchange Commission (SEC), including Winstar's Annual Report on Form 10-K for the year ended December 31, 1999, which is available on the SEC's Web site, at www.sec.gov. Winstar undertakes no responsibility to update or revise any statements in this presentation, whether as a result of new information, future events or otherwise. Winstar and Office.com are registered trademarks of Winstar Communications, Inc. CONTACT: Winstar Communications, Inc., New York Financial Community: Daniel Briggs, 212/792-9032 dbriggs@winstar.com Press: Kevin Cavanaugh, 212/792-9671 kcavanaugh@winstar.com -----END PRIVACY-ENHANCED MESSAGE-----