HEREOF;
(II)
THE EXECUTION, DELIVERY AND PERFORMANCE BY
EACH OF THE OTHER STOCKHOLDERS OF THE GUARANTEE PURSUANT TO
SECTION 10.5(B) HEREOF SHALL HAVE BEEN DULY AUTHORIZED AND SUCH GUARANTEE SHALL
BE A LEGAL, VALID AND BINDING OBLIGATION OF EACH OF THE OTHER STOCKHOLDERS
ENFORCEABLE AGAINST EACH OF THEM IN ACCORDANCE WITH THE TERMS OF THE GUARANTEE;
(III)
EACH OF THE FCC LICENSES SHALL BE IN FULL
FORCE AND EFFECT;
(IV)
THE OTHER STOCKHOLDERS SHALL NOT BE IN
VIOLATION IN ANY RESPECT WITH ANY OF THE PROVISIONS OF THIS SETTLEMENT AGREEMENT
OR THE OTHER AGREEMENTS REFERRED TO HEREIN AND INCORPORATED BY REFERENCE; AND
(V)
IN THE EVENT TEM PUERTO RICO SHALL HAVE
DELIVERED A PURCHASE NOTICE (AS DEFINED IN THE STOCK PURCHASE AGREEMENT)
PURSUANT TO SECTION 2.03(A) OF THE STOCK PURCHASE AGREEMENT, NO APPLICABLE LAW
OR INJUNCTION ENACTED, ENTERED, PROMULGATED, ENFORCED, ISSUED BY THE FCC OR ANY
OTHER GOVERNMENTAL ENTITY OR OTHER LEGAL RESTRAINT OR PROHIBITION PREVENTING TEM
PUERTO RICO FROM ASSUMING CONTROL OF THE COMPANY SHALL BE IN EFFECT OR
THREATENED (EACH, A "LEGAL RESTRAINT"), PROVIDED THAT THIS CONDITION SHALL BE
DEEMED SATISFIED IN THE EVENT THAT SUCH LEGAL RESTRAINT IS CAUSED BY,
ATTRIBUTABLE TO OR RESULTED FROM TEM OR TEM PUERTO RICO'S BAD FAITH, WILLFUL
MISCONDUCT OR GROSS NEGLIGENCE OR IS DIRECTLY CAUSED BY, ATTRIBUTABLE TO OR
RESULTED FROM AN ACTION OF TEM OR TEM PUERTO RICO.
Section 10.6
FCC Line of Credit.
(A)
TEM AGREES TO UNDERTAKE ALL COMMERCIALLY REASONABLE ACTIONS NECESSARY TO
ARRANGE A SUBORDINATED LINE OF CREDIT FROM A COMMERCIAL BANK (THE "SUBORDINATED
LOAN FACILITY") FOR NEWCOMM, THE PROCEEDS OF WHICH SHALL BE AVAILABLE SOLELY TO
PAY THE BALANCE OF THE FCC RELATED DEBT AS CURRENTLY SCHEDULED OR AS EXTENDED.
SUCH SUBORDINATED LOAN FACILITY SHALL BE IN ACCORDANCE WITH THE TERMS SET FORTH
IN EXHIBIT K HERETO.
23
(B)
TO THE EXTENT THERE IS (I) A VOLUNTARY BANKRUPTCY OF NEWCOMM, THAT HAS BEEN
PROPERLY AUTHORIZED PURSUANT TO SECTION 4.7(B) OF THE SHAREHOLDERS AGREEMENT,
THAT RESULTS IN AN EVENT OF DEFAULT UNDER SECTION 9.01(H) (VOLUNTARY BANKRUPTCY
FILING) OF THE SUBORDINATED LOAN FACILITY OR (II) A DEFAULT AND ACCELERATION
UNDER THE LUCENT DEBT THAT RESULTS IN A DEFAULT UNDER SECTION 9.01
(F) (CROSS-DEFAULT PROVISION) OF THE SUBORDINATED LOAN FACILITY, THEN, TEM
COMMITS TO USE ITS REASONABLE BEST EFFORTS TO OBTAIN A WAIVER FROM THE LENDER
PROVIDING THE SUBORDINATED LOAN FACILITY WITH RESPECT TO EITHER SUCH EVENT OF
DEFAULT UNDER THE SUBORDINATED LOAN FACILITY OR, SUCH WAIVER NOT HAVING BEEN
OBTAINED, COMMITS TO OBTAIN FOR NEWCOMM ALTERNATE FINANCING WITH TERMS AND
CONDITIONS SUBSTANTIALLY SIMILAR TO THE SUBORDINATED LOAN FACILITY IN ORDER TO
REPAY THE FCC DEBT (AS DEFINED IN THE SUBORDINATED LOAN FACILITY).
TO THE
EXTENT THAT TEM PROVIDES ALTERNATE FINANCING PURSUANT TO THE PRECEDING SENTENCE,
THE AMOUNT OF ANY SUCH FINANCING, TAKEN TOGETHER WITH ANY AMOUNTS PREVIOUSLY
FUNDED UNDER THE SUBORDINATED LOAN FACILITY, OR REMAINING UNDER SUCH FACILITY IF
SUCH DEFAULT IS CURED, SHALL NOT EXCEED IN THE AGGREGATE US$40 MILLION.
Section 10.7
Third Party Financing.
It