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):
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"(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."
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(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.
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"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
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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
_____________________________________________________
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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."
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(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
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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.
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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.
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(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
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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
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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.
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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]
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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:
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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:
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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:
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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:
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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:
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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:
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LENDERS:
-------
THE BANK OF NEW YORK,
as Lender, Letter of Credit Issuer,
Administrative Agent and Collateral Agent
By:
-----------------------------------
Name:
Title:
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ABN-AMRO BANK N.V.
By:
-----------------------------------
Name:
Title:
By:
-----------------------------------
Name:
Title:
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ALLIANCE CAPITAL FUNDING, L.L.C.
By: Alliance Capital Management L.P.,
as its Collateral Manager
By:
-----------------------------------
Name:
Title:
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MONUMENT CAPITAL LTD.
By: Alliance Capital Management L.P.,
as its Collateral Manager
By:
-----------------------------------
Name:
Title:
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THE BANK OF NOVA SCOTIA
By:
-----------------------------------
Name:
Title:
-24-
<PAGE>
Execution Copy
FC CBO IV, LTD
By: The Bank of Montreal,
as its Collateral Manager
By:
-----------------------------------
Name:
Title:
-25-
<PAGE>
Execution Copy
BARCLAYS BANK PLC
By:
-----------------------------------
Name:
Title:
-26-
<PAGE>
Execution Copy
SIERRA CLO I, LTD
By: Centre Pacific, as its Collateral Manager
By:
-----------------------------------
Name:
Title:
-27-
<PAGE>
Execution Copy
CIBC WORLD MARKETS, CORP.
as Lender and Syndication Agent
By:
-----------------------------------
Name:
Title:
-28-
<PAGE>
Execution Copy
CAPTIVA FINANCE LTD.
By:
-----------------------------------
Name:
Title:
-29-
<PAGE>
Execution Copy
CITIBANK, N.A.
By:
-----------------------------------
Name:
Title:
-30-
<PAGE>
Execution Copy
CITICORP NORTH AMERICA, INC.,
as Lender and Syndication Agent
By:
-----------------------------------
Name:
Title:
-31-
<PAGE>
Execution Copy
CREDIT LYONNAIS, NEW YORK BRANCH
By:
-----------------------------------
Name:
Title:
-32-
<PAGE>
Execution Copy
CREDIT SUISSE FIRST BOSTON,
as Lender and Documentation Agent
By:
-----------------------------------
Name:
Title:
By:
-----------------------------------
Name:
Title:
-33-
<PAGE>
Execution Copy
DRESDNER BANK AG, NEW YORK AND GRAND
CAYMAN BRANCHES
By:
-----------------------------------
Name:
Title:
By:
-----------------------------------
Name:
Title:
-34-
<PAGE>
Execution Copy
SENIOR DEBT PORTFOLIO
By: Boston Management and Research
as Investment Advisor
By:
-----------------------------------
Name:
Title:
-35-
<PAGE>
Execution Copy
EATON VANCE SENIOR INCOME TRUST
By: Eaton Vance Management
as Investment Advisor
By:
-----------------------------------
Name:
Title:
-36-
<PAGE>
Execution Copy
EATON VANCE INSTITUTIONAL SENIOR LOAN
FUND
By: Eaton Vance Management
as Investment Advisor
By:
-----------------------------------
Name:
Title:
-37-
<PAGE>
Execution Copy
EATON VANCE CDO III, LTD
By: Eaton Vance Management
as Investment Advisor
By:
-----------------------------------
Name:
Title:
-38-
<PAGE>
Execution Copy
OXFORD STRATEGIC INCOME FUND
By: Eaton Vance Management
as Investment Advisor
By:
-----------------------------------
Name:
Title:
-39-
<PAGE>
Execution Copy
VARIABLE INSURANCE PRODUCTS FUND II: ASSET
MANAGER: GROWTH PORTFOLIO
By:
-----------------------------------
Name:
Title:
-40-
<PAGE>
Execution Copy
VARIABLE INSURANCE PRODUCTS FUND II: ASSET
MANAGER PORTFOLIO
By:
-----------------------------------
Name:
Title:
-41-
<PAGE>
Execution Copy
FLEET NATIONAL BANK
By:
-----------------------------------
Name:
Title:
-42-
<PAGE>
Execution Copy
FRANKLIN FLOATING RATE FUND
By: Franklin Templeton Funds,
as its Collateral Agent
By:
-----------------------------------
Name:
Title:
-43-
<PAGE>
Execution Copy
FRANKLIN CLO I, LTD.
By: Franklin Templeton Funds,
as its Collateral Agent
By:
-----------------------------------
Name:
Title:
-44-
<PAGE>
Execution Copy
FRANKLIN FLOATING RATE MASTER SERIES
By: Franklin Templeton Funds,
as its Collateral Agent
By:
-----------------------------------
Name:
Title:
-45-
<PAGE>
Execution Copy
GENERAL ELECTRIC CAPITAL CORPORATION
By:
-----------------------------------
Name:
Title:
-46-
<PAGE>
Execution Copy
HARCH CAPITAL
By:
-----------------------------------
Name:
Title:
-47-
<PAGE>
Execution Copy
ELF-FUNDING TRUST I
By: Highland Capital Management,
as its Collateral Manager
By:
-----------------------------------
Name:
Title:
-48-
<PAGE>
Execution Copy
SRV-HIGHLAND, INC.
By:
-----------------------------------
Name:
Title:
-49-
<PAGE>
Execution Copy
PAM CAPITAL FUNDING LP
By: Highland Capital Management,
as its Collateral Manager
By:
-----------------------------------
Name:
Title:
-50-
<PAGE>
Execution Copy
HIGHLAND LEGACY LIMITED
By: Highland Capital Management,
as its Collateral Manager
By:
-----------------------------------
Name:
Title:
-51-
<PAGE>
Execution Copy
PAMCO CAYMAN LTD.
By: Highland Capital Management,
as its Collateral Manager
By:
-----------------------------------
Name:
Title:
-52-
<PAGE>
Execution Copy
IBM CREDIT CORPORATION
By:
-----------------------------------
Name:
Title:
-53-
<PAGE>
Execution Copy
NEMEAN CLO, LTD.
By: ING Capital Advisors LLC,
as Investment Manager
By:
-----------------------------------
Name:
Title:
-54-
<PAGE>
Execution Copy
ARCHIMEDES FUNDING II, LTD.
By: ING Capital Advisors LLC,
as its Collateral
By:
-----------------------------------
Name:
Title:
-55-
<PAGE>
Execution Copy
ARCHIMEDES FUNDING III, LTD.
By: ING Capital Advisors LLC,
as Collateral Manager
By:
-----------------------------------
Name:
Title:
-56-
<PAGE>
Execution Copy
KZH ING-1 LLC
By:
-----------------------------------
Name:
Title:
-57-
<PAGE>
Execution Copy
KZH ING-2 LLC
By:
-----------------------------------
Name:
Title:
-58-
<PAGE>
Execution Copy
MORGAN GUARANTY TRUST COMPANY OF NEW
YORK
By:
-----------------------------------
Name:
Title:
-59-
<PAGE>
Execution Copy
MERITA-NORDBANKEN GROUP
By:
-----------------------------------
Name:
Title:
By:
-----------------------------------
Name:
Title:
-60-
<PAGE>
Execution Copy
MERRILL LYNCH SENIOR FLOATING RATE FUND,
INC.
By:
-----------------------------------
Name:
Title:
-60-
<PAGE>
Execution Copy
MERRILL LYNCH PRIME RATE PORTFOLIO
By: Merrill Lynch Investment Managers, L.P.,
as Investment Advisor
By:
-----------------------------------
Name:
Title:
-62-
<PAGE>
Execution Copy
MORGAN STANLEY DEAN WITTER
PRIME INCOME TRUST
By:
-----------------------------------
Name:
Title:
-63-
<PAGE>
Execution Copy
HARBOURVIEW CDO II, LTD.
By: Oppenheimer Funds,
as its Collateral Manager
By:
-----------------------------------
Name:
Title:
-64-
<PAGE>
Execution Copy
OPPENHEIMER SENIOR FLOATING RATE FUND
By: Oppenheimer Funds, as its
Collateral Manager
By:
-----------------------------------
Name:
Title:
-65-
<PAGE>
Execution Copy
NUVEEN FLOATING RATE FUND
By: John Nuveen, as its Collateral Manager
By:
-----------------------------------
Name:
Title:
-66-
<PAGE>
Execution Copy
NUVEEN SENIOR INCOME FUND
By: John Nuveen, as its Collateral Manager
By:
-----------------------------------
Name:
Title:
-67-
<PAGE>
Execution Copy
ROYAL BANK OF CANADA
By:
-----------------------------------
Name:
Title:
-68-
<PAGE>
Execution Copy
SOCIETE GENERALE
By:
-----------------------------------
Name:
Title:
-69-
<PAGE>
Execution Copy
STANFIELD CLO, LTD.
By: Stanfield Capital Partners LLC
as its Collateral Manager
By:
-----------------------------------
Name:
Title:
-70-
<PAGE>
Execution Copy
STANFIELD/RMF TRANSATLANTIC CDO, LTD.
By: Stanfield Capital Partners LLC
as its Collateral Manager
By:
-----------------------------------
Name:
Title:
-71-
<PAGE>
Execution Copy
SUMITOMO TRUST AND BANKING CO., LTD.
By:
-----------------------------------
Name:
Title:
-72-
<PAGE>
Execution Copy
TORONTO DOMINION (TEXAS), INC.
By:
-----------------------------------
Name:
Title:
-73-
<PAGE>
Execution Copy
UBS AG, STAMFORD BRANCH
By:
-----------------------------------
Name:
Title:
-74-
<PAGE>
Execution Copy
VAN KAMPEN PRIME RATE INCOME TRUST
By: Van Kampen Investment Advisory Corp.
By:
-----------------------------------
Name:
Title:
-75-
<PAGE>
Execution Copy
VAN KAMPEN SENIOR INCOME TRUST
By: Van Kampen Investment Advisory Corp.
By:
-----------------------------------
Name:
Title:
-76-
<PAGE>
Execution Copy
J.H. WHITNEY CASH FLOW FUND, L.P.
By:
-----------------------------------
Name:
Title:
-77-
<PAGE>
Execution Copy
WINDSOR LOAN FUNDING, LIMITED
By: Stanfield Capital Partners LLC
as its Collateral Manager
By:
-----------------------------------
Name:
Title:
-78-
<PAGE>
Execution Copy
SIEMENS FINANCIAL SERVICES, INC.
By:
-----------------------------------
Name:
Title:
-79-
<PAGE>
Execution Copy
Annex A
Form of Term Loan C Loan Request
-80-
<PAGE>
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-
<PAGE>
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-
<PAGE>
Execution Copy
Annex B
Form of Term Loan Note
-83-
<PAGE>
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-
<PAGE>
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-
<PAGE>
Execution Copy
TERM LOAN AND PRINCIPAL PAYMENTS
Aggregate Principal Amount of Term Loan [A] [B] [C] Loan: $___________________
Borrowing Date: ____________________
<TABLE>
Amount of
Interest Interest Amount of Unpaid
Rate Period (if Principal Principal Notation
Date Basis applicable) Repaid Balance Total Made By
--------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
[ABR]
[Eurodollar]
--------------------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------------------------------
===============================================================================================================================
</TABLE>
-86
<PAGE>
Execution Copy
Annex C
Form of Assignment and Acceptance
-87-
<PAGE>
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-
<PAGE>
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
<PAGE>
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-
<PAGE>
Execution Copy
Annex D
Schedule 1.01(c)-1 Lenders and Commitment
-91-
<PAGE>
Execution Copy
Schedule 1.01(c)-1
Lenders and Commitments*
<TABLE>
Revolving
Address for Credit Term Loan A Term Loan B Term Loan C Total
Lender Notices Commitment Commitment Commitment Commitment Commitment
------ --------- ---------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C>
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
</TABLE>
--------
* Commitments as of the Effective Date, or in the case of the Term Loan C
Commitment, the Term Loan C Effective Date.
-94-
<PAGE>
<TABLE>
Revolving
Address for Credit Term Loan A Term Loan B Term Loan C Total
Lender Notices Commitment Commitment Commitment Commitment Commitment
------ --------- ---------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C>
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
</TABLE>
-95-
<PAGE>
<TABLE>
Revolving
Address for Credit Term Loan A Term Loan B Term Loan C Total
Lender Notices Commitment Commitment Commitment Commitment Commitment
------ --------- ---------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C>
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
</TABLE>
-96-
