EFTA00128648 12/12/01 14:25 FAX 001
LandTelT 212.750.4370
600 Madison AvenueF 212.750.6322
25th Floor
New York, NY 10022
To:Jeffrey EpsteinFrom:James P. Whittier E-mail:
Fax:(212)Pages:2
Phone:Date:December 12, 2001
Re:Winstar Bridge Loan
Dear Jeffrey: To formalize conversations you had with Laurence this morning concerning a bridge loan for Winstar, please find attached a term sheet for your review and acceptance. Upon receipt of this term sheet, please call Laurence for any clarification that may be needed. Sincerely, James P. Whittier EFTA00128649 12/12/01 14:26 FAX 002 # TERM SHEET WINSTAR BRIDGE LOAN - Loan - $15 million - Term - Date of closing of Winstar acquisition on or prior to January 10, 2002 - Consideration - * Interest rate - 15%* - Equity - 3% of outstanding equity at closing (Founder's Stock) • $500,000 Fee - Security - - $130 million in U.S. Treasuries is presently being held at Williams Management & Capital Group Ltd. for the benefit of Wintel Telecom Holdings, Inc. evidenced by a custodial safekeeping receipt. A segregated portion of these securities, in the amount of $15 million, will be held for the benefit of Jeffrey Epstein or his designate. - Personal guarantee by Laurence S. Zimmerman secured by the following: 515 Park Avenue, 27th & 28th Floors, New York, New York - Appraised value $23,500,000 by Cushman & Wakefield (as of Nov. 2001) - 0124 Coldstream Lane, Aspen, Colorado - Purchase price $10,900,000 (acquired Dec. 1998) Current mortgage against 515 Park Avenue is $8.6 million - Current mortgage against Aspen property is $5.5 million - Repayment - Proceeds of loan from the Primary lender (i.e., BONY) secured by the safekeeping receipt representing $130 million in U.S. Treasuries - Funding Requirement - $15 million must be funded no later than December 14, 2001, no later than 12:00 P.M. Agreed to and accepted by: Jeffrey Epstein Date