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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): April 24, 1998
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ADVANCED RADIO TELECOM CORP.
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(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
Delaware 000-21091 52-1869023
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(STATE OR OTHER JURISDICTION (COMMISSION (IRS EMPLOYER
OF INCORPORATION) FILE NUMBER) IDENTIFICATION NO.)
500 108th Avenue, NE, Suite 2600, Bellevue, Washington 98004
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(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
REGISTRANT'S TELEPHONE NUMBER: (425) 688-8700
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N/A
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(FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT)
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ITEM 5. OTHER EVENTS
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General
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Advanced Radio Telecom Corp. (the "Company") and Lucent Technologies, Inc.
("Lucent") have entered into a Commitment Letter dated as of April 27, 1998 (the
"Lucent Commitment Letter") setting forth the anticipated terms and conditions
under which Lucent (or its assignees) will provide purchase money financing in
an aggregate amount of up to $200 million initially, which will be used to
finance the purchase of the Company's data network from Lucent. The Company and
Lucent have also entered into a purchase agreement dated April 24, 1998 (the
"Purchase Agreement") with respect to the purchase by the Company of its network
from Lucent. The obligations of Lucent and the Company under the Lucent
Commitment Letter are subject to various conditions, including the execution of
definitive documentation, the execution of a definitive amendment and
restatement of the Lucent Purchase Agreement, financial covenants, raising
additional capital of at least $100 million, the completion of Lucent's due
diligence review and the absence of any material adverse change in the Company.
Lucent Purchase Agreement
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The Lucent Purchase Agreement provides the basis under which Lucent will
design, engineer, equip, construct, install, integrate and service, and the
Company will purchase, its broadband data network. The Lucent Purchase
Agreement does not set forth all of the material terms and conditions of the
network design, construction and purchase but is intended to serve as an interim
agreement to permit the commencement of the network construction while the
Company and Lucent negotiate a definitive amended and restated purchase
agreement. Pending the completion of such definitive amendment, Lucent may
construct, and the Company may purchase, a portion of the network for up to $10
million. If the definitive amendment of the Lucent Purchase Agreement is not
finalized by June 15, 1998, either Lucent or the Company may terminate the
Lucent Purchase Agreement upon written notice. Lucent and the Company have
agreed to negotiate in good faith to finalize the definitive amendment by June
15, 1998. In addition, both Lucent and the Company's obligations under the
Lucent Purchase Agreement are conditioned upon the availability to the Company
of acceptable financing to cover the Company's payment obligations.
In addition to the construction and sale of the network, pursuant to the
Lucent Purchase Agreement, Lucent will provide to the Company certain marketing
support services at no extra cost and various other services on competitive
terms, including network reliability surveillance, fault management, customer
care, and technical and operations support services.
The Lucent Purchase Agreement provides that the Company will work with
Lucent as the Company's exclusive supplier of equipment related to wireless,
broadband data systems so long as Lucent continues to provide financing on
acceptable terms, and so long as during the
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course of construction of the network, the features, functionality and delivery
of each portion of the network are provided on competitive terms.
Lucent Commitment Letter
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The Lucent Commitment Letter contemplates that, subject to certain
conditions, Lucent will make available a $10 million purchase money bridge
financing (the "Bridge Loan") until the definitive loan documentation is
finalized and the financing contemplated by the Commitment Letter (the "Lucent
Financing") is available. The Bridge Loan can be used only to finance a portion
of the purchase price under the Lucent Purchase Agreement, will accrue interest
at a one month adjusted eurodollar rate, plus 5.00%, and will mature on the
earlier of December 31, 1998 and the availability of the Lucent Financing.
Payment of interest under the Bridge Loan may be deferred until the maturity of
the Bridge Loan and any interest payments so deferred will accrue interest at
the same rate as the principal of the Bridge Loan.
During the period of the Bridge Loan, the Company and Lucent will negotiate
definitive documentation for the $200 million Lucent Financing. The Lucent
Commitment Letter contemplates that, once the definitive documentation is
finalized, and subject to certain conditions, the Lucent Financing will be
available to the Company in multiple drawings until the earlier of (i) the
fourth anniversary of the date of the initial advance and (ii) June 30, 2002
(the relevant date, the "Commitment Termination Date"). The Lucent Commitment
Letter provides that it may be increased to up to $600 million to finance the
purchase of the broadband data network from Lucent, provided that neither the
Company nor Lucent has any obligation to increase the facility and terms
relating to any such increase would be as negotiated by the parties.
The Lucent Commitment Letter contemplates that the Lucent Financing will
accrue interest, at the Company's option, at an interest rate equal to a base
rate or an adjusted eurodollar rate ("LIBOR"), plus an applicable margin
determined in accordance with the Company's Leverage Ratio (as defined in the
Lucent Commitment Letter). Interest on the Lucent Financing will be payable
quarterly in arrears for base rate advances and at the end of each interest
period (and also after three months) for LIBOR advances. Interest payable on
any interest payment date prior to the Commitment Termination Date may at the
Company's election be deferred; provided that the aggregate amount of deferred
interest may not exceed $75 million and the deferred interest shall accrue
interest at the same rates as the principal of the Lucent Financing.
The Lucent Commitment Letter contemplates that the principal of the Lucent
Financing as well as any deferred interest will be repaid in quarterly
installments commencing after the fourth anniversary of the date of the initial
advance, as follows:
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Year Following the Quarterly
Initial Advances Amortization
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5.................. 1.25%
6.................. 2.50%
7.................. 6.25%
8.................. 7.50%
9.................. 7.50%
The Lucent Commitment Letter contemplates that the Lucent Financing will be
subject to mandatory prepayment in the amount of (i) 100% of the net proceeds of
certain asset sales by the Company and its restricted subsidiaries which are not
reinvested in the Company's business, (ii) 100% of voluntary or mandatory
prepayments or redemptions of certain other indebtedness of the Company, and
(iii) beginning on the Commitment Termination Date, 50% of excess cash flow (to
be defined in the definitive documentation) of the Company. The Company will
also be entitled to prepay the Lucent Financing at its option at any time
without premium or penalty (other than standard breakage costs).
The Lucent Commitment Letter contemplates that the Lucent Financing will be
secured by a purchase money security interest in the data network. The Lucent
Commitment Letter contemplates that the collateral for the Lucent Financing will
be held by a collateral trustee for the equal and ratable benefit of Lucent and
the other secured lenders to whom the Lucent Financing may be syndicated by
Lucent.
The definitive loan documentation for the Lucent Financing is expected to
contain significant covenants of the Company and its restricted subsidiaries,
including, but not limited to, the following: (a) affirmative covenants with
respect to compliance with laws, inspection rights, performance of other
obligations, delivery of financing statements and other information, interest
rate cap arrangements, and maintenance of licenses, (b) negative covenants
restricting the ability to incur or create (with standard baskets and
exceptions) liens, debt and lease obligations, and otherwise restricting (with
customary exceptions) mergers or consolidations, disposal of assets,
investments, payments of dividends and distributions, modification of tax-
sharing or management or servicing fee agreements, changes in the nature of the
business of the Company, prepayment or redemption of debt, creation of
partnerships and new subsidiaries, conduct of business through its license or
property companies and transactions with affiliates; and (c) financial covenants
(including covenants relating to the following ratios: secured debt to total
capitalization, total debt to total capitalization, minimum revenue, and, in
subsequent years, senior debt to annualized EBITDA, fixed charge coverage,
interest coverage ratio, pro forma debt service and, after the Commitment
Termination Date, total debt to annualized EBITDA).
The definitive loan documentation under the Lucent Commitment Letter is
expected to
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contain customary representations and warranties for similarly situated
borrowers under similar circumstances. The definitive loan documentation will
also contain events of default (with standard grace periods and exceptions) with
respect to payments, representations and warranties, covenants, cross default,
bankruptcy and similar proceedings, judgments, enforceability of the loan
documentation, validity and perfection of security interests, change of control,
ERISA, impairment of material licenses and such other events of default as may
be mutually agreed.
Under the Lucent Commitment Letter, after the earlier of (i) eighteen
months after the closing under the Lucent Financing, and (ii) the date on which
$200 million of financing under the Lucent Financing has been drawn, Lucent has
the right to assign its rights as a lender under the Lucent Financing or engage
certain financial institutions to underwrite a syndication of the Lucent
Financing.
In connection with the arranging and making of the Lucent Financing, the
Company will be required to pay various arrangement, commitment and other fees
to Lucent and the lenders customary for such facilities.
This description of the Lucent Financing and the Lucent Commitment Letter
is qualified in its entirety by the provisions of the Lucent Commitment Letter,
which is attached as the exhibit hereto.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
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(c) EXHIBITS:
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Exhibit 99 Commitment Letter relating to Financing Terms and Conditions
between Advanced Radio Telecom Corp. and Lucent Technologies
Inc. dated as of April 27, 1998.
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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.
ADVANCED RADIO TELECOM CORP.
Date: May 4, 1998 By: /s/ Thomas M. Walker
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Vice President and General Counsel
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EXHIBIT INDEX
The following exhibit is filed herewith:
Exhibit Page Number
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99 Commitment Letter relating to Financing Terms and
Conditions between Advanced Radio Telecom Corp.
and Lucent Technologies Inc. dated as of April 27,
1998.
<PAGE>
EXHIBIT 99
LUCENT TECHNOLOGIES INC.
283 KING GEORGE ROAD
WARREN, NJ 07059
April 27, 1998
Mr. Henry C. Hirsch
CEO, President and Chairman
Advanced Radio Telecom Corp.
500-108/th/ Avenue N.E., Suite 2600
Bellevue, WA 98004
Re: Vendor Financing
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Dear Mr. Hirsch:
Advanced Radio Telecom Corp. ("ART", the "Borrower" or "you") has advised Lucent
Technologies Inc. ("Lucent," the "Vendor" or "we") that the Borrower has need
for a purchase money financing in the amount of up to $200,000,000 in connection
with the purchase of the Borrower's nationwide, wireless, broadband data network
(the "System"). You have requested that Lucent provide such purchase money
financing (the "Facility"), and Lucent is hereby pleased to provide you with a
commitment of the Facility. Lucent and ART agree to negotiate in good faith to
finalize an amended and restated purchase agreement for the purchase of the
System on or before June 15, 1998.
Attached hereto as Exhibit A to this letter is a Financing Terms and Conditions
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(the "Term Sheet") setting forth the principal terms and conditions agreed to by
you and us, pursuant and subject to which the Vendor is willing to make the
Facility available and the Borrower is willing to incur, secure and repay the
financing described therein. Capitalized terms used but not defined herein
shall have the meanings given to them in the Term Sheet.
In agreeing to provide the Facility, we have assumed and relied, without
independent verification, upon the accuracy and completeness of all financial
and other information provided to us by ART and its advisors. With respect to
financial forecasts and projections (AProjections@), we have assumed that such
financial forecasts and projections have been reasonably prepared using the best
currently available estimates and judgments of ART and its advisors.
ART hereby represents and covenants that (a) all written information other than
<PAGE>
the Projections (taken as a whole, the "Information") that has been or will be
made available to us by you or any of your representatives is and will be, when
furnished, complete and correct in all material respects and does not and will
not, when furnished, contain any untrue statement of a material fact or omit to
state a material fact necessary in order to make the statements contained
therein not materially misleading in light of the circumstances under which such
statements are made, (b) the Projections made available to us by you or any of
your representatives have been and will be prepared in good faith based upon
reasonable assumptions, and (c) you will notify us promptly upon the occurrence
of any event which would result in the Information previously provided to us
being materially inaccurate or misleading. You understand that in entering into
the Facility we may use and rely on the Information and Projections without
independent verification thereof.
The availability of the Facility is subject to (a) there not occurring or
becoming known to us any condition or change that affects or would be likely to
affect in any material and adverse respect (i) the business, operations,
financial condition or material contractual arrangements of ART and its
subsidiaries taken as a whole or (ii) ART's ability to perform its obligations
under the Facility, (b) our not becoming aware after the date hereof of any
event or circumstance affecting ART or the transactions contemplated hereby that
is inconsistent in a material and adverse manner with information disclosed to
us by ART or prior to the date hereof, (c) the receipt by Lucent of the final
business plan for ART, which is satisfactory to Lucent, (d) the negotiation,
execution and delivery on or before December 31, 1998, of definitive
documentation with respect to the Facility reasonably satisfactory to us and our
counsel, (e) execution of an amended and restated purchase agreement by Lucent
and ART for ART's purchase of the System, and (f) the other conditions set forth
or referred to in the Term Sheet. The terms and conditions of the Facility are
not limited to those set forth herein and in the Term Sheet, and matters not
covered by the provisions hereof and of the Term Sheet are subject to the
reasonable approval and agreement of Lucent and ART.
You agree to indemnify and hold harmless Lucent, its affiliates and the
respective officers, directors, employees, advisors and agents of such persons
(each, an "indemnified person") from and against any and all losses, claims,
damages, liabilities and related expenses to which any such indemnified person
may become subject arising out of or in connection with this letter, the
Facility, the transactions contemplated hereby, related environmental matters or
any actual or prospective claim, litigation, investigation or proceeding
relating to any of the foregoing, regardless of whether any indemnified person
is a party thereto, and to reimburse each indemnified person upon demand for any
legal or other expenses incurred in connection with investigating or defending
any of the foregoing, provided that (i) the foregoing indemnity will not, as to
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any indemnified person, apply to losses, claims, damages, liabilities or related
<PAGE>
expenses to the extent they arise from the willful misconduct or gross
negligence of such indemnified person and (ii) the foregoing indemnity will not
apply to Lucent in its capacity as vendor under the Purchase Agreement (it being
understood that Lucent's rights in such capacity are provided for in the
Purchase Agreement). No indemnified person shall be liable for any indirect,
consequential, special or punitive damages in connection with its activities
related to this letter, the Term Sheet, the Facility or the definitive financing
documentation.
This letter shall not be assignable by you or us without the other party's prior
written consent (and any purported assignment without such consent shall be null
and void), is intended to be solely for the benefit of the parties hereto and is
not intended to confer any benefits upon, or create any rights in favor of, any
person other than the parties hereto. This letter may not be amended or waived
except by an instrument in writing signed by you and us. This letter may be
executed in any number of counterparts, each of which shall be an original, and
all of which, when taken together, shall constitute one agreement. Delivery of
an executed signature page of this letter by facsimile transmission shall be
effective as delivery of a manually executed counterpart hereof. This letter is
the only agreement that has been entered into among us with respect to the
Facility and sets forth the entire understanding of the parties with respect
thereto. This letter shall be governed by, and construed in accordance with,
the laws of the State of New York.
The indemnification provisions contained herein shall remain in full force and
effect regardless of whether definitive financing documentation shall be
executed and delivered and notwithstanding the termination of this letter or
Lucent's commitment hereunder. ART may terminate this letter and Lucent's
commitment hereunder at any time.
If the foregoing correctly sets forth our agreement, please indicate your
acceptance of the terms hereof and of the Term Sheet by returning to us
executed counterparts hereof and the separate Fee Letter delivered herewith, not
later than 5:00 p.m., New York City time, on April 30, 1998, failing which
Lucent's commitment herein will expire at such time.
We are pleased to have been given the opportunity to assist you in connection
with this important financing.
Very truly yours,
LUCENT TECHNOLOGIES INC.
By: /s/ Leslie L. Rogers
---------------------------------
Name: Leslie L. Rogers
Title: Managing Director
Accepted and agreed to as of
the date first written above by:
ADVANCED RADIO TELECOM CORP.
By: /s/ Thomas A. Grina
---------------------------------
Name: Thomas A. Grina
Title: Executive Vice President
<PAGE>
EXHIBIT A
ADVANCED RADIO TELECOM CORP.
Financing Terms and Conditions
This Term Sheet sets forth the terms and conditions under which Lucent
Technologies Inc. ("Lucent") proposes to provide Loans ("Loans") to Advanced
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Radio Telecom Corp. ("ART" or the "Borrower") to provide purchase money
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financing for the purchase of a nationwide network from Lucent by ART pursuant
to a purchase money facility (the "Facility"). In addition, this Term Sheet
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sets forth the terms for a $10,000,000 purchase money bridge financing (the
"Bridge Loan"), which will become a part of the Facility. This Term Sheet
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supersedes the term sheet dated March 10, 1998.
$10,000,000 BRIDGE LOAN
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Borrower: Advanced Radio Telecom Corp., a Delaware corporation.
Lender(s): Initially Lucent, subject to Lucent's right to make
assignments as hereinafter set forth.
Amount: $10,000,000.
Interest Rate: 1 Month Adjusted LIBOR (as defined below) plus 5.00%.
Availability: The Bridge Loan shall be available and each borrowing
under the Bridge Loan shall be conditioned upon (a) the
execution by Lucent and the Borrower of this Term Sheet
and the Purchase Agreement dated April 24, 1998 (as
amended from time to time, the "Purchase Agreement"),
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between Lucent and the Borrower and (b) no event having
occurred which, in Lucent's judgment, adversely effects
the likelihood of the closing of the Facility occurring
on or before December 31, 1998. The Borrower may borrow
under the Bridge Loan (up to a maximum of $10,000,000)
until the earlier of (x) December 31, 1998, or (y) the
closing of the Facility.
Documentation: The Bridge Loan shall be evidenced by a note.
Maturity: The earlier of (a) December 31, 1998, or (b)
immediately upon the fulfillment of all conditions
<PAGE>
(including closing) which permit the Borrower to obtain
the initial Loan under the Facility. Amounts
outstanding under the Bridge Loan (including any
deferred interest referred to below) will remain
outstanding under the Facility on the terms applicable
to the Facility; provided that the Bridge Loan and all
accrued interest thereon shall be due on December 31,
1998, if the conditions referred to in clause (b) above
are not satisfied on or prior to such date.
Interest Payment: Interest shall be payable on each Interest Payment Date
(as defined below under the Facility); provided that
the Borrower may, at its option, elect to defer
interest payable on each Interest Payment Date prior to
maturity, and any interest payment so deferred shall
accrue interest from and including the applicable
Interest Payment Date at the same rate as the principal
of the Bridge Loan.
Use of Proceeds: The proceeds shall be paid directly to Lucent as
payment of a portion of the Purchase Price (as defined
in the Purchase Agreement).
Collateral: Perfected, first priority security interest in the
nationwide network provided by Lucent to the Borrower
and its subsidiaries pursuant to the Purchase Agreement
(the "Network").
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$200,000,000 FACILITY
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PARTIES
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Borrower: Advanced Radio Telecom Corp., a Delaware corporation.
Lender(s): Initially Lucent, subject to Lucent's right to make
assignments as hereinafter set forth.
Administrative Agent: Lucent or, subject to the Borrower's reasonable
approval, a financial institution selected by Lucent.
Collateral Trustee: Lucent or, subject to the Borrower's reasonable
approval, a financial institution selected by Lucent.
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Restricted Subsidiaries: All subsidiaries of the Borrower which are not
Unrestricted Subsidiaries.
Unrestricted Subsidiaries: Any subsidiaries of the Borrower which meet criteria
substantially the same as the definition of
Unrestricted Subsidiaries set forth in the Indenture
dated February 3, 1997, between the Borrower and the
Bank of New York, as trustee (the "Indenture").
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FACILITY AMOUNT, RATES, FEES AND OTHER COSTS
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Facility Amount: $200,000,000, subject to increase as provided below
under the heading "Facility Increase". The
commitments of the Lenders to make Loans up to the
Facility Amount are referred to as "Commitments".
Interest Rate: At the option of the Borrower, the rate will float at
(a) the higher of (i) the rate of interest published
in The Wall Street Journal as the prime or base rate,
and (ii) the federal funds effective rate from time
to time plus 0.50% (the "Base Rate"), or (b) the one,
two, three or six-month LIBOR, adjusted for reserves,
with the relevant period to be selected by the
Borrower (the "Adjusted LIBOR"), plus in the case of
(a) or (b) an applicable margin. The applicable
margin will be based upon the following:
<TABLE>
<CAPTION>
Leverage Ratio* Applicable Margin for
Base Rate Loans Adjusted LIBOR Loans
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<S> <C> <C>
(greater than or equal to) 10X 5.00% 4.00%
(less than) 10X but more than 6X 4.50% 3.50%
(less than) 6X but more than 4X 4.25% 3.25%
(less than) 4X 4.00% 3.00%
</TABLE>
*Leverage Ratio is defined as: Total Debt/EBITDA
If more than $350,000,000 in Aggregate Capital
(as defined below) is raised, then the
applicable margin for Base Rate Loans and LIBOR
Loans shall be reduced by 1.00% below the above
margins.
<PAGE>
During any period in which an Event of Default exists
or the Borrower is delinquent providing financial
statements to the Lenders, the Applicable Margin
shall be determined by reference to the >10X
category.
Default interest on all amounts not paid when
due will accrue at the rate per annum otherwise
applicable to the Loans, plus 2.00%.
Interest Payments: Interest on Base Rate Loans shall be paid quarterly
in arrears, and interest on Adjusted LIBOR Loans
shall be paid at the end of each interest period
(and, for six-month interest periods, three months
after the commencement of the interest period) (the
day on which interest is payable shall be referred as
an "Interest Payment Date"). Interest payable on any
---------------------
Interest Payment Date during the Availability Period
(as defined below) will be deferred unless the
Borrower elects to pay such interest in cash (any
interest payment so deferred being referred to as
"Deferred Interest"); provided that the aggregate
-----------------
amount of interest so deferred shall not exceed
$75,000,000. Deferred Interest shall accrue interest
from and including the applicable Interest Payment
Date at the same rates and on the same terms
(including rights to defer interest, subject to the
$75,000,000 interest deferral limitation) applicable
to Loans.
Origination Fees: As separately agreed.
Commitment Fees: The Borrower will pay the Lenders a fee of 0.50% per
annum on the undrawn Commitments from the date of the
effectiveness of definitive documentation for the
Facility until the Commitment Termination Date (as
defined below), payable quarterly.
Expenses: The Borrower shall pay all of the costs and expenses
incurred by Lucent and the Administrative Agent
(including the fees and expenses of legal counsel to
Lucent and the Administrative Agent) in connection
with the preparation, execution and delivery of the
Facility documentation (including this Term Sheet)
and shall
<PAGE>
also pay the costs and expenses incurred by the
Collateral Trustee (including the fees and expenses
of legal counsel to the Collateral Trustee) in
connection with the preparation, execution and
delivery of the Facility documentation; provided that
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the fees of Cravath, Swaine & Moore shall be subject
to the limitations set forth in the letter from
Cravath, Swaine & Moore dated April 22, 1998. The
Borrower shall also pay in full all recording costs
and related taxes or charges and filing fees incurred
in connection with the closing. The fees and expenses
described in this paragraph shall be payable by the
Borrower only if the transactions contemplated hereby
are consummated.
The Borrower will also pay all ongoing costs,
including third-party legal fees and expenses and
other costs and expenses of the Lenders, the
Administrative Agent and the Collateral Trustee,
related to the enforcement and/or protection of their
rights/collateral position, and, in the case of
Lucent, the Administrative Agent and the Collateral
Trustee, the administration of the Facility and any
amendments, waivers or supplements related to the
Facility documentation.
Agent Fees: The Borrower shall pay agent fees to the
Administrative Agent and the Collateral Trustee (if
other than Lucent) in an amount not to exceed $50,000
per year, payable at the closing or appointment of
the Administrative Agent and the Collateral Trustee,
and each anniversary date of the closing of the
Facility.
Increased Costs: Standard yield protection, increased costs and other
similar provisions customary for syndicated bank
credit agreements and customary withholding tax
indemnity.
Facility Increase: It is understood that the Facility is intended to
finance the purchase of the Network, and not to
finance the purchase of individual assets.
Accordingly, the documentation for the Facility will
include provisions allowing for the increase of the
Commitments thereunder to up to $600,000,000 to
finance all or a portion of the Purchase Price (as
defined in the Purchase Agreement), which is expected
not to exceed $1,200,000,000; provided that neither
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Lucent nor any
<PAGE>
other Lender shall have any obligation to increase
its Commitment. It is understood that, if the
Commitments are so increased, the interest rates,
amortization, maturity, maximum interest deferral and
other terms applicable to the Loans made pursuant to
such increased Commitments will be determined at the
time and will not be set forth in the Facility
documents.
AVAILABILITY
- ------------
Conditions Precedent
to Closing the Facility: The following conditions precedent and such others as
Lucent may reasonably specify:
(a) All documentation relating to the Facility,
incorporating the terms and conditions outlined
herein, shall be in form and substance satisfactory
to the Lenders and the Borrower and execution of all
documentation relating to the transaction.
(b) The Borrower and Lucent executing a
definitive amendment and restatement of the
Purchase Agreement in form and substance
satisfactory to Lucent, and the Borrower shall
be in substantial compliance therewith.
(c) The Lenders shall be satisfied with the
corporate and legal structure and capitalization of
the Borrower and its Restricted Subsidiaries,
including without limitation the charter and bylaws
of the Borrower and its Restricted Subsidiaries and
each agreement or instrument relating thereto.
(d) The Borrower shall have: (i) entered into a
satisfactory collateral trust agreement pursuant to
which the Collateral Trustee shall act as collateral
trustee to hold all of the Collateral (as defined
below) for the benefit of the Lenders; (ii) executed
and delivered to the Collateral Trustee satisfactory
documents to create a valid and perfected first-
priority lien on the Collateral; (iii) made all
filings and recordations necessary or deemed
desirable in connection with such liens and security
interests or, if not made, shall be in final form for
filing and be filed on or prior to the date of the
initial Loan; (iv) paid all filing and recording fees
and taxes;
<PAGE>
and (v) delivered to the Lenders searches
satisfactory to the Lenders demonstrating that no
other liens on the Collateral exist.
(e) The Lenders shall have received endorsements
naming the Collateral Trustee as an additional
insured and loss payee under all insurance policies
to be maintained with respect to the properties of
the Borrower and its Restricted Subsidiaries forming
part of the Collateral securing the Loans.
(f) Since the date of the most recent audited
financial statements delivered to Lucent prior to the
date of this Term Sheet, there shall have occurred no
material adverse change in the business, condition
(financial or otherwise), operations, performance or
properties of the Borrower and its Restricted
Subsidiaries, taken as a whole (a "Material Adverse
Change"), and all information provided by or on
behalf of the Borrower to the Lenders prior to the
date of the initial Loan shall be true and correct in
all material aspects. The Borrower shall not have
failed to disclose to the Administrative Agent or any
Lender any material fact with respect to its business
or financial condition (including any contingent
liabilities), and shall not have failed to disclose
any information, the absence of which makes any
information previously disclosed to the
Administrative Agent or any Lender materially
misleading.
(g) Except as otherwise disclosed to, and consented
to by, the Administrative Agent and the Lenders,
there shall exist no action, suit, investigation,
litigation or proceeding pending or to the knowledge
of the Borrower threatened in any court or before any
arbitrator or governmental instrumentality that could
reasonably be expected to result in a Material
Adverse Change, or that purports to affect the
legality, validity or enforceability of the loan
documentation or the transactions contemplated
thereby or the Lenders' rights thereunder.
(h) All governmental and third-party consents,
approvals and licenses necessary in connection with
the transactions contemplated hereby and the making
of the Loans shall have been obtained (without the
<PAGE>
imposition of any conditions that are not acceptable
to the Lenders) and shall remain in effect; all
applicable waiting periods shall have expired without
any action being taken by any competent authority;
and no law or regulation shall be applicable in the
judgment of the Lenders that restrains, prevents or
imposes materially adverse conditions upon the
transaction or the Loans.
(i) The Lenders shall have been given reasonable
access to the management, records, books of account,
contacts and properties of the Borrower and its
Restricted Subsidiaries and shall have received such
financial, business and other information regarding
the Borrower and its Restricted Subsidiaries as they
shall have reasonably requested.
(j) The Lenders shall have received (i) satisfactory
opinions of (x) Federal Communications Commission
("FCC") counsel and local counsel to the Borrower, as
---
well as Ropes & Gray, counsel to the Borrower, and
(y) New York counsel and FCC counsel to the Lenders
as to the transactions contemplated hereby and (ii)
such corporate resolutions, certificates and other
documents as the Lenders shall request.
(k) There shall exist no default under any of the
Facility documentation, and all representations and
warranties of the Borrower and its Restricted
Subsidiaries shall be true and correct (or, in the
case of any representations and warranties that are
not qualified as to materiality, true and correct in
all material respects) immediately prior to, and
after giving effect to, the extension of credit.
(l) All accrued fees and expenses of the Lenders for
which invoices have been presented (including the
fees and expenses of New York, FCC and local counsel
to the Lenders) shall have been paid.
(m) All FCC licenses (the "Licenses") which are
required by the Borrower in connection with the
operation of its business and the activities of the
Borrower being conducted at such date shall be owned
by the Borrower or a wholly-owned subsidiary thereof,
and no event shall have occurred that would subject
<PAGE>
any such License to revocation by the FCC, except for
such Licenses the loss of which could not reasonably
be expected to result in a Material Adverse Change.
(n) The Lenders shall have received the Borrower's
most recent Business Plan, including financial
projections, and there shall have been no material
adverse changes in the Business Plan compared to the
information disclosed to Lucent prior to the date of
this Term Sheet.
(o) The making of the Loans and other aspects of the
transaction shall comply with all applicable laws,
rules and regulations.
(p) Any tax sharing, management fee or servicing fee
agreements among the Borrower and other affiliates of
the Borrower which are not wholly-owned Restricted
Subsidiaries shall be on terms satisfactory to the
Lenders (among other things, each management-fee and
servicing-fee agreement will provide for the
subordination, on terms acceptable to the Lenders, of
the obligations to pay fees thereunder, to the
obligations arising under the loan documentation).
(q) The Lenders shall be satisfied that the Facility
and compliance by the Borrower with its obligations
thereunder will not violate the terms of the
Indenture, and shall have received an opinion of the
Borrower's counsel to such effect satisfactory to the
Lenders.
(r) The Lenders shall have completed their due
diligence review of the Borrower and the results
shall be satisfactory to the Lenders.
Conditions Precedent to
Each Loan: For any Loan (a) there shall exist no default under
any of the Facility documentation, (b) the Purchase
Agreement shall be in full force and effect and the
Borrower shall be in substantial compliance
therewith, and (c) the representations and warranties
of the Borrower (including as to no Material Adverse
Change) shall be true and correct (or, in the case of
representations and warranties that are not qualified
as to materiality, true and correct in all material
respects)
<PAGE>
immediately prior to, and after giving effect to,
such Loan.
Availability: The entire Commitments will become available after
the Borrower has received net cash proceeds which
total at least $100,000,000 from equity contributions
and/or Other Debt (as defined below) after the date
of this Term Sheet (the "Initial Capital"). As used
---------------
herein, "Aggregate Capital" at any time means the
-----------------
aggregate net cash proceeds received by the Borrower
after the date of this Term Sheet and prior to such
time from equity contributions and/or Other Debt. As
used herein, "Other Debt" means debt securities which
----------
are issued by the Borrower pursuant to a public
offering registered with the Securities and Exchange
Commission or pursuant to a private placement made in
accordance with Rule 144A and in any event (a) which
is unsecured, (b) which matures after the latest
final maturity of all Loans provided for under the
Facility at the time such debt is issued, (c) which
does not require any scheduled amortization prior to
maturity, (d) which is not guaranteed by any
subsidiary of the Borrower and (e) the other terms
and conditions of which are customary market terms
for debt securities issued by companies of comparable
credit quality in the same market.
Availability Period: The availability period to make Loans will expire on
the earlier of (i) the fourth anniversary of the date
of the initial Loan and (ii) June 30, 2002 (the
"Commitment Termination Date"). In the event that the
---------------------------
Commitments under the Facility are increased as
contemplated above, any additional Commitments shall
have an availability period to be determined.
The Facility will contain provisions specifying (a)
the minimum principal amount of any Loan to the
Borrower, and (b) the invoices and other evidence
that the Borrower must provide supporting the use of
the proceeds of each Loan.
Use of Proceeds: The Loans will be used to finance payments due to
Lucent under the Purchase Agreement.
<PAGE>
PAYMENTS AND COMMITMENT
- -----------------------
REDUCTIONS
- ----------
Commitment Reductions: Commitments shall be reduced on the date of each
borrowing of Loans under the Facility by an amount
equal to such Loans. If the Initial Capital is not
received by September 30, 1998 or the date of
effectiveness of definitive documentation for the
Facility (the "Closing Date") does not occur by
------------
December 31, 1998, all Commitments shall terminate on
such date. The Borrower may also, at its option,
terminate or reduce Commitments from time to time in
minimum amounts to be agreed upon. Any reduction in
Commitments shall be applied ratably to all Lenders
holding Commitments.
Repayment: Principal and Deferred Interest shall be repaid by
the Borrower in 20 consecutive quarterly installments
commencing on the last day of the calendar quarter
immediately following the fourth anniversary of the
date of the initial Loan (the period from the date of
the initial Loan to such anniversary being the
"Initial Period") in amounts equal to the percentage
--------------
of the sum of the aggregate principal amount of the
Loans and the aggregate amount of Deferred Interest
then outstanding set forth below:
Year 1 following the Initial Period 1.25% per quarter
Year 2 following the Initial Period 2.50% per quarter
Year 3 following the Initial Period 6.25% per quarter
Year 4 following the Initial Period 7.50% per quarter
Year 5 following the Initial Period 7.50% per quarter
Mandatory
Prepayment: The Borrower shall be required to prepay outstanding
Loans and Deferred Interest in an amount equal to:
(i) Net proceeds in excess of $500,000 from the
direct or indirect sale of assets (other than
Collateral) of the Borrower or its Restricted
Subsidiaries, insurance recoveries and condemnation
proceeds, unless the Borrower notifies the Lenders
that it plans to reinvest such amounts in capital
assets directly related to and to be used in the
Borrower's telecommunications business as soon as
practicable but in no event later than within 180
days of such sale and so reinvests such proceeds, and
until such reinvestment or repayment all proceeds
<PAGE>
which in the aggregate exceed $1,000,000 shall be
escrowed pursuant to arrangements reasonably
satisfactory to the Administrative Agent. In the
event of any sale or disposition of any asset
constituting Collateral, mandatory prepayment shall
be required in an amount equal to the net proceeds
from such sale or disposition, unless sales and
dispositions of Collateral exceed parameters to be
agreed, in which case the amount of such mandatory
prepayment shall be equal to the product of (A) the
aggregate outstanding Loans and Deferred Interest
multiplied by (B) the quotient of (1) the original
cost of the applicable asset divided by (2) the
original cost of all assets comprising the Collateral
immediately prior to giving effect to such sale or
disposition. In the event of any casualty or
condemnation of any asset constituting Collateral,
the Borrower will either (a) repair or replace such
asset with an asset or assets of equivalent or
greater value, which replacement assets or assets
will become Collateral and will not be financed with
borrowings under the Facility (except, in the case of
replacement assets that are not of the same model and
type as the replaced asset, to the extent of any
portion of the purchase price thereof in excess of
the purchase price at the time of assets of the same
model and type as the replaced asset) or (b) prepay
the Loans in an amount equal to the replacement cost
of the affected asset, unless the casualties and
condemnations of Collateral exceed parameters to be
agreed, in which case the amount of such mandatory
prepayment shall be equal to the product of (A) the
aggregate outstanding Loans and Deferred Interest
multiplied by (B) the quotient of (1) the original
cost of the applicable asset divided by (2) the
original cost of all assets comprising the Collateral
immediately prior to giving effect to such casualty
or condemnation;
(ii) The pro-rata amount of any mandatory or
voluntary repayment, redemption, purchase, defeasance
or other satisfaction prior to maturity of any debt,
provided such prepayments are not in connection with
the permitted refinancing of such debt;
<PAGE>
(iii) Beginning on the Commitment Termination Date,
50% of Excess Cash Flow (to be defined) shall be used
to prepay the Loans. Subject to limitations and
restrictions to be determined, accommodation will be
made for anticipated twelve-month capital
expenditures in calculating Excess Cash Flow.
All mandatory prepayments shall be applied to the
then-remaining installments of principal and Deferred
Interest pro rata. If no Loans or Deferred Interest
are outstanding on the date of any mandatory
prepayment, Commitments shall be reduced pro rata by
the amount which the Borrower would otherwise be
required to prepay had sufficient Loans or Deferred
Interest been outstanding.
Optional Prepayment: At any time, on three business days' notice.
All mandatory and optional prepayments shall be made
without premium, provided that the Borrower shall pay
to the Lenders any breakage costs arising in
connection with any prepayment made prior to the end
of the applicable interest period. All optional
prepayments shall be applied pro-rata to the then-
remaining installments of principal and Deferred
Interest.
COLLATERAL
- ----------
Collateral: Perfected, first priority security interest in the
Network (the "Collateral"). The Collateral Trustee
----------
shall be named as an additional insured on all
policies insuring the Collateral.
REPRESENTATIONS, COVENANTS,
- ---------------------------
AND EVENTS OF DEFAULT
---------------------
Representations and
Warranties: Those customary or appropriate in bank credit
agreements with similar borrowers under similar
circumstances, including without limitation absence
of any Material Adverse Change.
Affirmative Covenants: The following affirmative covenants (with materiality
and other exceptions to be negotiated) and such
others as Lucent may reasonably specify:
<PAGE>
(a) Comply with laws (including, without limitation,
ERISA and environmental laws), pay taxes, maintain
appropriate and adequate insurance in accordance
with industry standards, preserve corporate
existence, keep books in accordance with GAAP and
maintain properties subject to ordinary wear and
tear.
(b) Permit inspection of properties, books and
records during normal business hours and without
unreasonable interference with the Borrower's
business.
(c) Perform obligations under leases, related
documents, material contracts and other agreements
except where the failure to so perform could not be
expected to result in a Material Adverse Change.
(d) (i) Within 45 days after the end of each fiscal
quarter, furnish quarterly consolidated balance
sheets, income statements and statements of cash
flow of the Borrower and its Restricted Subsidiaries
certified by the Borrower's chief financial officer
(which certification may be subject to year-end
audit adjustments) and certificates as to compliance
with the loan documents, as well as operating
reports to be discussed; (ii) within 90 days after
the end of each fiscal year, furnish audited
financial statements of the Borrower and its
Restricted Subsidiaries; (iii) as soon as available
but in no event later than 90 days after the
beginning of each fiscal year, furnish the annual
business plan of the Borrower and its Restricted
Subsidiaries for the current fiscal year, and
updated projections through the maturity of the
Facility reflecting changes caused by actual results
of prior periods and changes in the business plan
itself; (iv) promptly after request, furnish all
other business and financial information that the
Lenders may reasonably request; and (v) provide
notices of default, litigation and other material
events.
(e) Enter into swap agreements or other interest
rate hedging arrangements satisfactory to the
Lenders providing for the swapping of a notional
amount of the Loans which when combined with any
other fixed rate
<PAGE>
financing of the Borrower is at least 50% of the
total debt.
(f) Maintain each License held by it or any of its
Restricted Subsidiaries in full force and effect,
except to the extent that failure to do so could not
reasonably be expected to result in a Material
Adverse Change.
(g) The Borrower's obligations to the
Administrative Agent and the Lenders shall be
absolute and unconditional and shall not be subject
to any delay, reduction, set off, defense,
counterclaim or recoupment for any reason, including
any failure of the Collateral or the Network, or any
part thereof, or any representation or service of
any supplier, manufacturer, installer, vendor or
distributor including without exception Lucent.
Negative Covenants: The following negative covenants (with materiality
and other exceptions to be negotiated) and such
others as Lucent may reasonably specify:
(a) Not create, permit or suffer to exist any
liens, other than liens securing the Loans, liens on
assets securing debt not in excess of an amount to
be agreed, purchase money security interests
(subject to limitations, other than limitations on
amount, to be agreed), liens existing under the
Collateral Pledge and Security Agreement dated as of
February 6, 1997, between the Borrower and the Bank
of New York and customary inchoate and statutory
lien exceptions. In any event, liens shall not be
permitted on any License or any capital stock, other
ownership interest or debt of any Restricted
Subsidiary that owns any License (a "License
-------
Subsidiary").
----------
(b) Not create or permit any debt or contingent or
guaranty obligations, other than (A) the Loans, (B)
Other Debt, (C) the Existing Notes, (D) purchase
money debt (subject to limitations, other than
limitations on amount, to be agreed), (E) a limited
amount of other debt and guarantee obligations
(subject to limitations to be agreed) and (F)
permitted refinancings of debt satisfying criteria
to be specified.
(c) Not create or permit asset sale and leaseback
transactions or equipment operating lease
obligations beyond limits to be mutually agreed.
<PAGE>
(d) Not merge or consolidate with any person.
(e) Not make investments subject to certain
exceptions to be mutually agreed upon.
(f) Not pay any dividends or distributions to
shareholders, repurchase equity or make other
restricted payments (which shall be defined to refer
to payments in respect of equity or subordinated
debt).
(g) Not enter into any tax-sharing or management or
servicing fee agreement (other than management or
service fee agreements providing for payments to the
Borrower or Restricted Subsidiaries for services
rendered by them).
(h) Restrictions on the formation or acquisition of
Restricted Subsidiaries, investments therein and
activities thereof, effectively requiring
substantially all assets (other than Licenses held
by a License Subsidiary) and operations of the
Borrower and its Restricted Subsidiaries to be owned
and conducted by the Borrower.
(i) Not prepay, redeem, purchase, defease or
otherwise satisfy prior to maturity, or make any
payment in violation of any subordination terms of,
any debt for borrowed money (other than (i)
prepayments in connection with refinancings of any
such debt satisfying criteria to be specified, (ii)
prepayments under the Facility, and (iii)
prepayments of other debt accompanied by pro rata
prepayment of the Facility).
(j) Limitations on activities of any License
Subsidiary, including not permitting the entities to
(i) incur any debt, (ii) amend their charters and
by-laws or (iii) engage in any activities of any
nature, other than holding the Licenses. Any License
Subsidiary must be a wholly-owned Restricted
Subsidiary owned directly by the Borrower.
(k) Not dispose of assets except for the
disposition of obsolete, uneconomic or surplus
assets in the ordinary
<PAGE>
course of business or sales of immaterial assets,
provided no default or event of default has occurred
or would result therefrom and the Borrower applies
the net proceeds as set forth above under the
heading "Mandatory Prepayments" or on such other
terms to be discussed.
(l) Not engage in transactions with affiliates
other than Restricted Subsidiaries except (i) with
respect to purchases of equipment and provision of
services for the Network, at cost, and (ii) with
respect to other transactions, on terms at least as
advantageous to the Borrower as could be obtained
from a third party that is not an affiliate.
(m) Not engage in any business other than the
telecommunications and data networking business and
businesses related thereto.
(n) Not permit restrictions on the ability of
Restricted Subsidiaries to pay dividends or
otherwise transfer funds by any means to the
Borrower.
Financial Covenants: Financial and other covenants Lucent may reasonably
specify with respect to the Borrower and its
Restricted Subsidiaries, including but not limited
to:
During the initial years (before EBITDA positive) of
the Borrower's business plan (with levels and
definitions to be determined):
. Secured debt to total capitalization
. Total debt to total capitalization
. Minimum Revenue
During the later years (after EBITDA positive) of
the business plan, all of the preceding plus:
. Senior debt to annualized EBITDA
. Fixed charge coverage
. Interest coverage ratio
. Pro forma debt service
. After the commencement of principal repayment,
total debt to annualized EBITDA.
<PAGE>
Events of Default: The following events of default (with such
materiality, grace periods and other exceptions to
be negotiated):
(a) The Borrower shall fail to pay any sum when due
in accordance with the loan documentation and
subject to customary grace periods for non-principal
payments.
(b) Any representation or warranty of the Borrower
or any of its Restricted Subsidiaries in any of the
loan documentation or certificate or financial
information delivered pursuant thereto shall not be
correct in all material respects when made or
confirmed.
(c) The Borrower or any of its Restricted
Subsidiaries shall fail to perform or comply with
(within a specified period of time, where customary
and appropriate, after notice or knowledge of such
failure) any term or covenant in any of the loan
documentation.
(d) The Borrower or any of its Restricted
Subsidiaries shall default under any debt obligation
in excess of an amount to be agreed and such default
shall be continuing.
(e) Any bankruptcy, insolvency or similar event
involving the Borrower or any of its Restricted
Subsidiaries.
(f) Any judgment in excess of an amount to be
agreed or any material non-monetary judgment shall
be entered against the Borrower or any of its
Restricted Subsidiaries and shall remain unsatisfied
or unstayed for 30 days or enforcement action shall
be taken.
(g) Any of the loan documentation shall cease to be
enforceable against the Borrower or any of its
Restricted Subsidiaries.
(h) Any security document shall (other than to the
extent permitted by the terms thereof) cease to
create a valid and perfected first-priority security
interest in any collateral purported to be covered
thereby.
(i) A Change of Control (to be defined and to
include
<PAGE>
certain changes in executive officers) of the
Borrower or any Restricted Subsidiary shall have
occurred.
(j) Standard ERISA defaults.
(k) Loss, revocation, suspension or material
impairment of any material Licenses.
OTHER MATTERS
- -------------
Voting: Amendments and waivers generally will require
approval by Lenders with more than 50% of the sum of
all outstanding Loans, Deferred Interest and
Commitments, except that at any time that Lucent
holds more than 50%, and all other Lenders taken
together hold more than 35%, of the sum of the
outstanding Loans, Deferred Interest and
Commitments, amendments and waivers will require
approval by (a) Lucent and (b) Lenders holding more
than 50% of the Loans, Deferred Interest and
Commitments (excluding those held by Lucent);
provided that, if Lenders other than Lucent hold
--------
more than 35% of the sum of the outstanding Loans,
Deferred Interest and Commitments at the time of and
before giving effect to any increase in the
Commitments as described above under the heading
"Facility Increase", amendments and waivers will
require approval by (i) Lucent and (ii) Lenders
holding more than 50% of the Loans, Deferred
Interest and Commitments (excluding those held by
Lucent). Certain matters will require approval by
all Lenders or each affected Lender.
Assignments and
Participations: The rights and interest of the Lenders in Loans,
Deferred Interest and Commitments shall be
assignable in minimum aggregate principal amounts
not less than $10,000,000, and the Facility
documentation will have provisions for assignments
and participations customary for syndicated bank
loan agreements. The Borrower shall have the right
to approve (which approval shall not be unreasonably
withheld or delayed) assignments, other than
assignments to Lucent, an existing Lender, an
affiliate of Lucent or an existing Lender or any
bank or other financial institution or investment
fund or similar entity listed on a schedule to be
agreed, provided that
---------
<PAGE>
approval shall not be required for any assignment by
a Lender of a security interest in its rights or for
the sale of a participation. Notwithstanding the
foregoing, Lucent will agree not to assign any of
its rights as a Lender until the earlier of (i) the
date that is 18 months after the Closing Date and
(ii) the date on which Loans having an aggregate
principal amount of $200,000,000 have been borrowed.
Lenders may assign outstanding Loans, Deferred
Interest and Commitments separately, and may assign
separate tranches, portions thereof and Commitments
thereunder separately.
Cooperation Agreement: The Borrower will enter into a separate agreement to
cooperate in the marketing and selling of the Loans.
Deferred Interest and Commitments by Lucent and its
agent, and will include the Borrower entering into
the necessary underwriting, agency or other
appropriate agreements, with standard and
appropriate terms and conditions (including
representations, warranties and indemnities) and
helping to prepare offering memoranda and other
marketing documents if Lucent attempts to sell the
Loans and Deferred Interest.
The Borrower shall also cooperate with the
Administrative Agent and the Lenders in connection
with their respective efforts in syndicating the
Facility; provided that the Borrower is given 30
--------
days prior notice of any intent to commence a
syndication. Such cooperation will include making
senior officers of the Borrower available for
meetings with potential Lenders and providing, in a
timely manner, such assistance as may be requested
by the Administrative Agent or the Lenders,
including helping to prepare offering memoranda and
other marketing documents and providing information
to and responding to inquiries from prospective
Lenders with respect to the business, operations,
business plan, results and other matters relating to
the business of the Borrower. The Borrower shall
also agree to black-out or market clear provisions.
Indemnity: The Borrower will indemnify each of the Lenders,
their agents and affiliates, and their respective
directors, officers, employees and advisors (the
"Indemnitees"), against all losses, claims, damages,
-----------
liabilities and related expenses arising out of or
in connection with the
<PAGE>
Facility, the proposed transactions, environmental
matters or any actual or prospective claim,
litigation, investigation or proceeding relating to
the foregoing; provided that such indemnity shall
--------
not, as to any Indemnitee, be available to the
extent that the indemnified loss is determined to
have resulted from the gross negligence or willful
misconduct of such Indemnitee. The Indemnitees shall
not be liable for any special, indirect,
consequential or punitive damages.
Governing Law: New York.
