98-7986. Request Submission of Superior Alternatives to Proposed Agreement to Resolve Pocket Commissions Bankruptcy; Pocket Communications, Inc., No. 97-5-4105-ESD, and In re DCR PCS, Inc., No. 97-5-4106-ESD (Jointly Administered Under No. 97-5-4105-...  

  • [Federal Register Volume 63, Number 58 (Thursday, March 26, 1998)]
    [Notices]
    [Pages 14709-14713]
    From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
    [FR Doc No: 98-7986]
    
    
    =======================================================================
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    FEDERAL COMMUNICATIONS COMMISSION
    
    [DA 98-547]
    
    
    Request Submission of Superior Alternatives to Proposed Agreement 
    to Resolve Pocket Commissions Bankruptcy; Pocket Communications, Inc., 
    No. 97-5-4105-ESD, and In re DCR PCS, Inc., No. 97-5-4106-ESD (Jointly 
    Administered Under No. 97-5-4105-ESD)
    
    March 23, 1998.
        Subject to higher and better alternatives, the Commission staff, in 
    coordination with the staff of the Department of Justice, Civil 
    Division, expects to recommend a proposed transaction (``Proposed 
    Transaction'') that would resolve the above-referenced bankruptcy 
    proceeding involving DCR
    
    [[Page 14710]]
    
    PCS, Inc., and Pocket Communications, Inc. (collectively ``Pocket''). 
    The purpose of this Public Notice is to begin the process for receiving 
    alternative proposals and evaluating whether any of them constitutes a 
    better alternative for the United States.
        Appended hereto as Attachment are portions of a term sheet 
    describing the Proposed Transaction. Key terms include the following: 
    (1) a newly formed entity would acquire the FCC licenses of DCR PCS, 
    Inc., that comprise the Dallas and Chicago MTAs; (2) license payments 
    for authority to operate in those markets would be made to the United 
    States in accordance with Schedule 5.1.1 to the attached term sheet; 
    (3) all other licenses of DCR PCS, Inc., would be returned to the FCC; 
    and (4) the Pocket bankruptcy proceedings would be resolved.
        Parties interested in offering superior alternative proposals to 
    the Proposed Transaction are requested to do so in writing by May 7, 
    1998. Parties submitting superior alternatives must demonstrate 
    compliance with the Commission's rules and policies governing PCS C 
    Block eligibility and ownership. See 47 CFR 24.2110 and 24.709. Prior 
    to Commission staff entering into discussions or accepting a submission 
    by a party, the party must represent in writing to the Commission that 
    doing so would not contravene any agreement with the DIP Lenders (as 
    defined in the attached term sheet).
        Neither this Public Notice nor any proposals responsive thereto or 
    discussions of such proposals shall constitute the solicitation of 
    votes as to a plan of reorganization in the Pocket cases or the filing 
    of such a plan, each of which shall be subject to the provisions of the 
    Bankruptcy Code and related bankruptcy procedures.
        Written alternatives to the Proposed Transaction should be 
    submitted to the Office of General Counsel, 1919 M Street, N.W., 
    attention: David E. Horowitz, Esq., Room No. 622, Stop Code 1440B, 
    Washington, DC 20554.
        For further information, please contact FCC Wireless 
    Telecommunications Bureau staff at (717) 338-2888.
    Federal Communications Commission.
    Magalie Roman Salas,
    Secretary.
    
    Attachment--Summary of Terms for Proposed Plan of Reorganization of 
    Pocket Communications, Inc.
    
    1  Purpose
        1.1  Each of Ericsson, Inc. (``Ericsson''), Masa Telecom, Inc. 
    (``MTI''), Pacific Eagle Investments, Ltd. (``PEIL''), Pacific Eagle 
    Investment (L) Limited (``PEILL''), Masa Telecom Asia Investment Pte 
    Ltd. (``MTAI'') (collectively, ``Masa/Pacific Eagle''), and Siemens 
    Telecom Networks (``Siemens'') (together with Ericsson and Masa/Pacific 
    Eagle, the ``DIP Lenders'') has decided to develop and file a plan of 
    reorganization (the ``Plan'') with the U.S. Bankruptcy Court (the 
    ``Court'') for DCR PCS, Inc. (``DCR'') and Pocket Communications, Inc. 
    (``Pocket'' and together with DCR ``the Debtors''). Among other issues, 
    the Plan will provide for the disposition of the licenses 
    (collectively, the ``Licenses'') issued by the Federal Communications 
    Commission (``FCC'') to DCR for providing personal communications 
    services (``PCS''). This Summary of Terms (the ``Term Sheet'') sets 
    forth the framework for the Plan.
        1.2  This Term Sheet was prepared for discussion purposes only and 
    is not to be construed as a commitment to invest, to lend money, or to 
    provide vendor financing. It is a summary of the terms upon which the 
    DIP Lenders expect to submit this transaction for corporate approval 
    from each of their respective boards or principals, and it is subject 
    to negotiation with and consent of the United States and potential 
    Designated Entities, as well as agreement to terms of final 
    documentation. Neither this Term Sheet nor the Plan shall bind the FCC 
    to approve the transactions contemplated by the Term Sheet or the Plan.
    2  Overview of the Plan
        2.1  Subject to Sections 7.8 and 7.9, on the effective date of the 
    Plan (the ``Effective Date''), in exchange for payment of certain cash 
    and entry into the agreements specified below:
        2.1.1  DCR shall transfer the Licenses for the Chicago MTA 
    (hereinafter, the ``Chicago Licenses'') and the Licenses for the Dallas 
    MTA (hereinafter the ``Dallas Licenses'') to certain subsidiaries of 
    NEWGSM Co. to be formed as provided in Section 3.3 (the ``New 
    Licensees'');
        2.1.2  All Licenses except the Chicago Licenses and the Dallas 
    Licenses shall automatically cancel pursuant to section 10.7 hereof; 
    and 2.1.3 Debtors shall transfer all their assets other than the 
    Licenses to NEWGSM Co. or subsidiaries thereof other than the New 
    Licensees.
        2.2  All terms of this Term Sheet except the Confidential 
    Provisions shall be included in a public version of the Term Sheet (the 
    ``Public Version Term Sheet'').
    3  Transfer of the Chicago and Dallas Licenses
        3.1  The DIP Lenders will cause a new company, NEWGSM Co., to be 
    formed prior to the Effective Date.
        3.2  The DIP Lenders will cause NEWGSM Co. to create operating 
    subsidiaries (the ``Operating Subsidiaries'') of NEWGSM Co. prior to 
    the Effective Date. The Operating Subsidiaries shall conduct the 
    business operations of NEWGSM Co. and its direct and indirect 
    subsidiaries for the provision of PCS in the Chicago and Dallas MTAs.
        3.3  The DIP Lenders will cause NEWGSM Co. to create the New 
    Licensees prior to the Effective Date as wholly owned subsidiaries of 
    NEWGSM Co. for the sole purpose of holding the Chicago Licenses and the 
    Dallas Licenses.
        3.4  Vendor financing (as specified in Sections 4.3 and 8.2, 
    ``Vendor Financing'') will be provided to one or more Operating 
    Subsidiaries.
        3.5  NEWGSM Co. will be controlled by a new ``Control Group,'' as 
    defined by the FCC's rules.
        3.6  [Intentionally omitted]
        3.7  Each New Licensee shall comply with all FCC rules and 
    regulations, including those relating to C-Block and C-Block 
    eligibility; provided, however, that to the extent any New Licensee is 
    unable to satisfy said rules and regulations, it may seek a waiver from 
    the FCC in connection with the transactions contemplated by this Term 
    Sheet.
        4  Capital: By the date (the ``Confirmation Date'') on which the 
    Court enters an order (the ``Confirmation Order'') confirming the Plan, 
    NEWGSM Co. will have the following commitments for capital conditioned 
    solely upon the occurrence of the Effective Date:
        4.1  COMMON EQUITY:
        4.1.1  the ``Initial Equity Investment''
        4.1.2  [Redacted]
        4.1.3  [Redacted]
        4.1.4  [Redacted]
        4.1.5  [Intentionally omitted]
        4.2  Subordinated Debt:
        4.2.1  the ``Initial Purchase Commitment''
        4.2.2  [Redacted]
        4.3  Vendor Financing:
        4.3.1  [Redacted]
        5  Assumed Debt: As part of the Plan, the DIP Lenders shall cause 
    the following obligations to be assumed on the Effective Date in the 
    manner set forth below:
        5.1  FCC License Payments:
        5.1.1  The New Licensees shall make quarterly payments to the 
    United States
    
    [[Page 14711]]
    
    in accordance with Schedule 5.1.1 attached hereto to hold the Chicago 
    and Dallas Licenses and to satisfy the obligation to the United States 
    originally incurred as a result of the initial issuance to DCR of the 
    Chicago and Dallas Licenses. All payments specified in this section 
    5.1.1, whether matured or unmatured, shall be known as the ``FCC 
    License Payments.''
        5.1.2  Each Chicago and Dallas License shall incorporate a payment 
    schedule specific to that License. Each such License's quarterly 
    payment shall be for an amount equal to the quarterly payment shown on 
    Schedule 5.1.1 times the POP Ratio for the BTA for that License. ``POP 
    Ratio'' means, for each of the Chicago and Dallas Licenses, the 
    percentage equaling the number of POPs in that BTA divided by the total 
    number of POPs in the Chicago and Dallas MTAs. The FCC License Payments 
    scheduled to be made after November 4, 2006 (the ``Extended Payments'') 
    may be prepaid at a discount rate of 6.5 percent prior to the date on 
    which the Chicago and Dallas Licenses are scheduled to expire by their 
    terms. Any Extended Payments not made by November 4, 2006 shall be 
    included in the renewed Chicago or Dallas License (each, a ``Renewed 
    License'') to which it relates. Each Chicago and Dallas License and 
    each Renewed License shall provide that if full and timely payment of 
    the FCC License Payment to be made thereunder is not made, the License 
    shall automatically cancel to the extent provided in FCC rules and 
    regulations.
        5.1.3  All obligations of the New Licensees to make the FCC License 
    Payments shall be secured in accordance with the same terms and 
    conditions set forth in sections 1 and 2 of the original FCC Broadband 
    Personal Communications Service, C-Block Security Agreement executed by 
    DCR for the Licenses, except for changes necessary to accommodate the 
    structure of the FCC License Payments. Each member of the NEWGSM Co. 
    Corporate Family and each Vendor shall execute an agreement covenanting 
    not to bring any suit or take any other action, other than applying for 
    relief at the FCC, to prevent the United States or the FCC from 
    collecting all FCC License Payments, or from canceling any of the 
    Chicago Licenses, the Dallas Licenses or the Renewed Licenses under the 
    terms provided therein.
        5.1.4  NEWGSM Co. and each of its direct and indirect subsidiaries 
    (the ``NEWGSM Co. Corporate Family'') shall guarantee the obligation of 
    each New Licensee to make the FCC License Payments.
        5.1.5  Each of the Chicago Licenses (the ``Chicago Asset Pool'') 
    shall secure payment of the FCC License Payments arising under the 
    Chicago Licenses, and failure to make a timely payment of an FCC 
    License Payment arising under one of the Chicago Licenses shall be a 
    payment default on only the Chicago Asset Pool. Each of the Dallas 
    Licenses (the ``Dallas Asset Pool'') shall secure payment of the FCC 
    License Payments arising under the Dallas Licenses, and failure to make 
    a timely payment of an FCC License Payment arising under one of the 
    Dallas Licenses shall be a payment default on only the Dallas Asset 
    Pool. Any default on the FCC License Payments for the Chicago Licenses 
    shall not be a default on FCC License Payments for the Dallas Asset 
    Pool. Any default on the FCC License Payments for the Dallas Licenses 
    shall not be a default on FCC License Payments for the Chicago Asset 
    Pool.
        5.1.6  Except for changes which are necessary to accommodate the 
    structure of the FCC License Payments, the events of default for the 
    FCC License Payments and cure periods therefor shall be the same as 
    specified in the FCC Installment Payment Plan Note for Broadband 
    Personal Communications Services, C-Block executed by DCR.
        5.1.7  Transfer of any of the Chicago or Dallas Licenses shall be 
    subject to approval by the FCC. If, with FCC approval, any of the New 
    Licensees transfers one of the Chicago Licenses out of the Chicago 
    Asset Pool or one of the Dallas Licenses out of the Dallas Asset Pool, 
    then in exchange for the United States' release of any further FCC 
    License Payments for that License, the New Licensee shall pay or have 
    paid for it an amount equal to the present value of the remaining FCC 
    License Payments for that License at a discount rate of 6.5 percent, 
    together with any unjust enrichment payment obligations incurred under 
    FCC regulations.
        5.2  [Intentionally omitted]
        5.3  NEWGSM Co. will assume $158 million of certain of the DIP 
    Lenders' pre-petition secured and unsecured claims against the Debtors' 
    estates on terms acceptable to the DIP Lenders.
    6  Terms and Conditions for Chicago Licenses and Dallas Licenses
        6.1  Except as modified hereby or otherwise agreed upon by the 
    parties, the same terms and conditions applicable to C-Block licensees, 
    including without limitation the build-out benchmarks and license 
    renewal provisions, shall apply to the Chicago Licenses and Dallas 
    Licenses upon assignment to the New Licensees.
    7  Timing of Plan Proposal and Confirmation Date, and of Investments 
    and Note Purchases
        7.1  Each of the DIP Lenders shall use its best efforts to file the 
    Plan with the Court by March 31, 1998 (the ``Plan Filing Deadline''). 
    Each of the DIP Lenders shall be a co-proponent of the Plan.
        7.2  If DCR desires to elect any restructuring option under the C 
    Block Order (as amended from time to time), it shall indicate in 
    writing which of the options it prefers by the earlier of (i) the 
    deadline for making such an election in the C Block Order as amended or 
    in any other extension connected with the election of the options that 
    the FCC permits and that applies to DCR, (ii) the thirtieth calendar 
    day after the Termination Date (as defined in Section 7.3.1 below), or 
    (iii) the thirtieth calendar day after Confirmation Deadline if the 
    Confirmation Date has not occurred by the Confirmation Deadline (as 
    defined in Section 7.3 below). The Plan shall provide that upon 
    occurrence of the Effective Date, (i) the Debtors' right to elect any 
    of the restructuring options offered to C-Block licensees shall 
    terminate, and (ii) any of the Debtors' previous elections under the C 
    Block Order shall be deemed null and void. Any disposition of Licenses 
    in connection with any DCR election pursuant to the C Block Order shall 
    be subject to applicable law.
        7.3  [Redacted]
        7.3.1  The DIP Lenders may terminate the Plan if the FCC has not 
    approved the transfer of the Chicago Licenses and Dallas Licenses to 
    the New Licensees (the ``FCC Grant'') by the earlier of 150 days after 
    the approval of the Disclosure Statement or December 31, 1998 (the 
    ``Termination Date''), or if the FCC Grant has occurred by the 
    Termination Date but is subject to a stay.
        7.4  By the date scheduled for the hearing on the Disclosure 
    Statement, each of the DIP Lenders shall have obtained, among other 
    things:
        7.4.1  All requisite approvals within each of their respective 
    organizations to take all actions contemplated herein to be taken by 
    them provided only that the Effective Date conditions specified in 
    Section 12.2 below are met; and
        7.4.2  [Redacted]
        7.5  By the Confirmation Date, the DIP Lenders and the DE shall 
    execute commitment letters, binding unless the Effective Date does not 
    occur, to provide funds necessary to confirm the Plan to capitalize 
    NEWGSM Co. without resort to third-party financing of any kind. Such 
    commitments shall not preclude
    
    [[Page 14712]]
    
    NEWGSM Co. from obtaining new or additional financing from other 
    sources, reasonably acceptable to the DIP Lenders and the United 
    States, provided (x) the payment terms, security and other rights of 
    the United States, and the credit quality of the obligor, are not 
    adversely changed, and (y) such financing is consistent with applicable 
    law, including any applicable FCC regulations.
    7.6  [Intentionally omitted]
        7.7  The DIP Lenders and the United States shall jointly move for 
    an order by the Court, and if any objection thereto is filed, shall 
    present evidence, that the United States and the FCC have not defaulted 
    on any obligation under the DIP Order and the related FCC Term Sheet. 
    By the date three business days prior to the date on which ballots on 
    the Plan are due, the United States shall have obtained an order of the 
    Court that the United States and the FCC have not defaulted on any 
    obligation under the DIP Order and the related FCC Term Sheet.
        7.8  The United States shall determine, in its sole discretion, 
    whether the United States believes there exists a higher and better 
    alternative (the ``Alternative'') to the Plan. The United States is 
    free to accept any such Alternative instead of the Plan. In determining 
    whether an Alternative exists:
        7.8.1  For Sixty (60) days from the date of this Term Sheet, the 
    United States and the FCC may negotiate with any person about 
    alternative proposals for reorganizing the Debtors, and may reveal to 
    any such person any information that the FCC deems appropriate to 
    disclose (including without limitation, all provisions of this Term 
    Sheet) except the Confidential Provisions (as defined in Section 
    7.8.2);
        7.8.2  Neither the United States nor the FCC will reveal (i) any 
    business plan or draft thereof provided to it or them by the DIP 
    Lenders in connection with the negotiation of this Term Sheet, (ii) any 
    provision of the Term Sheet other than those set forth in the Public 
    Version Term Sheet, Exhibit 2.2 hereof, (items (i) and (ii), the 
    ``Confidential Provisions'');
        7.8.3  As of the date of this Term Sheet, the FCC may publish in 
    the customary ways a public notice that (i) discloses the Public 
    Version Term Sheet, (ii) indicates that any person who desires to 
    propose or discuss an alternative to the Plan must first represent in 
    writing to the FCC that doing so would not contravene any agreement 
    with the DIP Lenders, and (iii) discusses the other procedures for 
    submitting alternatives to the Plan to the FCC, but otherwise, except 
    as expressly authorized in writing by the DIP Lenders or to any extent 
    required by law, neither the United States nor the FCC will solicit an 
    alternative proposal to the Term Sheet by any of the following means: 
    (i) commissioning any advertisement, (ii) running any notice in any 
    federal publication or (iii) issuing any press release.
        7.9  Nothing contained herein shall require the DIP Lenders to vote 
    in favor of the Alternative.
        8  Terms of New Debt Securities
        8.1  [Intentionally omitted]
        8.2  Vendor Financing: [Redacted]
        8.3  Subordinated Notes: [Redacted]
        8.4  Dip Lenders Claim Notes: [Redacted]
        9  Vendor Undertakings
        The vendors will provide NEWGSM Co. with PCS equipment and services 
    necessary to build an operational PCS service using the GSM mode of 
    signal transmission for the Chicago Licenses and the Dallas Licenses. 
    NEWGSM Co. shall purchase all PCS equipment and services for the 
    Chicago Licenses from Ericsson, and all PCS equipment and services for 
    the Dallas Licenses from Siemens.
    10  Reorganization of the Residual Debtor Estates
        10.1  Allowed administrative expenses shall be paid as follows:
        10.1.1  On the Effective Date, the DIP Lenders shall lend to the 
    Debtors' estates, on the same terms and conditions as the original DIP 
    Loan (except as to maturity, repayment and as otherwise modified 
    herein), an additional amount (the ``Additional Loan'') not to exceed 
    $5.5 million to pay in full all unpaid administrative expenses other 
    than the original DIP Loan and the Additional Loan.
        10.1.2  On the later of the Effective Date or when otherwise 
    allowed, administrative claims shall be paid to the extent allowed by 
    the Court (``Allowed Administrative Claims'').
        10.1.3  On the Effective Date, NEWGSM Co. shall assume and repay to 
    the DIP Lenders the DIP Loan and the Additional Loan, plus accrued 
    interest and charges, and the DIP Lenders shall waive payment of the 
    DIP Loan by the Debtors and by the United States (including the FCC) 
    under the terms of the existing DIP Loan Order and documentation.
        10.2  On the Effective Date, NEWGSM Co. shall pay to the Pocket 
    estate $5.5 million less the amount of Allowed Administrative Claims, 
    for payment of distributions to the unsecured creditors, other than the 
    DIP Lenders in accordance with section 10.6.
        10.3  [Intentionally omitted]
        10.4  [Intentionally omitted]
        10.5  On the Effective Date, NEWGSM Co. will assume $158 million of 
    the DIP Lenders' pre-petition secured and unsecured debt against the 
    Debtors' estates, as provided in Section 8.4.
        10.6  After the DIP Loan, Additional Loan and Allowed 
    Administrative Claims are indefeasibly paid in full, the DIP Lenders 
    will permit the unsecured creditors, other than the DIP Lenders, to 
    share pro rata in the remaining funds described in section 10.2 above, 
    ahead of the remaining unsecured claims of the DIP Lenders, which are 
    approximately $20 million.
        10.7  On the Effective Date, Licenses except the Chicago Licenses 
    and the Dallas Licenses shall automatically be canceled, and the 
    Debtors and certain others shall be released from obligations to the 
    United States related to the Licenses as provided in Section 11.2 
    below.
        10.8  NEWGSM Co. shall comply with section 1123(a)(6) of the 
    Bankruptcy Code in issuing equity and warrants.
        11  Releases
        11.1  On the Effective Date, each of the Debtors, and each of their 
    successors and assigns, on its own behalf and on behalf of each of its 
    present and former officers, directors, trustees, managers, employees, 
    agents, attorneys, accountants, and consultants, shall release, waive, 
    compromise and settle any and all rights, claims and causes of action 
    that each has, has had or at any time in the future may have against 
    any of the United States, the FCC, the DIP Lenders or any present or 
    former commissioner, employee, agent, attorney, financial advisor or 
    consultant of the United States, the FCC, or the DIP Lenders with 
    respect to or arising in any way in connection with or as a result of 
    any of the Licenses, or any of Debtors' notes, security agreements, or 
    other instruments to the United States, the FCC, or the DIP Lenders, or 
    financial accommodations at any time furnished to or for the benefit of 
    either of the Debtors, including without limitation, any claim under 
    any state or federal fraudulent transfer, fraudulent conveyance, 
    preference or similar law. If the Effective Date does not occur, the 
    releases for which this paragraph provides shall be deemed null and 
    void.
        11.2  On the Effective Date, the United States (including the FCC) 
    will release all claims and causes of action (other than tax, criminal 
    or fraud claims) that it has, has had or at any time in the future may 
    have against any
    
    [[Page 14713]]
    
    of the DIP Lenders, the Debtors, the Debtors' estates, or any of its or 
    their present or former officers, directors, trustees, managers, 
    employees, agents, attorneys, financial advisors and consultants, with 
    respect to or arising in any way in connection with or as a result of 
    the Licenses, or any of Debtors' notes, security agreements, or other 
    instruments to the United States or the FCC, or financial 
    accommodations at any time furnished to or for the benefit of either of 
    the Debtors; provided, however, that all claims and rights of the 
    United States or the FCC under the Plan and the documents delivered to 
    the United States or the FCC in connection with the Plan are expressly 
    excluded from the foregoing release. If the Effective Date does not 
    occur, the releases for which this paragraph provides shall be deemed 
    null and void.
        11.3  On the Effective Date, each of the DIP Lenders, and each of 
    their successors and assigns, on its own behalf and on behalf of each 
    of its present and former officers, directors, trustees, managers, 
    employees, agents, attorneys, accountants, and consultants, shall 
    release, waive, compromise and settle any and all rights, claims and 
    causes of action that each has, has had or at any time in the future 
    may have against the United States, the FCC, the Debtors, or any 
    present or former commissioner, employee, agent, attorney, financial 
    advisor or consultant of any of them, with respect to or arising in any 
    way in connection with or as a result of the Licenses, or any of 
    Debtors' notes, security agreements, or other instruments to the United 
    States, the FCC, or the DIP Lenders, or financial accommodations at any 
    time furnished to or for the benefit of either of the Debtors, 
    including without limitation, any claim under any state or federal 
    fraudulent transfer, fraudulent conveyance, preference or similar law; 
    provided that all claims and rights of the DIP Lenders or NEWGSM Co. 
    under the Plan and the documents delivered to the DIP Lenders or NEWGSM 
    Co. in connection with the Plan are expressly excluded from the 
    foregoing release. If the Effective Date does not occur, the releases 
    for which this paragraph provides shall be deemed null and void.
        11.4  On the Effective Date, each unsecured creditor and 
    administrative claimant of the Debtors, and each of their successors 
    and assigns, on its own behalf and on behalf of each of its present and 
    former officers, directors, trustees, managers, employees, agents, 
    attorneys, accountants, and consultants, shall release, waive, 
    compromise and settle any and all rights, claims and causes of action 
    that each has, has had or at any time in the future may have against 
    the United States, the FCC, each of the DIP Lenders, or any present or 
    former commissioner, employee, agent, attorney, financial advisor or 
    consultant of any of them, with respect to or arising in any way in 
    connection with or as a result of the Licenses, or any claim against, 
    or administrative expense of, either of the Debtors; provided that such 
    releases shall not apply to the rights of unsecured creditors and 
    administrative claimants to payments under the Plan and Confirmation 
    Order. If the Effective Date does not occur, the releases for which 
    this paragraph provides shall be deemed null and void.
    12  Effective Date Timing and Conditions
        12.1  The Effective Date shall occur on the later of (i) eleventh 
    calendar day after the Confirmation Date, and (ii) the date on which 
    the conditions precedent to the effectiveness of the Plan have been 
    fulfilled or waived in accordance with the Plan; provided that if such 
    day is a Saturday, a Sunday, or a legal holiday specified in Fed. R. 
    Civ. P. 6(a), then the Effective Date shall occur the next calendar day 
    that is not a Saturday, a Sunday, or a legal holiday specified in Fed. 
    R. Civ. P. 6(a).
        12.2  In addition to the provisions of section 12.1, the occurrence 
    of the Effective Date shall be subject to the occurrence of each of the 
    following conditions:
        12.2.1  The Confirmation Order shall have been entered in form and 
    substance satisfactory to the United States and the DIP Lenders, and 
    shall not be the subject of a stay; and
        12.2.2  The FCC Grant shall have been entered and such order shall 
    not be the subject of a stay.
    
          Schedule 5.1.1--Schedule of Payments Under the FCC Obligation     
    ------------------------------------------------------------------------
                           Payment                           Total payment  
    ------------------------------------------------------------------------
    10/1998..............................................     \1\ $5,826,000
    1/1999...............................................          5,826,000
    4/1999...............................................          5,826,000
    7/1999...............................................          5,826,000
    10/1999..............................................          5,826,000
    1/2000...............................................          5,826,000
    4/2000...............................................          5,826,000
    7/2000...............................................          5,826,000
    10/2000..............................................          5,826,000
    1/2001...............................................          5,826,000
    4/2001...............................................          5,826,000
    7/2001...............................................          5,826,000
    10/2001..............................................          5,826,000
    1/2002...............................................          5,826,000
    4/2002...............................................          5,826,000
    7/2002...............................................          5,826,000
    10/2002..............................................          5,826,000
    1/2003...............................................         23,541,000
    4/2003...............................................         23,541,000
    7/2003...............................................         23,541,000
    10/2003..............................................         23,541,000
    1/2004...............................................         23,541,000
    4/2004...............................................         23,541,000
    7/2004...............................................         23,541,000
    10/2004..............................................         23,541,000
    1/2005...............................................         23,541,000
    4/2005...............................................         23,541,000
    7/2005...............................................         23,541,000
    10/2005..............................................         23,541,000
    1/2006...............................................         23,541,000
    4/2006...............................................         23,541,000
    7/2006...............................................         23,541,000
    10/2006..............................................         23,541,000
    1/2007...............................................            613,438
    4/2007...............................................            613,438
    7/2007...............................................            613,438
    10/2007..............................................            613,438
    1/2008...............................................            613,438
    4/2008...............................................            613,438
    7/2008...............................................            613,438
    10/2008..............................................         38,363,438
    ------------------------------------------------------------------------
    \1\ If the payment due at the end of October 1998 is for less than a    
      full quarter, the payment will be pro rated based on 12 thirty-day    
      months.                                                               
    
    [FR Doc. 98-7986 Filed 3-25-98; 8:45 am]
    BILLING CODE 6712-01-P
    
    
    

Document Information

Published:
03/26/1998
Department:
Federal Communications Commission
Entry Type:
Notice
Document Number:
98-7986
Pages:
14709-14713 (5 pages)
Docket Numbers:
DA 98-547
PDF File:
98-7986.pdf