FIRST SUPPLEMENTAL INDENTURE
(CONVERTIBLE NOTES)
FIRST SUPPLEMENTAL INDENTURE (the "First Supplemental
Indenture"), dated as of October 10, 1996 between WinStar Communications, Inc.,
a Delaware corporation, as Issuer (the "Company") and United States Trust
Company of New York, as Trustee (the "Trustee").
W I T N E S S E T H:
WHEREAS, in accordance with Section 9.01 of the Convertible
Notes Indenture, dated as of October 23, 1995, between the Company and the
Trustee (the "Indenture"), relating to the Company's 14% Convertible Senior
Subordinated Discount Notes due 2005 of the Company (the "Notes"), the Trustee
and the Company as of the date hereof desire to amend the Indenture as herein
set forth;
WHEREAS, such amendment will not materially and adversely
affect the rights of any holder of the Notes, or adversely affect the interests
of the holders in any material respect;
WHEREAS, the Board of Directors of the Company has authorized
and approved such amendment to the Indenture; and
WHEREAS, all other things necessary to make this First
Supplemental Indenture a valid supplement to the Indenture according to its
terms and the terms of the Indenture have been done.
NOW, THEREFORE, the parties hereto agree as follows:
SECTION 1. Certain Terms Defined in the Indenture. All
capitalized terms used herein without definition herein shall have the meanings
ascribed thereto in the Indenture.
SECTION 2. Amendment of Section 4.10(vi). Section 4.10(vi) of
the Indenture is hereby amended as follows:
"(vi) purchase money or other Liens upon equipment or
inventory acquired or held by the Company or any of its
Restricted Subsidiaries taken or obtained by (a) the seller or
lessor of such inventory or equipment to secure all or a part
of the purchase price or lease payments therefor or (b) the
person who makes advances or incurs obligations, thereby
giving value to the Company to enable it to purchase or
acquire rights in such inventory or equipment, to secure the
repayment of all or a part of the advances so made or
obligations so incurred; provided that such Liens do not
extend to or cover any property or assets of the Company or
any Restricted Subsidiary other than the inventory or
equipment acquired; or"
SECTION 3. Governing Law. This First Supplemental Indenture
shall be governed by the laws of the State of New York, excluding (to the extent
permissible by law) any rule of law that would cause the application of the
laws of any jurisdiction other than the State of New York.
SECTION 4. Counterparts. This First Supplemental Indenture
may be signed in any number of counterparts, each of which shall be an original.
SECTION 5. Ratification. Except as expressly amended hereby,
each provision of the Indenture shall remain in full force and effect and, as
amended hereby, the Indenture is in all respects agreed to, ratified and
confirmed by each of the Company and the Trustee.
IN WITNESS WHEREOF, the parties hereto have caused this First
Supplemental Indenture to be duly executed as of the date first above written.
WINSTAR COMMUNICATIONS, INC.
By: _______________________________
Name:
Title:
UNITED STATES TRUST COMPANY OF NEW YORK
By: _______________________________
Name:
Title:
