EXHIBIT 7
December 6, 2000
Winstar Communications, Inc.
685 Third Avenue
New York, NY 10017
Ladies and Gentlemen:
Each of Credit Suisse First Boston Equity Partners, L.P., Credit Suisse
First Boston Equity Partners (Bermuda), L.P., EMA Funds LLC and Constellation
Equity Partners, L.P. (collectively, the "Funds") hereby irrevocably agrees
with Winstar Communications, Inc. (the "Company") to vote all shares of Series
G Senior Cumulative Participating Convertible Preferred Stock, Series H Senior
Cumulative Participating Convertible Preferred Stock and common stock of the
Company beneficially owned in aggregate by the Funds, to the extent such shares
represent in excess of 4.9% of the outstanding voting power of the Company, in
proportion to all votes cast by the other holders of voting securities of the
Company (as determined by the Company and excluding for these purposes all
shares of voting securities beneficially owned by the Funds).
Sincerely,
Credit Suisse First Boston Equity Partners, L.P.
Credit Suisse First Boston Equity Partners
(Bermuda), L.P.
EMA Funds LLC
Constellation Equity Partners, L.P.
By: /s/ Hartley R. Rogers
---------------------------------------
Name: Hartley R. Rogers
Title: Attorney-in-fact
Accepted as of the date
first above mentioned
Winstar Communications, Inc.
By: /s/ Frederic E. Rubin
------------------------------
Name: Frederic E. Rubin
Title: Senior Vice President, Treasurer
