To: John Soileau who wrote (18061 ) 4/18/2001 9:47:37 AM From: uu Read Replies (1) | Respond to of 21876 LUCENT FACILITY In October 1998, we entered into the Lucent Facility which sets forth the terms and conditions under which Lucent or its assignee lenders will provide us with up to $2.0 billion of purchase money financing for the purchase of equipment and services pursuant to the terms of a related supply agreement with Lucent.Lucent is not required to fund commitments if, at any one time, the outstanding aggregate loans held by Lucent or for which Lucent is otherwise obligated exceed $500.0 million. Additional amounts under the Lucent Facility become available on a dollar-for-dollar basis as outstanding loans or unfunded commitments are F-15 <PAGE> WINSTAR COMMUNICATIONS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED) NOTE 5--DEBT--(CONTINUED) syndicated by Lucent to other lenders. We may draw against available commitments until such time as they have been fully drawn or the fifth anniversary of the credit agreement, whichever is earlier. The Lucent Facility provides that borrowings will fall into one of the five annual tranches. The tranche under which a loan is drawn determines when the loan is to be repaid, with each tranche having an eight year term. As of December 31, 1999, the total amount outstanding under the Lucent Facility was approximately $835.8 million, portions of which are held by a commercial bank. We had an immediate availability of $264.2 million and a remaining commitment of $1,164.2 million under this facility as of December 31, 1999. In certain circumstances, the bank may convert the loans it holds into senior secured notes of our borrowing subsidiary which will be issued pursuant to an indenture similar to those governing some of our other indebtedness and guaranteed by us. Interest on loans under the Lucent Facility accrues at a floating rate equal to, at our election, a base rate determined in relation to the then current prime rate, or at the London Inter-Bank Offered Rate ("LIBOR"), in each case plus a margin which may vary over the life of the Lucent Facility (9.63% at December 31, 1999). Interest will be payable quarterly in arrears for base rate advances and at the end of each interest period (which can be one, three or six months in length, at our election) for LIBOR advances. However, the interest on loans accruing during the first year of each tranche of which a loan is a part may, at our election, be deferred. The deferred interest shall then accrue at the same rates as the principal of the loans. The principal of any tranche as well as any deferred interest thereon will be repaid in sixteen equal installments. Installments are payable on the last day of each calendar quarter, commencing on the last day of the first quarter following the fourth anniversary of the date the applicable tranche first becomes available.