EXHIBIT B
GUARANTEE AND SUBORDINATION AGREEMENT dated
as of October [ ], 1998, among WINSTAR NETWORK
EXPANSION, LLC, a Delaware limited liability company
(the "Borrower"), WINSTAR COMMUNICATIONS, INC., a
Delaware corporation (the "Parent"), each of the
subsidiaries of the Parent listed on Schedule I
hereto (each such subsidiary individually, a
"Subsidiary Guarantor" and collectively, the
"Subsidiary Guarantors"; the Subsidiary Guarantors
and the Parent being referred to individually as a
"Guarantor" and collectively as the "Guarantors"),
and LUCENT TECHNOLOGIES INC. ("Lucent"), as
administrative agent (the "Administrative Agent")
for the Lenders (as defined below).
Reference is made to the Credit Agreement dated as of October
21, 1998 (as amended or modified from time to time, the "Credit Agreement"),
among the Parent, the Borrower, the lenders from time to time party thereto
(the "Lenders"), State Street Bank and Trust Company, as collateral agent (the
"Collateral Agent") and the Administrative Agent. Capitalized terms used herein
and not defined herein shall have the meanings assigned to such terms in the
Credit Agreement
The Lenders have agreed to make Loans to the Borrower
pursuant to, and upon the terms and subject to the conditions specified in, the
Credit Agreement. The Parent has elected that the Guarantors guarantee the
Obligations (as defined below) by entering into this Agreement. The Borrower is
a wholly-owned subsidiary of the Parent and each of the Subsidiary Guarantors
is a Subsidiary of the Parent. Each of the Guarantors acknowledges that it will
derive substantial benefit from the making of the Loans by the Lenders. The
obligations of the Lenders to make Loans are conditioned on, among other
things, the execution and delivery by the Borrower and the Guarantors of a
Guarantee and Subordination Agreement in the form hereof. As consideration
therefor and in order to induce the Lenders to make Loans, the Borrower and the
Guarantors are willing to execute this Agreement.
2
Accordingly, the parties hereto agree as follows:
ARTICLE I
Guarantee
SECTION 1.01. Guarantee. Each Guarantor unconditionally
guarantees, jointly with the other Guarantors and severally, as a primary
obligor and not merely as a surety, (a) the due and punctual payment of (i) the
principal of and premium, if any, and interest (including interest accruing
during the pendency of any bankruptcy, insolvency, receivership or other
similar proceeding, regardless of whether allowed or allowable in such
proceeding) on the Loans, when and as due, whether at maturity, by
acceleration, upon one or more dates set for prepayment or otherwise and (ii)
all other monetary obligations, including fees, costs, expenses and
indemnities, whether primary, secondary, direct, contingent, fixed or otherwise
(including monetary obligations incurred during the pendency of any bankruptcy,
insolvency, receiver ship or other similar proceeding, regardless of whether
allowed or allowable in such proceeding), of the Borrower under the Credit
Agreement and the other Loan Documents and (b) the due and punctual performance
of all covenants, agreements, obligations and liabilities of the Borrower under
or pursuant to the Credit Agreement and the other Loan Documents (all the
monetary and other obligations referred to in the preceding clauses (a) and (b)
being collectively called the "Obligations"). Each Guarantor further agrees
that the Obligations may be extended or renewed, in whole or in part, without
notice to or further assent from it, and that it will remain bound upon its
guarantee notwithstanding any extension or renewal of any Obligation.
SECTION 1.02. Obligations Not Waived. To the fullest extent
permitted by applicable law, each Guarantor waives presentment to, demand of
payment from and protest to the Borrower or any other Loan Party of any of the
Obligations, and also waives notice of acceptance of its guarantee and notice
of protest for nonpayment. To the fullest extent permitted by applicable law,
the obligations of each Guarantor hereunder shall not be affected by (a) the
failure of the Administrative Agent, the Collateral Agent or any Lender to
assert any claim or demand or to enforce or exercise any right or remedy
against the Borrower or any other Guarantor under the provisions of the Credit
Agreement, any other Loan Document or otherwise, (b) any rescission, waiver,
amendment or modification of, or any release from any of the terms or
provisions of this
3
Agreement, any other Loan Document, any Guarantee or any other agreement,
including with respect to any other Guarantor under this Agreement or (c) the
failure to perfect any security interest in, or the release of, any of the
security held by or on behalf of the Collateral Agent or any Lender.
SECTION 1.03. Security. Each of the Guarantors authorizes the
Collateral Agent and each of the Lenders to (a) take and hold security given
for the payment of this Guarantee and the Obligations and exchange, enforce,
waive and release any such security, (b) apply such security and direct the
order or manner of sale thereof as they in their sole discretion may determine
and (c) release or substitute any one or more endorsees, other Guarantors of
other obligors.
SECTION 1.04. Guarantee of Payment. Each Guarantor further
agrees that its guarantee constitutes a guarantee of payment when due and not
of collection, and waives any right to require that any resort be had by the
Administrative Agent or any Lender to any of the security held for payment of
the Obligations or to any balance of any deposit account or credit on the books
of the Administrative Agent or any Lender in favor of the Borrower, any other
Loan Party or any other Person.
SECTION 1.05. No Discharge or Diminishment of Guarantee. The
obligations of each Guarantor hereunder shall not be subject to any reduction,
limitation, impairment or termination for any reason (other than the
indefeasible payment in full in cash of the Obligations), including any claim
of waiver, release, surrender, alteration or compromise of any of the
Obligations, and shall not be subject to any defense or setoff, counterclaim,
recoupment or termination whatsoever by reason of the invalidity, illegality or
unenforceability of the Obligations or otherwise. Without limiting the
generality of the foregoing, the obligations of each Guarantor hereunder shall
not be discharged or impaired or otherwise affected by the failure of the
Administrative Agent, the Collateral Agent or any Lender to assert any claim or
demand or to enforce any remedy under the Credit Agreement, any other Loan
Document or any other agreement, by any waiver or modification of any provision
of any thereof, by any default, failure or delay, wilful or otherwise, in the
performance of the Obligations, or by any other act or omission that may or
might in any manner or to any extent vary the risk of any Guarantor or that
would otherwise operate as a discharge of each Guarantor as a matter of law
4
or equity (other than the indefeasible payment in full in cash of all the
Obligations).
SECTION 1.06. Defenses of Borrower Waived. To the fullest
extent permitted by applicable law, each of the Guarantors waives any defense
based on or arising out of the defense of the Borrower or any other Loan Party
or the unenforceability of the Obligations or any part thereof from any cause,
or the cessation from any cause of the liability of the Borrower or any other
Loan Party, other than the final and indefeasible payment in full in cash of the
Obligations. The Collateral Agent and the Lenders may, at their election,
foreclose on any security held by one or more of them by one or more judicial or
nonjudicial sales, accept an assignment of any such security in lieu of
foreclosure, compromise or adjust any part of the Obligations, make any other
accommodation with the Borrower or any other Loan Party or guarantor or exercise
any other right or remedy available to them against the Borrower or any other
Loan Party or guarantor, without affecting or impairing in any way the liability
of any Guarantor hereunder except to the extent the Obligations have been fully,
finally and indefeasibly paid in cash. To the fullest extent permitted by
applicable law, each of the Guarantors waives any defense arising out of any
such election even though such election operates, pursuant to applicable law, to
impair or to extinguish any right of reimbursement or subrogation or other right
or remedy of such Guarantor against the Borrower or any other Guarantor or
guarantor, as the case may be, or any security.
ARTICLE II
Subordination
SECTION 2.01. Subordination. Each Subordinated Creditor
hereby agrees that all the Subordinated Obligations of each Loan Party owed to
such Subordinated Creditor are hereby expressly subordinated, to the extent and
in the manner set forth in this Article II, to the prior payment in full in
cash of all Senior Obligations of such Loan Party in accordance with the terms
thereof.
As used herein:
"Senior Creditors" means each of the Lenders, the
Administration Agent, the Collateral Agent and their respective successors and
assigns.
5
"Senior Obligations" of any Loan Party means (a) in the case
of the Borrower, the Obligations, and (b) in the case of to any other Loan
Party, all monetary obligations of such Loan Party under the Loan Documents to
which it is a party, including pursuant to this Agreement.
"Subordinated Creditors" means any Guarantor in
its capacity as a creditor of the Borrower or any Subsidiary
Guarantor.
"Subordinated Obligations" of any Loan Party means all
monetary obligations and other liabilities of such Loan Party at any time owing
to any Subordinated Creditor of such Loan Party (including any such obligations
or other liabilities owning to any other Person for the direct or indirect
benefit of any Subordinated Creditor of such Loan Party), including all rights
of such Subordinated Creditors against such Loan Party arising by way of right
of subrogation, contribution, reimbursement, indemnity or otherwise; provided
that the Subordinated Obligations of the Borrower or a Subsidiary Guarantor
shall not include any Indebtedness owed to the Parent to the extent any such
Indebtedness may only be incurred in compliance with any indenture of the
Parent evidencing public Indebtedness of the Parent if such Indebtedness is
evidenced by an unsubordinated promissory note.
SECTION 2.02. Dissolution or Insolvency. Each Subordinated
Creditor agrees that upon any distribution of the assets of any Loan Party or
upon any dissolution, winding up, liquidation or reorganization of any Loan
Party, whether in bankruptcy, insolvency, reorganization, arrangement or
receivership proceedings or otherwise, or upon any assignment for the benefit
of creditors or any other marshaling of the assets and liabilities of any Loan
Party:
(a) the Senior Creditors of such Loan Party shall first be
entitled to receive payment in full in cash of the Senior Obligations of such
Loan Party in accordance with the terms of such Senior Obligations before any
Subordinated Creditor shall be entitled to receive any payment on account of
the Subordinated Obligations of such Loan Party, whether as principal, interest
or otherwise; and
(b) any payment by, or distribution of the assets of, such
Loan Party of any kind or character, whether in cash, property or securities,
received by or on behalf of any Subordinated Creditor shall be held in trust
for the benefit of, and shall be paid over to, the Senior Creditors of any Loan
Party to the extent necessary to make payment in
6
full in cash of all Senior Obligations of such Loan Party remaining unpaid,
after giving effect to any concurrent payment or distribution to the Senior
Creditors in respect of the Senior Obligations.
SECTION 2.03. Other Creditors. Nothing contained in this
Agreement is intended to or shall impair, as between and among the Loan
Parties, their creditors (other than their Senior Creditors) and the
Subordinated Creditors, the obligations of each Loan Party to pay to the
applicable Subordinated Creditors of such Borrower Company the Subor dinated
Obligations of such Loan Party as and when the same shall become due and
payable in accordance with the terms thereof, or affect the relative rights of
the Subordinated Creditors and the other creditors of such Loan Party (other
than their Senior Creditors).
SECTION 2.04. Proofs of Claims. In the event of any
dissolution, winding up, liquidation or reorganization of any Loan Party,
whether in bankruptcy, insolvency, reorganization, arrangement or receivership
proceedings or otherwise, or any assignment for the benefit of creditors or any
other marshaling of the assets and liabilities of any Loan Party, each
Subordinated Creditor agrees to file proofs of claim for the Subordinated
Obligations owed to it upon demand of the Administrative Agent, in default of
which the Administrative Agent or other authorized representative of the Senior
Creditors is hereby irrevocably authorized so to file in order to effectuate
the provisions hereof. This Section shall not be construed to permit any
Subordinated Creditor to retain any payment received by it in respect of a
Subordinated Obligation that such Subordinated Creditor is not entitled to
retain under any other provision of this Agreement.
SECTION 2.05. No Waiver. No right of any Senior Creditor to
enforce this Agreement shall at any time or in any way be prejudiced or
impaired by any act or failure to act on the part of any of the Administrative
Agent, the other Senior Creditors, or any Loan Party, or by any noncompliance
by any Subordinated Creditor or Loan Party with the terms, provisions and
covenants contained herein, and the Senior Creditors are hereby expressly
authorized to extend, renew, increase, decrease, modify or amend the terms of
the Senior Obligations or any security therefor, and to release, sell or
exchange any such security and otherwise deal freely with the Loan Parties, all
without notice to or consent of any Subordinated Creditor and without affecting
the liabilities and obligations of the parties hereto.
7
SECTION 2.06. Transfer of Subordinated Obligations. Each
Subordinated Creditor agrees that it will not sell, assign, transfer or
otherwise dispose of all or any part of the Subordinated Obligations owed to it
unless the Person to whom such sale, assignment, transfer or disposition is
made (i) is a Subordinated Creditor hereunder or (ii) shall acknowledge in
writing (delivered to the Agent) that it shall be bound by the terms of this
Agreement, including the terms of this Section 2.06, as though named herein as
a Subordinated Creditor.
SECTION 2.07. Obligations Hereunder Not Affected. (a) All
rights and interests of the Senior Creditors hereunder, and all agreements and
obligations of the Subordinated Creditors hereunder, shall remain in full force
and effect irrespective of:
(i) any lack of validity or enforceability of the credit
Agreement or any other Loan Document;
(ii) any change in the time, manner or place of payment of,
or in any other term of, all or any of the Senior Obligations, or any
other amendment or waiver of or consent to departure from the Credit
Agreement or any other Loan Document (other than this Agreement);
(iii) any exchange, release or nonperfection of any security
interest in any collateral, or any release or amendment or waiver of
or consent to departure from any guarantee, in respect of all or any
of the Senior Obligations; or
(iv) any other circumstance that might otherwise constitute a
defense available to, or a discharge of, any Borrower Company in
respect of its Senior Obligations or of any Subordinated Creditor in
respect of this Agreement.
(b) Each Subordinated Creditor hereby authorizes the Senior
Creditors, without notice or demand and without affecting or impairing any of
the obligations of such Subordinated Creditor hereunder, from time to time to
(i) renew, compromise, extend, increase, accelerate or otherwise change the
time for payment of, or otherwise change the terms of, the Senior Obligations
or any part thereof and (ii) exercise or refrain from exercising any rights
against any Subordinated Creditor, any Loan Party or any other Person.
8
ARTICLE III
Miscellaneous
SECTION 3.01. Representations and Warranties. Each of the
Guarantors represents and warrants as to itself that all representations and
warranties relating to it contained in the Credit Agreement are true and
correct.
SECTION 3.02. Information. Each of the Guarantors assumes all
responsibility for being and keeping itself informed of the Borrower's and each
other Loan Party's financial condition and assets, and of all other
circumstances bearing upon the risk of nonpayment of the Obligations and the
nature, scope and extent of the risks that such Guarantor assumes and incurs
hereunder, and agrees that none of the Administrative Agent or the Lenders will
have any duty to advise any of the Guarantors of information known to it or any
of them regarding such circumstances or risks.
SECTION 3.03. Termination of this Agreement and the
Guarantees. This Agreement and the Guarantees made hereunder shall terminate
when all the Obligations have been indefeasibly paid in full and the Lenders
have no further commitment to lend under the Credit Agreement and shall
continue to be effective or be reinstated, as the case may be, if at any time
payment, or any part thereof, of any Obligation is rescinded or must otherwise
be restored by the Administrative Agent or any Lender upon the bankruptcy or
reorganization of the Borrower, any Guarantor or otherwise.
SECTION 3.04. Binding Effect; Several Agreement; Assignments.
Whenever in this Agreement any of the parties hereto is referred to, such
reference shall be deemed to include the successors and assigns of such party;
and all covenants, promises and agreements by or on behalf of each party hereto
that are contained in this Agreement shall bind and inure to the benefit of
each party hereto and their respective successors and assigns. This Agreement
shall become effective as to the Borrower or any Guarantor when a counterpart
hereof executed on behalf of such Party shall have been delivered to the
Administrative Agent, and a counterpart hereof shall have been executed on
behalf of the Administrative Agent, and thereafter shall be binding upon such
Party and the Administrative Agent and their respective successors and assigns,
and shall inure to the benefit of such Party, the Administrative Agent and the
Lenders, and their respective successors and assigns, except that neither the
Borrower nor the Guarantor shall have the right to assign its rights or
obligations hereunder or any interest
9
herein (and any such attempted assignment shall be void). If all of the capital
stock of a Subsidiary Guarantor is sold, transferred or otherwise disposed of
(other than to a Subsidiary of the Parent) pursuant to a transaction permitted
by the Loan Documents, such Subsidiary Guarantor shall be released from its
obligations under this Agreement without further action. This Agreement shall
be construed as a separate agreement with respect to each Guarantor and may be
amended, modified, supplemented, waived or released with respect to any
Guarantor without the approval of any other Guarantor and without affecting the
obligations of any other Guarantor hereunder.
SECTION 3.05. Waivers; Amendment. (a) No failure or delay of
the Administrative Agent in exercising any power or right hereunder shall
operate as a waiver thereof, nor shall any single or partial exercise of any
such right or power, or any abandonment or discontinuance of steps to enforce
such a right or power, preclude any other or further exercise thereof or the
exercise of any other right or power. The rights and remedies of the
Administrative Agent hereunder and of the Collateral Agent and the Lenders
under the other Loan Documents are cumulative and are not exclusive of any
rights or remedies that they would otherwise have. No waiver of any provision
of this Agreement or consent to any departure by the Borrower or any Guarantor
therefrom shall in any event be effective unless the same shall be permitted by
paragraph (b) below, and then such waiver or consent shall be effective only in
the specific instance and for the purpose for which given. No notice or demand
on the Borrower or any Guarantor in any case shall entitle the Borrower or any
such Guarantor to any other or further notice or demand in similar or other
circumstances.
(b) Neither this Agreement nor any provision hereof may be
waived, amended or modified except pursuant to a written agreement entered into
between the party hereto with respect to which such waiver, amendment or
modification relates and the Administrative Agent, with the prior written
consent of the Required Lenders as required under the Credit Agreement.
SECTION 3.06. Governing Law. THIS AGREEMENT
SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE
OF NEW YORK.
SECTION 3.07. Notices. All communications and notices
hereunder shall be in writing and given as provided in Section 9.01 of the
Credit Agreement. All communications
10
and notices hereunder to each Subsidiary Guarantor shall be given to it in
care of the Parent.
SECTION 3.08. Survival of Agreement; Severability. (a) All
covenants, agreements, representations and warranties made by the Borrower and
the Guarantors herein and in the certificates or other instruments prepared or
delivered in connection with or pursuant to this Agreement or any other Loan
Document shall be considered to have been relied upon by the Administrative
Agent and the Lenders and shall survive the making by the Lenders of the Loans
regardless of any investigation made by any Lender or on any Lender's behalf,
and shall continue in full force and effect as long as the principal of or any
accrued interest on any Loan or any other fee or amount payable under this
Agreement or any other Loan Document is outstanding and unpaid and as long as
the Commitments have not been terminated.
(b) In the event any one or more of the provisions contained
in this Agreement or in any other Loan Document should be held invalid, illegal
or unenforceable in any respect, the validity, legality and enforceability of
the remaining provisions contained herein and therein shall not in any way be
affected or impaired thereby (it being understood that the invalidity of a
particular provision in a particular jurisdiction shall not in and of itself
affect the validity of such provision in any other jurisdiction). The parties
shall endeavor in good-faith negotiations to replace the invalid, illegal or
unenforceable provisions with valid provisions the economic effect of which
comes as close as possible to that of the invalid, illegal or unenforceable
provisions.
SECTION 3.09. Counterparts. This Agreement may be executed in
counterparts, each of which shall constitute an original, but all of which when
taken together shall constitute a single contract, and shall become effective
as provided in Section 4.04. Delivery of an executed signature page to this
Agreement by facsimile transmission shall be as effective as delivery of a
manually executed counterpart of this Agreement.
SECTION 3.10. Rules of Interpretation. The rules of
interpretation specified in Section 1.03 of the Credit Agreement shall be
applicable to this Agreement.
SECTION 3.11. Jurisdiction; Consent to Service of Process.
(a) The Borrower and each Guarantor hereby irrevocably and unconditionally
submit, for itself and its property, to the nonexclusive jurisdiction of any
New York
00
Xxxxx xxxxx xx Xxxxxxx xxxxx xx xxx Xxxxxx Xxxxxx of America sitting in New
York City, and any appellate court from any thereof, in any action or
proceeding arising out of or relating to this Agreement or the other Loan
Documents, or for recognition or enforcement of any judgment, and each of the
parties hereto hereby irrevocably and unconditionally agrees that all claims in
respect of any such action or proceeding may be heard and determined in such
New York State or, to the extent permitted by law, in such Federal court. Each
of the parties hereto agrees that a final judgment in any such action or
proceeding shall be conclusive and may be enforced in other jurisdictions by
suit on the judgment or in any other manner provided by law. Nothing in this
Agreement shall affect any right that the Administrative Agent, the Collateral
Agent or any Lender may otherwise have to bring any action or proceeding
relating to this Agreement or the other Loan Documents against the Borrower,
any Guarantor or its properties in the courts of any jurisdiction.
(b) The Borrower and each Guarantor hereby irrevocably and
unconditionally waive, to the fullest extent it may legally and effectively do
so, any objection that it may now or hereafter have to the laying of venue of
any suit, action or proceeding arising out of or relating to this Agreement or
the other Loan Documents in any New York State or Federal court. Each of the
parties hereto hereby irrevocably waives, to the fullest extent permitted by
law, the defense of an inconvenient forum to the maintenance of such action or
proceeding in any such court.
(c) Each party to this Agreement irrevocably consents to
service of process in the manner provided for notices in Section 3.07. Nothing
in this Agreement will affect the right of any party to this Agreement to serve
process in any other manner permitted by law.
SECTION 3.12. Waiver of Jury Trial. EACH PARTY HERETO HEREBY
WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY
HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY
ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR THE OTHER LOAN
DOCUMENTS. EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR
ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH
OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE
FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE
BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS, AS
APPLICABLE, BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN
THIS SECTION 3.12.
12
SECTION 3.13. Additional Subsidiary Guarantors. Pursuant to
the Credit Agreement, any additional Guarantor Subsidiary that is formed or
acquired (or results from a Subsidiary that was not previously a Subsidiary
becoming a Guarantor Subsidiary) after the date hereof is required to enter
into this Agreement as a Subsidiary Guarantor upon becoming a Guarantor
Subsidiary. Upon execution and delivery after the date hereof by the
Administrative Agent and such a Guarantor Subsidiary of an instrument in the
form of Annex 1, such Guarantor Subsidiary shall become a Subsidiary Guarantor
hereunder with the same force and effect as if originally named as a Subsidiary
Guarantor herein. The execution and delivery of any instrument adding an
additional Subsidiary Guarantor as a party to this Agreement shall not require
the consent of any other Guarantor or Subordinated Creditor hereunder. The
rights and obligations of each Guarantor and Subordinated Creditor hereunder
shall remain in full force and effect notwithstanding the addition of any new
Subsidiary Guarantor as a party to this Agreement.
SECTION 3.14. Right of Setoff. If an Event of Default shall
have occurred and be continuing, each Lender is hereby authorized at any time
and from time to time, to the fullest extent permitted by law, to set off and
apply any and all deposits (general or special, time or demand, provisional or
final) at any time held and other Indebtedness at any time owing by such Lender
to or for the credit or the account of any Guarantor against any or all the
obligations of such Guarantor now or hereafter existing under this Agreement
and the other Loan Documents held by such Lender, irrespective of whether or
not such Lender shall have made any demand under this Agreement or any other
Loan Document and although such obligations may be unmatured. The rights of
each Lender under this Section 3.14 are in addition to other rights and
remedies (including other rights of setoff) which such Lender may have.
IN WITNESS WHEREOF, the parties hereto have duly executed
this Agreement as of the day and year first above written.
WINSTAR NETWORK EXPANSION,
LLC,
by
------------------------
Name:
Title:
13
WINSTAR COMMUNICATIONS, INC.,
by
------------------------
Name:
Title:
EACH OF THE SUBSIDIARY
GUARANTORS LISTED ON
SCHEDULE I HERETO,
by
-------------------------
Name:
Title:
LUCENT TECHNOLOGIES INC., as
Administrative Agent,
by
-------------------------
Name:
Title:
